JUNDT FUNDS INC, 485APOS, 1997-12-15

JUNDT FUNDS INC
485APOS, 1997-12-15

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 1997

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

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FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 /X/
(FILE NO. 33-99080)
PRE-EFFECTIVE AMENDMENT NO. __ / /

POST-EFFECTIVE AMENDMENT NO. 5 /X/

AND/OR

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /X/
(FILE NO. 811-09128)

AMENDMENT NO. 7 /X/

(CHECK APPROPRIATE BOX OR BOXES.)

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JUNDT FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)

1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
(Address of Principal Executive Offices) (Zip Code)

(612) 541-0677
(Registrant's Telephone Number, including Area Code)

JAMES R. JUNDT
JUNDT ASSOCIATES, INC.
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
(Name and Address of Agent for Service)

COPY TO:
JAMES E. NICHOLSON
FAEGRE & BENSON LLP
2200 NORWEST CENTER
90 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT

It is proposed that this filing will become effective (check appropriate
box)

/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/X/ 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

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The Registrant has registered an indefinite number or amount of securities
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. The Registrant's most recent Rule 24f-2 Notice (relating to
the Registrant's fiscal year ended December 31, 1996) was filed on Form 24F-2
with the Commission on February 21, 1997.

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JUNDT FUNDS, INC.

POST-EFFECTIVE AMENDMENT NO. 5 TO THE
REGISTRATION STATEMENT ON FORM N-1A

EXPLANATORY NOTE

This Post-Effective Amendment No. 5 to the Registration Statement on Form
N-1A of Jundt Funds, Inc. (the "Registrant") is being filed under Rule 485(a)(2)
under the Securities Act of 1933, as amended, in order to register Jundt
Twenty-Five Fund, a non-diversified open-end management investment company to be
represented by Registrant's Series C Common Shares. Part A of the Registration
Statement contains two prospectuses (one prospectus representing the Class A,
Class B and Class C shares of Jundt Twenty-Five Fund and a separate prospectus
representing the Class I shares of Jundt Twenty-Five Fund). Part B contains a
single Statement of Additional Information representing all 4 classes of Jundt
Twenty-Five Fund's shares. No amendments are being affected in the
Post-Effective Amendment No. 5 to the Prospectuses or Statements of Additional
Information of Jundt U.S. Emerging Growth Fund and Jundt Opportunity Fund
(mutual funds represented by Registrant's Series A and Series B common shares,
respectively). Therefore, such Prospectuses and Statements of Additional
Information are not being filed herewith.

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JUNDT FUNDS, INC.

REGISTRATION STATEMENT ON FORM N-1A

PART A

PROSPECTUSES
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PROSPECTUS OF
JUNDT TWENTY-FIVE FUND
CLASSES A, B AND C

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JUNDT TWENTY-FIVE FUND

1550 UTICA AVENUE SOUTH, SUITE 950

MINNEAPOLIS, MINNESOTA 55416

(800) 370-0612

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Jundt Twenty-Five Fund (the "Fund") is a professionally managed series of
Jundt Funds, Inc. (the "Company"), an open-end management investment company
(commonly known as a "mutual fund") that currently offers its shares in three
series. The Fund, in turn, currently offers its shares in four classes, namely,
Class A, Class B, Class C and Class I, each sold pursuant to different sales
arrangements and bearing different expenses (each, a "Class" and, collectively,
the "Classes.") This Prospectus relates only to the Fund's Class A, Class B and
Class C shares, the only Classes offered for sale to the general public. See
"Purchase Information."

The Fund's investment objective is long-term capital appreciation. The Fund
is a non-diversified mutual fund that, in normal market conditions, will
maintain a core investment portfolio of 20 to 30 common stocks. In pursuing its
investment objective, the Fund may also take positions in options and futures
contracts, borrow money to purchase securities and sell securities short. Like
all mutual funds, attainment of the Fund's investment objective cannot be
assured. See "Investment Objective and Policies."

This Prospectus sets forth concisely the information about the Fund that a
prospective investor should know before investing. Please read this Prospectus
carefully before investing and retain it for future reference. A Statement of
Additional Information, dated December 19, 1997, containing more information
about the Fund (which is incorporated herein by reference), has been filed with
the Securities and Exchange Commission (the "SEC"), and is available upon
request and without charge by calling the Fund at the telephone number listed
above.

FUND SHARES ARE NOT OBLIGATIONS, DEPOSITS OR ACCOUNTS OF, OR ENDORSED OR
GUARANTEED BY, ANY BANKING INSTITUTION, ARE NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION (THE "FDIC") OR ANY OTHER FEDERAL AGENCY
AND INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

AS WITH ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PROSPECTUS DATED DECEMBER 19, 1997

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THE FUND

The Fund is a professionally managed, non-diversified series of the Company,
an open-end management investment company registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act"). The Company was
incorporated under the laws of the State of Minnesota on October 26, 1995. Its
principal business address is 1550 Utica Avenue South, Suite 950, Minneapolis,
Minnesota 55416.

RISK FACTORS

An investment in the Fund is subject to certain risks, as detailed under
"Investment Objective and Policies." As with other mutual funds, an investment
in the Fund will fluctuate in value (corresponding to the value of the Fund's
underlying investments).

In normal market conditions, the Fund will maintain a core investment
portfolio of 20 to 30 common stocks. As a "non-diversified" mutual fund, the
appreciation or depreciation of each security in the Fund's portfolio will have
a greater impact on the Fund's net asset value, which can therefore be expected
to fluctuate more than would the net asset value of a comparable diversified
mutual fund.

The Fund may from time to time invest a substantial portion of its assets in
securities issued by smaller companies. Investments in smaller companies may
involve greater price volatility and may have less market liquidity than equity
securities of larger companies. See "Investment Objective and Policies --
Investment Policies and Risk Considerations."

Under normal market conditions, the Fund may invest up to 35% of its total
assets in debt securities, and may temporarily invest greater than 35% of its
assets in such securities when the Investment Adviser believes that market
conditions warrant a defensive investment posture. The value of debt securities
typically varies inversely with changes in market interest rates. See
"Investment Objective and Policies -- Investment Policies and Risk
Considerations."

The Fund may invest up to 10% of its total assets in securities of foreign
issuers. Such investments involve risks not typically associated with
investments in securities of domestic companies, including unfavorable changes
in currency exchange rates, potential political and economic instability in such
countries, limited liquidity and price volatility. See "Investment Objective and
Policies -- Investment Policies and Risk Considerations."

The Fund may employ investment techniques that are different from those
employed by most other mutual funds (for example, selling securities short,
investing in options and futures contracts and the employment of leverage). Each
of these techniques involves unique risks. See "Investment Objective and
Policies -- Investment Policies and Risk Considerations."

PURCHASE INFORMATION

The Fund offers investors the choice among three Classes of shares, namely,
Class A, Class B and Class C, which offer different sales charges and bear
different expenses. See "Fees and Expenses" below. These alternatives permit an
investor to choose the method of purchasing shares that is most beneficial,
given the amount of the purchase, the length of time the investor expects to
hold the shares and other circumstances. As more fully discussed below, Class I
shares are also offered for sale but are available only to certain specified
investors and not to the public generally.

Investors making investments that, based upon the amount of the investment,
would qualify for reduced Class A sales charges may wish to consider Class A
shares, as opposed to Class B or Class C

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shares, which bear higher Rule 12b-1 charges. Other investors may wish to
consider Class B or Class C shares because all of the purchase price is invested
immediately. Orders for Class B shares for $250,000 or more will be treated as
orders for Class A shares or declined. Sales personnel may receive different
compensation depending on which Class of shares they sell.

Class I shares are available for investments only by: (a) directors,
officers, employees and consultants of the Fund (including partners and
employees of outside legal counsel to the Fund), the Fund's investment adviser,
Jundt Associates, Inc. (the "Investment Adviser") and the Fund's principal
distributor, U.S. Growth Investments, Inc. (the "Distributor"), members of their
immediate families, and their direct lineal ancestors and descendants; and (b)
accounts for the benefit of any of the foregoing.

FEES AND EXPENSES

The following fee and expense summary format was developed for use by all
mutual funds to assist investors in making investment decisions. Of course,
investors contemplating an investment in Fund shares should also consider other
relevant factors, including the Fund's investment objective and historical
performance.

<TABLE>
<CAPTION>
CLASS A CLASS B(a) CLASS C
-------- ---------- --------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge Imposed on Purchases....... 5.25% NONE(b) NONE(b)
Sales Charge Imposed on Dividend Reinvestments.. NONE NONE NONE
Maximum Deferred Sales Load (as a percentage of
original purchase price or redemption
proceeds, whichever is lower) (c)............. 1.00%(d) 4.00% 1.00%
Annual Fund Operating Expenses (as a percentage of
average net assets):
Investment Advisory Fees (e).................... 1.30% 1.30% 1.30%
12b-1 Fees:
Account Maintenance Fees...................... 0.25% 0.25% 0.25%
Distribution Fees............................. NONE 0.75%(b) 0.75%(b)
Other Expenses:
Administrative Fees........................... 0.20% 0.20% 0.20%
Shareholder Servicing Costs................... 0.30% 0.33% 0.33%
Other (f)..................................... 0.09% 0.09% 0.09%
-------- ---------- --------
Total Fund Operating Expenses (f)................. 2.14% 2.92% 2.92%
-------- ---------- --------
-------- ---------- --------
</TABLE>

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(a) Class B shares will convert automatically into Class A shares on their
designated conversion date (the 15th day of each month or the next business
day if the 15th is not a business day) immediately following the eighth
anniversary of their sale. See "How to Buy Fund Shares."

(b) Class B and Class C shares are sold without a front-end sales charge;
however, their higher 12b-1 fees may cause long-term Class B and Class C
shareholders to pay more than the economic equivalent of the maximum
permitted front-end sales charges.

(c) In addition to any applicable deferred sales loads, service agents may
charge a nominal fee for effecting redemptions of Fund shares.

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(d) A contingent deferred sales charge of 1% is imposed on certain redemptions
of Class A shares that were purchased without an initial sales charge as
part of an investment of $1 million or more. See "How to Buy Fund Shares --
Class A Shares."

(e) The fee paid by the Fund to the Investment Adviser is higher than the
advisory fee paid by most other investment companies.

(f) Net of voluntary expense reimbursements by the Investment Adviser.

EXAMPLE:

Investors would pay the following expenses on a $1,000 investment, assuming
a 5% annual return and redemption at the end of each time period:

<TABLE>
<CAPTION>
CLASS A (1) CLASS B CLASS C
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<S> <C> <C> <C>
One year...................................................... $ 73 $ 70 $ 40
Three years................................................... 116 120 90
</TABLE>

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(1) Numbers do not reflect the 1% contingent deferred sales charge that may be
imposed on certain redemptions of Class A shares.

Investors in Class B and Class C shares would pay the following expenses on
the same investment, assuming no redemption at the end of each time period:

<TABLE>
<CAPTION>
CLASS B CLASS C
----------- -----------
<S> <C> <C>
One year................................................................... $ 30 $ 30
Three years................................................................ 90 90
</TABLE>

The purpose of the fee and expense information set forth above is to assist
investors in understanding the various costs and expenses that investors will
bear directly or indirectly in each Class of the Fund's shares. More detailed
information regarding these expenses is set forth under "Management of the
Fund." THE FOREGOING INFORMATION REPRESENTS MANAGEMENT'S GOOD FAITH ESTIMATE OF
FUND EXPENSES (NET OF VOLUNTARY EXPENSE REIMBURSEMENTS) DURING THE FIRST FULL
FISCAL YEAR OF THE FUND'S OPERATIONS AND SHOULD NOT BE CONSIDERED
REPRESENTATIONS OF ACTUAL EXPENSES, WHICH MAY BE GREATER OR LESS THAN THOSE
SHOWN.

The Investment Adviser has voluntarily agreed to reimburse the Fund for
certain expenses in excess of the percentage indicated in the above table
incurred during the first full fiscal year of the Fund's operations. Thereafter,
such voluntary expense reimbursements may be discontinued or modified in the
Investment Adviser's sole discretion. Absent such voluntary expense
reimbursements, the Investment Adviser estimates that the Fund's Class A, Class
B and Class C shares would incur additional expenses of approximately 0.55%,
0.55% and 0.55%, respectively, and Total Fund Operating Expenses of
approximately 2.69%, 3.47%, and 3.47%, respectively.

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INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment objective and certain other specifically designated
investment policies and restrictions are deemed to be "fundamental" and, as
such, may not be changed except by a vote of shareholders owning a "majority of
the outstanding voting securities" of the Fund (as defined in the Investment
Company Act). Except for the Fund's investment objective and the policies and
restrictions that are specifically designated as "fundamental," each of the
Fund's investment policies and restrictions are "non-fundamental" and, as such,
may be changed or eliminated by the Company's Board of Directors without any
vote by Fund shareholders. If a percentage limitation set forth in any of the
following investment policies and restrictions is adhered to at the time a
transaction is effected, later changes in the percentage resulting from changes
in value or in the number of outstanding securities of the issuer will not be
considered a violation.

INVESTMENT OBJECTIVE

The Fund's investment objective is long-term capital appreciation. Income is
not a consideration in the selection of investments and is not an objective of
the Fund. Like all mutual funds, attainment of the Fund's investment objective
cannot be assured.

INVESTMENT POLICIES AND RISK CONSIDERATIONS

The Fund is a non-diversified mutual fund that, in normal market conditions,
will maintain a core investment portfolio of 20 to 30 common stocks. In
selecting investments for the Fund's portfolio, the Investment Adviser will
employ a fundamental "bottom up" approach in seeking to identify companies with
strong earnings growth potential. Securities generally will be selected without
regard to industry sectors, market capitalization or other defined selection
procedures. Realization of current income will not be a consideration in the
selection of investments for the Fund.

The Fund may employ investment techniques that are different from those
employed by most other mutual funds (for example, selling securities short,
investing in options and futures contracts and the employment of leverage). Each
of these techniques, described below, involves unique risks. The Statement of
Additional Information contains more detailed information about these investment
techniques, including limitations designed to reduce these risks.

The net asset value of the Fund will fluctuate with changes in the value of
its portfolio securities. The Fund should be viewed as a long-term investment
suitable for investors seeking long-term capital appreciation. The Fund is not
intended to provide a trading vehicle for investors who wish to profit from
short-term swings in the stock market.

INVESTMENTS IN SMALLER COMPANIES. The Fund may from time to time invest a
substantial portion of its assets in securities issued by smaller companies.
Such companies may offer greater opportunities for capital appreciation than
larger companies, but investments in such companies may involve certain special
risks. Such companies may have limited product lines, markets, or financial
resources and may be dependent on a limited management group. While the markets
in securities of such companies have grown rapidly in recent years, such
securities may trade less frequently and in smaller volume than more widely held
securities. The values of these securities may fluctuate more sharply than those
of other securities, and the Fund may experience some difficulty in establishing
or closing out positions in these securities at prevailing market prices. There
may be less publicly available information about the issuers of these securities
or less market interest in such securities

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than in the case of larger companies, and it may take a longer period of time
for the prices of such securities to reflect the full value of their issuers'
underlying earnings potential or assets.

SHORT SALES. When the Investment Adviser anticipates that the price of a
security will decline, it may sell the security short and borrow the same
security from a broker or other institution to complete the sale. The Fund may
make a profit or incur a loss depending upon whether the market price of the
security decreases or increases between the date of the short sale and the date
on which the Fund must replace the borrowed security. An increase in the value
of a security sold short by the Fund over the price at which it was sold short
will result in a loss to the Fund, and there can be no assurance that the Fund
will be able to close out the position at any particular time or at an
acceptable price.

All short sales must be fully collateralized, and the Fund may not sell
securities short if, immediately after and as a result of the sale, the value of
all securities sold short by the Fund exceeds 25% of the Fund's total assets. In
addition, the Fund limits short sales of any one issuer's securities to 5% of
the Fund's total assets and to 5% of any one class of the issuer's securities.

FOREIGN SECURITIES. The Fund may invest up to 10% of the value of its total
assets in securities of foreign issuers. The Fund may only purchase foreign
securities that are represented by American Depository Receipts listed on a
domestic securities exchange or included in the NASDAQ National Market System,
or foreign securities listed directly on a domestic securities exchange or
included in the NASDAQ National Market System. Interest or dividend payments on
such securities may be subject to foreign withholding taxes. The Fund's
investments in foreign securities involve considerations and risks not typically
associated with investments in securities of domestic companies, including
unfavorable changes in currency exchange rates, reduced and less reliable
information about issuers and markets, different accounting standards,
illiquidity of securities and markets, local economic or political instability
and greater market risk in general.

DEBT SECURITIES. In normal market conditions, the Fund may invest up to 35%
of its total assets in "investment grade" debt securities, and in abnormal
market conditions, when the Investment Adviser believes that a defensive
investment posture is warranted, the Fund may invest without limitation in
"investment grade" debt securities. In addition, the Fund may invest in
non-investment grade "convertible" debt securities. See "Convertible
Securities."

Debt securities are deemed to be "investment grade" if rated Baa or higher
by Moody's Investors Service, Inc. ("Moody's") or BBB or higher by Standard &
Poor's Corporation ("S&P"), or if unrated that are judged by the Investment
Adviser to be of comparable quality. Securities rated Baa or BBB (and similar
unrated securities) lack outstanding investment characteristics, have
speculative characteristics, and are subject to greater credit and market risks
than higher-rated securities. The Fund will not necessarily dispose of a
security when its debt rating is reduced below its rating at the time of
purchase, although the Investment Adviser will monitor the investment to
determine whether continued investment in the security will assist in meeting
the Fund's investment objective.

CONVERTIBLE SECURITIES. The Fund may invest in convertible securities. A
convertible security (a bond or preferred stock) may be converted at a stated
price within a specified period of time into a certain quantity of the common
stock of the same or a different issuer. Convertible securities are senior to
common stock in an issuer's capital structure, but are usually subordinated to
similar non-convertible securities. While providing a fixed income stream
(generally higher in yield than the income from common stocks but lower than
that afforded by a similar non-convertible security), a

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convertible security also affords an investor the opportunity, through its
conversion feature, to participate in the capital appreciation of the issuer's
common stock. The Fund may invest in non "investment grade" convertible debt
securities. Non-investment grade debt securities (sometimes referred to as "junk
bonds") are considered speculative and may be in poor credit standing or even in
default as to payments of principal or interest. Moreover, such securities
generally are less liquid than investment grade debt securities.

DEFENSIVE STRATEGIES. At times, the Investment Adviser may judge that
market conditions make pursuing the Fund's basic investment strategy
inconsistent with the best interests of its shareholders. At such times, the
Investment Adviser may temporarily use defensive strategies primarily designed
to reduce fluctuations in the values of the Fund's assets. In implementing these
strategies, the Fund may temporarily invest up to 100% of its assets in U.S.
Government securities, other "high-quality" debt securities (securities rated A
or higher by Moody's and/or S&P or judged by the Investment Adviser to be of
comparable quality) and other securities the Investment Adviser believes to be
consistent with the Fund's best interests.

ZERO-COUPON BONDS. The Fund may at times invest in "zero-coupon" bonds.
Zero-coupon bonds are issued at a significant discount from face value and pay
interest only at maturity rather than at intervals during the life of the
security. The values of zero-coupon bonds are subject to greater fluctuation in
response to changes in market interest rates than bonds which pay interest
currently, and may involve greater credit risk than such bonds.

BORROWING AND LEVERAGE. The Fund may borrow money to invest in additional
portfolio securities. This practice, known as "leverage," increases the Fund's
market exposure and its risk. When the Fund has borrowed money for leverage and
its investments increase or decrease in value, the Fund's net asset value will
normally increase or decrease more than if it had not borrowed money. In
addition, the interest the Fund must pay on borrowed money will reduce the
amount of any potential gains or increase any losses. The extent to which the
Fund will borrow money, and the amount it may borrow, depend on market
conditions and interest rates. Successful use of leverage depends on the
Investment Adviser's ability to predict market movements correctly. The Fund may
at times borrow money by means of reverse repurchase agreements. Reverse
repurchase agreements generally involve the sale by the Fund of securities held
by it and an agreement to repurchase the securities at an agreed-upon price,
date, and interest payment. Reverse repurchase agreements will increase the
Fund's overall investment exposure and may result in losses. The amount of money
borrowed by the Fund for leverage may generally not exceed one-third of the
Fund's assets (including the amount borrowed).

OPTIONS AND FUTURES. The Fund may buy and sell call and put options to
hedge against changes in net asset value or to attempt to realize a greater
current return. In addition, through the purchase and sale of future contracts
and related options, the Fund may at times seek to hedge against fluctuations in
net asset value and to attempt to increase its investment return.

The Fund's ability to engage in options and futures strategies will depend
on the availability of liquid markets in such instruments. It is impossible to
predict the amount of trading interest that may exist in various types of
options or futures contracts. Therefore, there is no assurance that the Fund
will be able to utilize these instruments effectively for the purposes stated
above. Options and futures transactions involve certain risks which are
described below and in the Statement of Additional Information.

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Transactions in options and futures contracts involve brokerage costs and
may require the Fund to segregate assets to cover its outstanding positions. For
more information, see the Statement of Additional Information.

INDEX FUTURES AND OPTIONS. The Fund may buy and sell index futures
contracts ("index futures") and options on index futures and on indices (or may
purchase investments whose values are based on the value from time to time of
one or more securities indices) for hedging purposes. An index future is a
contract to buy or sell units of a particular bond or stock index at an agreed
price on a specified future date. Depending on the change in value of the index
between the time when the Fund enters into and terminates an index futures or
option transaction, the Fund realizes a gain or loss. The Fund may also buy and
sell index futures and options to increase its investment return.

RISKS RELATED TO OPTIONS AND FUTURES STRATEGIES. Options and futures
transactions involve costs and may result in losses. Certain risks arise because
of the possibility of imperfect correlations between movements in the prices of
futures and options and movements in the prices of the underlying security or
index or of the securities held by the Fund that are the subject of a hedge. The
successful use by the Fund of the strategies described above further depends on
the ability of the Investment Adviser to forecast market movements correctly.
Other risks arise from the Fund's potential inability to close out futures or
options positions. Although the Fund will enter into options or futures
transactions only if the Investment Adviser believes that a liquid secondary
market exists for such option or futures contracts, there can be no assurance
that the Fund will be able to effect closing transactions at any particular time
or at an acceptable price. In addition, certain provisions of the Internal
Revenue Code may limit the Fund's ability to engage in options and futures
transactions.

The Fund expects that its options and futures transactions generally will be
conducted on recognized exchanges. The Fund may in certain instances purchase
and sell options in the over-the-counter markets. The Fund's ability to
terminate options in the over-the-counter markets may be more limited than for
exchange-traded options, and such transactions also involve the risk that
securities dealers participating in such transactions would be unable to meet
their obligations to the Fund. The Fund will, however, engage in
over-the-counter transactions only when appropriate exchange-traded transactions
are unavailable and when, in the opinion of the Investment Adviser, the pricing
mechanism and liquidity of over-the-counter markets are satisfactory and the
participants are responsible parties likely to meet their obligations.

Consistent with the rules and regulations of the Commodity Futures Trading
Commission exempting the Fund from regulation as a "commodity pool," the Fund
will not purchase or sell futures contracts or related options if, as a result,
the sum of the initial margin deposit on the Fund's existing futures and related
options positions and premiums paid for options on futures contracts entered
into for other than bona fide hedging purposes would exceed 5% of the Fund's
assets. (For options that are "in-the-money" at the time of purchase, the amount
by which the option is "in-the-money" is excluded from this calculation.)

NON-DIVERSIFICATION AND SECTOR CONCENTRATION. As a "non-diversified" fund,
the Fund may invest its assets in a more limited number of issuers than may
other investment companies. Under the Internal Revenue Code, however, the Fund
may not invest more than 25% of its assets in obligations of any one issuer
other than U.S. Government obligations and, with respect to 50% of its total
assets, may not invest more than 5% of its total assets in the securities of any
one issuer (except U.S. Government securities). Thus, as a non-diversified fund,
the Fund may invest up to 25% of its total

8
<PAGE>
assets in the securities of each of any two issuers. This practice involves an
increased risk of loss to the Fund if the market value of a security should
decline or its issuer were otherwise not to meet its obligations.

At times the Fund may invest more than 25% of its assets in securities of
issuers in one or more market sectors such as, for example, the technology
sector. A market sector may be made up of companies in a number of related
industries. The Fund would only concentrate its investments in a particular
market sector if the Investment Adviser were to believe the investment return
available from concentration in that sector justifies any additional risk
associated with concentration in that sector. When the Fund concentrates its
investments in a market sector, financial, economic, business, and other
developments affecting issuers in that sector will have a greater effect on the
Fund than if it had not concentrated its assets in that sector.

SECURITIES LOANS AND REPURCHASE AGREEMENTS. The Fund may lend portfolio
securities to broker-dealers and may enter into repurchase agreements. These
transactions must be fully collateralized at all times, but involve some risk to
the Fund if the other party should default on its obligations and the Fund is
delayed or prevented from recovering the collateral.

PORTFOLIO TURNOVER. The length of time the Fund has held a particular
security is not generally a consideration in investment decisions. The Fund's
investment policies may lead to frequent changes in the Fund's investments,
particularly in periods of volatile market movements. A change in the
investments held by the Fund is known as "portfolio turnover." Portfolio
turnover generally involves some expense to the Fund, including brokerage
commissions or dealer mark-ups and other transaction costs on the sale of
securities and reinvestment in other securities. Such sales may result in
realization of taxable capital gains. During the initial year of the Fund's
operations, the Fund's portfolio turnover is expected to exceed 100%.

INVESTMENT RESTRICTIONS

In addition to the investment policies set forth above, the Fund has adopted
certain fundamental investment restrictions (set forth in their entirety in the
Statement of Additional Information), which may not be amended without the vote
of a "majority of the outstanding voting securities" of the Fund (as defined in
the Investment Company Act). These restrictions prohibit the Fund, among other
matters, from: (a) investing more than 25% of its total assets in any one
industry (securities issued or guaranteed by the United States Government, its
agencies or instrumentalities are not considered to represent industries); or
(b) borrowing money, except from banks for temporary or emergency purposes or as
required in connection with otherwise permissible leverage activities and then
only in an amount not in excess of one-third of the value of the Fund's total
assets. Additionally, the Fund has adopted certain non-fundamental investment
restrictions (also set forth in their entirety in the Statement of Additional
Information), which may be changed by the Company's Board of Directors without
the approval of the Fund's shareholders. According to these restrictions, the
Fund, among other matters, may not invest more than 15% of its net assets in
illiquid securities.

BROKERAGE AND PORTFOLIO TRANSACTIONS

9
<PAGE>
price and execution for its transactions. While the Investment Adviser generally
seeks reasonably competitive commission rates, the Fund does not necessarily pay
the lowest commission.

Where best price and execution may be obtained from more than one broker or
dealer, the Investment Adviser may, in its discretion, purchase and sell
securities through brokers or dealers who provide research, statistical and
other information to the Investment Adviser. Information so received will be in
addition to and not in lieu of the services required to be performed by the
Investment Adviser under its investment advisory agreement with the Fund and the
expenses of the Investment Adviser will not necessarily be reduced as a result
of the receipt of such supplemental information. Such information may be useful
to the Investment Adviser in providing services to clients other than the Fund.
Conversely, such information provided to the Investment Adviser by brokers and
dealers through whom other clients of the Investment Adviser effect securities
transactions may be useful to the Investment Adviser in providing services to
the Fund.

Consistent with the rules and regulations of the National Association of
Securities Dealers, Inc. (the "NASD"), the Investment Adviser may also consider
distribution of Fund shares when allocating Fund portfolio transactions between
or among brokers and dealers that otherwise offer best price and execution.

The Fund will not purchase securities from, or sell securities to, the
Investment Adviser.

Certain other clients of the Investment Adviser have investment objectives
and policies similar to those of the Fund. The Investment Adviser may, from time
to time, make recommendations that result in the purchase or sale of a
particular investment by its other clients simultaneously with the Fund. If
transactions on behalf of more than one client during the same period increase
the demand for the investments being purchased or the supply of investments
being sold, there may be an adverse effect on price or quantity. In addition, it
is possible that the number of options or futures transactions that the Fund may
enter into may be affected by options or futures transactions entered into by
other investment advisory clients of the Investment Adviser. It is the policy of
the Investment Adviser to allocate advisory recommendations and the placing of
orders in a manner that is deemed equitable by the Investment Adviser to the
accounts involved, including the Fund. When two or more of the clients of the
Investment Adviser (including the Fund) are purchasing or selling the same
security on a given day from, to or through the same broker-dealer, such
transactions may be averaged as to price.

MANAGEMENT OF THE FUND

The Company's Board of Directors is responsible for the overall management
and operation of the Fund. The Fund's officers are responsible for the
day-to-day operations of the Fund under the supervision of the Company's Board
of Directors.

INVESTMENT ADVISER

Pursuant to an Investment Advisory Agreement with the Fund (the "Investment
Advisory Agreement"), the Investment Adviser serves as the Fund's investment
adviser and, as such, is responsible for the overall management of the Fund's
investment portfolio. The Investment Adviser was incorporated in December 1982.
As of October 31, 1997, the Investment Adviser managed approximately $1 billion
of assets for the Fund, The Jundt Growth Fund, Inc., Jundt U.S. Emerging Growth
Fund, Jundt Opportunity Fund and other institutional clients.

10
<PAGE>
Under the Investment Advisory Agreement, the Fund pays the Investment
Adviser a monthly fee equal on an annual basis to 1.30% of the Fund's average
daily net assets. This fee is higher than the advisory fee paid by most other
investment companies.

James R. Jundt serves as director, Chairman of the Board, Chief Executive
Officer and Secretary of the Investment Adviser and beneficially owns 95% of the
Investment Adviser's capital stock. Mary Joann Jundt, wife of James R. Jundt, is
the trustee of a trust that beneficially owns the remaining 5% of the Investment
Adviser's capital stock. The current beneficiaries of the trust are the children
of Mr. and Mrs. Jundt (including Marcus E. Jundt, Vice Chairman of the Board and
a director of the Investment Adviser) and the issue of such children. Mrs. Jundt
votes the shares owned by the trust.

PORTFOLIO MANAGERS

The Investment Adviser has no formal investment committee. All investment
decisions are made by one or more of the firm's four portfolio managers: James
R. Jundt, Donald M. Longlet, Thomas L. Press and Marcus E. Jundt. The Investment
Adviser places significant emphasis on the team approach in conducting its
portfolio management activities. The portfolio managers confer frequently
throughout the typical business day as to investment opportunities, and most
investment decisions are made after consultation with the other portfolio
managers.

James R. Jundt, CFA, began his investment career in 1964 with Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), New York, New York, as a
security analyst before joining Investors Diversified Services, Inc. (now known
as American Express Financial Advisers, Inc.) in Minneapolis, Minnesota in 1969,
where he served in analytical and portfolio management positions until 1979.
From 1979 to 1982, Mr. Jundt was a portfolio manager for St. Paul Advisers, Inc.
("St. Paul Advisers," subsequently known as AMEV Advisers, Inc. and now known as
Fortis Advisers, Inc.) in Minneapolis. In December 1982, Mr. Jundt left St. Paul
Advisers and founded the Investment Adviser. He has served as Chairman of the
Board, President and Chief Executive Officer and a portfolio manager of The
Jundt Growth Fund, Inc. since 1991 and of the Company since 1995. Mr. Jundt has
approximately 34 years of investment experience. Mr. Jundt also serves as a
Director and Chairman of the Distributor.

Donald M. Longlet, CFA, began his investment career in 1968 with
Northwestern National Bank of Minneapolis (now known as Norwest Bank Minnesota,
National Association), where he served as a security analyst and portfolio
manager until 1982. Mr. Longlet worked as a portfolio manager for AMEV Advisers,
Inc. (now known as Fortis Advisers, Inc.) from 1983 until 1989, when he joined
the Investment Adviser as a portfolio manager. He has served as Vice President
and Treasurer and a portfolio manager of The Jundt Growth Fund, Inc. since 1991
and of the Company since 1995. Mr. Longlet has approximately 30 years of
investment experience.

Thomas L. Press was a Senior Vice President of Investment Advisers, Inc. in
Minneapolis and Co-Manager of the IAI Emerging Growth Fund from 1992 until 1993,
when he joined the Investment Adviser as a portfolio manager. From 1987 to 1992,
Mr. Press was a Vice President, Institutional Sales in the Chicago office of
Morgan Stanley & Co., Inc., and prior thereto was an institutional salesman and
trader in the Chicago office of Salomon Brothers Inc. He has served as a
portfolio manager of The Jundt Growth Fund, Inc. since 1993 and of Jundt Funds,
Inc. since 1995. Mr. Press has approximately 13 years of investment experience.
Mr. Press also serves as a Director, President, Secretary and Treasurer of the
Distributor.

11
<PAGE>

Marcus E. Jundt has been a portfolio manager for the Investment Adviser
since 1992. Mr. Jundt was employed as a research analyst for Victoria Investors
in New York, New York from 1988 to 1992, and from 1987 to 1988 was employed by
Cargill Investor Services, Inc., where he worked on the floor of the Chicago
Mercantile Exchange. He has served as a portfolio manager of The Jundt Growth
Fund, Inc. since 1992 and of Jundt Funds, Inc. since 1995. Mr. Jundt has
approximately 11 years of investment and related experience.

ADMINISTRATOR

Under the terms of an Administration Agreement between Princeton
Administrators, L.P. (the "Administrator") and the Fund (the "Administration
Agreement"), the Administrator performs or arranges for the performance of
certain administrative services (I.E., services other than investment advice and
related portfolio activities) necessary for the operation of the Fund,
including, but not limited to, maintaining certain of the books and records of
the Fund, preparing or reviewing certain reports and other documents required by
United States federal, state and other applicable laws and regulations to
maintain the registration of the Fund and its shares and providing the Fund with
administrative office facilities. For the services rendered to the Fund and the
facilities furnished, the Fund pays the Administrator a monthly fee equal to the
greater of: (a) $ per annum; or (b) an annual rate equal to .20% of the
Fund's average daily net assets up to $600 million and .175% of the Fund's
average daily net assets in excess of $600 million. The principal address of the
Administrator is P.O. Box 9095, Princeton, New Jersey 08543. The Administrator
is an affiliate of Merrill Lynch.

THE DISTRIBUTOR; RULE 12b-1 DISTRIBUTION PLANS

Pursuant to a Distribution Agreement by and between the Fund's principal
distributor, U.S. Growth Investments, Inc. (the "Distributor") and the Fund, the
Distributor serves as the principal underwriter of each Class of the Fund's
shares. Additionally, the Fund has adopted Distribution Plans pursuant to Rule
12b-1 under the Investment Company Act with respect to its Class A, Class B and
Class C shares, pursuant to which each such Class pays the Distributor certain
fees in connection with the distribution of shares of such Class and/or the
maintenance of shareholder accounts.

Under its Distribution Plan, each of Class A, Class B and Class C pays the
Distributor a Rule 12b-1 "account maintenance fee" equal on an annual basis to
.25% of the average daily net assets attributable to each such Class. This
account maintenance fee is designed to compensate the Distributor and certain
broker-dealers and financial institutions with which the Distributor has entered
into selling arrangements for the provision of certain services to the holders
of Fund shares, including, but not limited to, answering shareholder questions,
providing shareholders with reports and other information and providing various
other services relating to the maintenance of shareholder accounts.

The Distribution Plans of Class B and Class C provide for the additional
payment of a Rule 12b-1 "distribution fee" to the Distributor, equal on an
annual basis to .75% of the average daily net assets attributable to each such
Class. This fee is designed to compensate the Distributor for advertising,
marketing and distributing the Class B and Class C shares, including the
provision of initial and ongoing sales compensation to the Distributor's sales
representatives and to other broker-dealers and financial institutions with
which the Distributor has entered into selling arrangements.

12
<PAGE>
TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND CUSTODIAN; SUBACCOUNTING AGENTS

Investors Fiduciary Trust Company (the "Transfer Agent"), 801 Pennsylvania,
Kansas City, Missouri 64105, serves as the Fund's transfer agent and dividend
disbursing agent. Norwest Bank Minnesota, N.A., Norwest Center, 90 South Seventh
Street, Minneapolis, Minnesota 55402, serves as the Fund's custodian. In
addition, the Fund compensates certain broker-dealers that sell Fund shares for
performing various accounting and administrative services with respect to large
street-name accounts maintained by such broker-dealers.

HOW TO BUY FUND SHARES

ALTERNATIVE PURCHASE ARRANGEMENTS

The Fund offers investors the choice among three Classes of shares, namely,
Class A, Class B and Class C, which offer different sales charges and bear
different expenses. THE FUND'S CLASS I SHARES ARE OFFERED FOR SALE EXCLUSIVELY
TO CERTAIN SPECIFIED INVESTORS AND ARE NOT OFFERED FOR SALE TO THE GENERAL
PUBLIC. These alternatives permit an investor to choose the method of purchasing
shares that is most beneficial given the amount of the purchase, the length of
time the investor expects to hold the shares and other circumstances.

As more fully set forth below, a broker-dealer or financial institution may
receive different levels of compensation depending upon which Class of shares is
sold. In addition, the Distributor from time to time may pay certain additional
cash incentives of up to $100 and/or non cash incentives to its investment
executives and other broker-dealers and financial institutions in consideration
of their sales of Fund shares. In some instances, other incentives may be made
available only to selected broker-dealers and financial institutions, based on
objective standards developed by the Distributor, to the exclusion of other
broker-dealers and financial institutions. The Distributor in its discretion may
from time to time, pursuant to objective criteria established by it, pay fees to
qualifying brokers, dealers or financial intermediaries for certain services or
activities which are primarily intended to result in sales of Fund shares.

GENERAL PURCHASE INFORMATION

The minimum initial investment is $1,000, and the minimum additional
investment is $50. The Fund may waive or reduce these minimums for certain
retirement and employee savings plans or custodial accounts for the benefit of
minors. The Fund's shares may be purchased at their public offering price (see
below) from the Distributor, from the Transfer Agent, from other broker-dealers
who are members of the NASD and who have selling agreements with the
Distributor, and from certain financial institutions that have selling
agreements with the Distributor.

When purchasing Fund shares, investors must specify which Class of shares is
being purchased. If no Class is specified, the order will be deemed an
investment in Class A shares.

When orders are placed for shares of the Fund, the public offering price
used for the purchase will be the net asset value per share next determined,
plus the applicable sales charge, if any. If an order is placed with the
Distributor or other broker-dealer, the broker-dealer is responsible for
promptly transmitting the order to the Fund.

13
<PAGE>
Shares of the Fund may be purchased by opening an account either by mail or
by phone. Shares are deemed to be purchased as of the time of determination of
the Fund's net asset value on the day the purchase order for the purchase of its
shares is received in good form and accepted by the Fund.

No share certificates will be issued by the Fund.

An investor who may be interested in having shares redeemed shortly after
purchase should consider making unconditional payment by certified check or
other means approved in advance by the Distributor. Payment of redemption
proceeds will be delayed as long as necessary to verify by expeditious means
that the purchase payment has been or will be collected. Such period of time
typically will not exceed 15 days.

AUTOMATIC INVESTMENT PLAN. Investors may make systematic investments in
fixed amounts automatically on a monthly basis through the Fund's Automatic
Investment Plan. Additional information is available from the Distributor.

PURCHASES BY MAIL. To open an account by mail, complete the general
authorization form attached to this Prospectus, and mail it, along with a check
payable to "Jundt Twenty-Five Fund" to:

c/o National Financial Data Services
P.O. Box 419168
Kansas City, MO 64141-6168

You may not purchase shares with a third party check.

PURCHASES BY TELEPHONE. To open an account by telephone, call (800)
370-0612 to obtain an account number and instructions. Information concerning
the account will be taken over the phone. The investor must then request a
commercial bank with which he or she has an account and which is a member of the
Federal Reserve System to transmit Federal Funds by wire to the Fund as follows:

State Street Bank & Trust Company, ABA #011000028
For credit of: Jundt Twenty-Five Fund
Account No.: 9905-154-2
Account Number: (assigned by telephone)

Information on how to transmit Federal Funds by wire is available at any
national bank or any state bank that is a member of the Federal Reserve System.
The bank may charge the shareholder for the wire transfer. The investor will be
required to complete the general authorization form attached to this Prospectus
and mail it to the Fund after making the initial telephone purchase.

PURCHASES BY TAX-DEFERRED RETIREMENT PLANS. Individual investors may
establish an account in the Fund as an Individual Retirement Account ("IRA").
IRAs allow such investors to save for retirement and shelter their investment
income from current taxes. Investors should consult with their tax advisors to
determine if they qualify to deduct all or part of any IRA contribution for
purposes of federal and state income tax returns.

Fund shares may also be purchased as an investment for other qualified
retirement plans in which investors participate, such as profit-sharing and
money purchase plans, 401(k) programs, 403(b) plans, Simplified Employer Pension
(SEP) Plans and others. Such investors should consult their employers or plan
administrators before investing.

14
<PAGE>
CLASS A SHARES -- INITIAL SALES CHARGE ALTERNATIVE

The public offering price of Class A shares of the Fund is their next
determined net asset value plus the applicable front-end sales charge ("FESC").
The Fund receives the net asset value. The FESC varies depending on the size of
the purchase and is allocated between the Distributor and other broker-dealers.
The current FESC schedule is as follows:

<TABLE>
<CAPTION>
FRONT-END SALES CHARGE
-------------------------------
(AS A % OF DEALER REALLOWANCE
OFFERING (AS A % OF (AS A % OF
AMOUNT OF INVESTMENT PRICE) NET INVESTMENT) OFFERING PRICE)
- ------------------------------------------------------------- -------------- --------------- ------------------
<S> <C> <C> <C>
Less than $25,000............................................ 5.25% 5.54% 4.50%
$25,000 but less than $50,000................................ 4.75% 4.99% 4.25%
$50,000 but less than $100,000............................... 4.00% 4.17% 3.50%
$100,000 but less than $250,000.............................. 3.00% 3.09% 2.50%
$250,000 but less than $1,000,000............................ 2.00% 2.04% 1.75%
$1,000,000 and greater....................................... NONE* NONE* *
</TABLE>

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

* On any sale of Class A shares to an investor in the amount of $1 million or
more, the Distributor will pay the dealer a commission equal to 1% of the
amount of that sale that is less than $2.5 million, .50% of the amount of
the sale that equals or exceeds $2.5 million but is less than $5 million and
.25% of the sale that equals or exceeds $5 million. Although such purchases
are not subject to a FESC, a contingent deferred sales charge ("CDSC") of 1%
will be imposed at the time of redemption if redeemed within one year. See
"How to Redeem Fund Shares -- Contingent Deferred Sales Charge."

In connection with the distribution of the Fund's Class A shares, the
Distributor receives all applicable sales charges. The Distributor, in turn,
pays other broker-dealers selling such shares the "dealer reallowance" set forth
above and an annual fee of 0.25% of the amount invested that begins to accrue
one year after the shares are sold. In the event that shares are purchased by a
financial institution acting as agent for its customers, the Distributor or the
broker-dealer with whom such order was placed may pay all or part of its dealer
reallowance to such financial institution in accordance with agreements between
such parties.

SPECIAL PURCHASE PLANS -- REDUCED SALES CHARGES. Certain investors (or
groups of investors) may qualify for reductions in, or waivers of, the sales
charges shown above. Investors should contact their broker-dealer or the Fund
for details about the Combined Purchase Privilege, Cumulative Quantity Discount
and Letter of Intention plans. Descriptions are also included in the
authorization form and in the Statement of Additional Information. These special
purchase plans may be amended or eliminated at any time by the Distributor
without notice to existing Fund shareholders.

RULE 12b-1 FEES. Class A shares are subject to a Rule 12b-1 account
maintenance fee payable at an annual rate of .25% of the average daily net
assets of the Fund attributable to Class A shares. For additional information
about this fee, see "Management of the Fund -- The Distributor; Rule 12b-1
Distribution Plans."

WAIVER OF SALES CHARGES. Class A shares will be issued at net asset value,
and not subject to a FESC or CDSC, if the purchase of such shares is funded by
the proceeds from the redemption of shares of any unrelated open-end investment
company that charges a sales charge. In order to exercise this privilege, the
purchase order must be received by the Fund within 60 days after the redemption
of

15
<PAGE>
shares of the unrelated investment company. Class A shares also will be issued
at their net asset value, and not subject to a FESC or CDSC, to the following
categories of investors:

- Investment executives and other employees of broker-dealers and financial
institutions that have entered into agreements with the Distributor for
the distribution of Fund shares, employees of contractual service
providers to the Fund, and parents and immediate family members of such
persons.

- Trust companies and bank trust departments for funds held in a fiduciary,
agency, advisory, custodial or similar capacity.

- States and their political subdivisions, and instrumentalities,
departments, authorities and agencies of states and their political
subdivisions.

- Registered investment advisers and their investment advisory clients.

- Employee benefit plans qualified under Section 401(a) of the Code (which
does not include Individual Retirement Accounts) and custodial accounts
under Section 403(b)(7) of the Code (also known as tax-sheltered
annuities).

CLASS B SHARES -- CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE

The public offering price of Class B shares of the Fund is the net asset
value of the Fund's shares. Class B shares are sold without an FESC at the time
of purchase so that the Fund receives the full amount of the investor's
purchase. However, a CDSC of up to 4% will be imposed if shares are redeemed
within six years of purchase. For additional information, see "How to Redeem
Fund Shares -- Contingent Deferred Sales Charge." In addition, Class B shares
are subject to higher Rule 12b-1 fees as described below. The CDSC will depend
on the number of years since the purchase was made, according to the following
table, and will be calculated on an amount equal to the lesser of the net asset
value of the shares at the time of purchase or their net asset value at the time
of redemption.

<TABLE>
<CAPTION>
CONTINGENT DEFERRED SALES CHARGE
(AS A PERCENTAGE OF AMOUNT SUBJECT TO
REDEMPTION DURING CHARGE)
- ---------------------------------------------------------------------- -------------------------------------------
<S> <C>
1st Year Since Purchase............................................... 4%
2nd Year Since Purchase............................................... 4%
3rd Year Since Purchase............................................... 3%
4th Year Since Purchase............................................... 3%
5th Year Since Purchase............................................... 2%
6th Year Since Purchase............................................... 1%
Thereafter............................................................ None
</TABLE>

Proceeds from the CDSC are paid to the Distributor and are used to defray
expenses of the Distributor related to providing distribution-related services
to the Fund in connection with the sale of Class B shares, such as the payment
of compensation to selected broker-dealers, and for selling Class B shares. The
combination of the CDSC and the Rule 12b-1 fee enable the Fund to sell the Class
B shares without deduction of a FESC at the time of purchase. Although Class B
shares are sold without a FESC, the Distributor pays a sales commission equal to
4% of the amount invested to broker-dealers who sell Class B shares and an
annual fee of 0.25% of the amount invested that begins

16
<PAGE>
to accrue one year after the shares are sold. Orders for Class B shares of
$250,000 or more will be treated as orders for Class A shares or declined.

RULE 12b-1 FEES. Class B shares are subject to a Rule 12b-1 account
maintenance fee payable at an annual rate of .25% of the average daily net
assets of the Fund attributable to Class B shares and a Rule 12b-1 distribution
fee payable at an annual rate of .75% of the average daily net assets
attributable to Class B shares. The higher Rule 12b-1 fee will cause Class B
shares to have a higher expense ratio and to pay lower dividends than Class A
shares. For additional information about this fee, see "Management of the Fund
- -- The Distributor; Rule 12b-1 Distribution Plans."

CONVERSION FEATURE. On the "designated conversion date" (the 15th day of
each month, or the next business day if the 15th day is not a business day)
following the eighth anniversary of their sale, Class B shares (including a pro
rata portion of the shares of the Fund received in connection with dividend and
distribution reinvestments) will automatically convert to Class A shares and
will no longer be subject to the higher Rule 12b-1 fees attributable to Class B
shares. Such conversion will be on the basis of the relative net asset values of
the two Classes. Class A shares issued upon such conversion will not be subject
to any FESC or CDSC. Class B shares acquired by exercise of the "reinstatement
privilege" will convert into Class A shares based on the time of the original
purchase of Class B shares. See "How to Redeem Fund Shares -- Reinstatement
Privilege." The conversion of Class B shares into Class A shares is subject to
the continuing availability of a ruling from the Internal Revenue Service that
payment of different dividends by each of the Classes of shares does not result
in the Fund's dividends or distributions constituting "preferential dividends"
under the Internal Revenue Code of 1986, as amended (the "Code"), and that such
conversions do not constitute taxable events for federal tax purposes. There can
be no assurance that such ruling will continue to be available, and the
conversion of Class B shares into Class A shares will not occur if such ruling
is not available at the time conversion is due. In such event, Class B shares
would continue to be subject to higher expenses than Class A shares for an
indefinite period.

CLASS C SHARES -- LEVEL LOAD ALTERNATIVE

The public offering price of Class C shares of the Fund is the net asset
value of the Fund's shares. Class C shares are sold without a FESC at the time
of purchase so that the Fund receives the full amount of the investor's
purchase. However, a CDSC of 1% will be imposed if shares are redeemed within
one year of purchase. For additional information, see "How to Redeem Fund Shares
- -- Contingent Deferred Sales Charge." In addition, Class C shares are subject to
higher Rule 12b-1 fees as described below.

Proceeds from the CDSC are paid to the Distributor and are used to defray
expenses of the Distributor related to providing distribution-related services
to the Fund in connection with the sale of Class C shares, such as the payment
of compensation to selected broker-dealers, and for selling Class C shares. The
combination of the CDSC and the Rule 12b-1 fee enable the Fund to sell the Class
C shares without deduction of a FESC at the time of purchase. Although Class C
shares are sold without a FESC, the Distributor pays a sales commission equal to
1% of the amount invested to broker-dealers who sell Class C shares at the time
the shares are sold and an annual fee of 1% of the amount invested that begins
to accrue one year after the shares are sold.

RULE 12b-1 FEES. Class C shares are subject to a Rule 12b-1 account
maintenance fee payable at an annual rate of .25% of the average daily net
assets of the Fund attributable to Class C shares and a

17
<PAGE>
Rule 12b-1 distribution fee payable at an annual rate of .75% of the average
daily net assets attributable to Class C shares. The higher Rule 12b-1 fee will
cause Class C shares to have a higher expense ratio and to pay lower dividends
than Class A shares. For additional information about this fee, see "Management
of the Fund -- The Distributor; Rule 12b-1 Distribution Plans."

As between Class B and Class C shares, an investor that anticipates an
investment in the Fund of longer than six years (the CDSC period applicable to
Class B shares) would conclude that Class B shares are preferable to Class C
shares because the Class B shares will automatically convert to Class A shares
(to which lower Rule 12b-1 fees apply) after eight years. However, an investor
with an anticipated investment time frame of less than six years (or with an
uncertain time frame) may choose Class C shares because of the larger and
longer-term CDSC applicable to Class B shares.

HOW TO REDEEM FUND SHARES

The Fund will redeem its shares in cash at the net asset value per share
next determined after receipt of a shareholder's written request for redemption
in good order. If shares for which payment has been collected are redeemed,
payment will be made within three days. Shareholders that own more than one
Class of the Fund's shares should clearly specify the Class or Classes of shares
being redeemed.

The Fund imposes no charges (other than any applicable CDSC) when shares are
redeemed directly through the Transfer Agent. Service agents may charge a
nominal fee for effecting redemptions of Fund shares. It is the responsibility
of each service agent to transmit redemption orders to the Transfer Agent. The
value of shares redeemed may be more or less than their original cost depending
upon the then-current net asset value of the Class being redeemed.

The Fund may suspend this right of redemption and may postpone payment only
when the New York Stock Exchange is closed for other than customary weekends or
holidays, or if permitted by the rules of the SEC during periods when trading on
the New York Stock Exchange is restricted or during any emergency which makes it
impracticable for the Fund to dispose of its securities or to determine fairly
the value of its net assets or during any other period permitted by order of the
SEC for the protection of investors.

Although the Fund has no current intention of doing so, the Fund reserves
the right to redeem its shares in kind. However, the Fund will pay in cash all
redemption requests by any shareholder that, during any 90-day period, amount to
no more than the lesser of: (a) $250,000; or (b) 1% of the Fund's net asset
value at the beginning of such 90-day period. If a redemption were made in kind,
a shareholder would incur transaction costs in disposing of any securities
received.

The Fund expects to redeem all of the shares of any shareholder whose
account has remained below $1,000 as a result of redemptions for at least 60
days after the mailing to the shareholder of a notice of intention to redeem.

SIGNATURE GUARANTEES

Certain requests must include a signature guarantee. Signature guarantees
are designed to protect shareholders and the Fund from fraud. A request to sell
shares must be made in writing and include a signature guarantee if any of the
following situations apply:

- A shareholder request in writing to redeem more than $50,000 worth of
shares,

18
<PAGE>
- A shareholder's account registration or address has changed within the
last 30 days,

- The check is being mailed to a different address than the one on the
account (record address),

- The check is being made payable to someone other than the account owner,
or

- The redemption or exchange proceeds are being transferred to an account
with a different registration.

A shareholder should be able to obtain a signature guarantee from a bank,
broker, dealer, credit union (if authorized under state law), securities
exchange or association, clearing agency or savings association. The Fund
reserves the right to waive the requirement of a signature guarantee in certain
limited circumstances. A NOTARY PUBLIC CANNOT PROVIDE A SIGNATURE GUARANTEE.

CONTINGENT DEFERRED SALES CHARGE

The CDSC will be calculated on an amount equal to the lesser of the net
asset value of the shares at the time of purchase or their net asset value at
the time of redemption. No CDSC will be imposed on any redeemed shares that have
been held for longer than the applicable CDSC period or to the extent the value
of any redeemed shares represents reinvestment of dividends or capital gains
distributions or capital appreciation of shares redeemed.

In determining whether a CDSC is applicable to any redemption, the
calculation will be determined in the manner that results in the lowest rate
being charged. Therefore, it will be assumed that a redemption of Class B or
Class C shares is made first of shares representing reinvestment of dividends
and capital gains distributions and then of remaining shares held by the
shareholder for the longest period of time. If a shareholder owns Class A and
Class B shares, then absent a shareholder choice to the contrary, Class B shares
not subject to a CDSC will be redeemed in full prior to any redemption of Class
A shares not subject to a CDSC.

The CDSC does not apply to: (a) redemption of shares when the Fund exercises
its right to liquidate accounts which are less than the minimum account size;
(b) redemptions in the event of the death or disability of the shareholder
within the meaning of Section 72(m)(7) of the Code; and (c) redemptions
representing a minimum required distribution from an individual retirement
account processed under a systematic withdrawal plan.

REINSTATEMENT PRIVILEGE

The Distributor, upon notification, intends to provide, out of its own
assets, a pro rata refund of any CDSC paid in connection with a redemption of
shares of the Fund (by crediting such refunded CDSC to such shareholder's
account) if, within 90 days of such redemption, all or any portion of the
redemption proceeds are reinvested in shares of the same Class of the Fund. Any
reinvestment within 90 days of a redemption with respect to which the CDSC was
paid will be made without the imposition of a FESC but will be subject to the
same CDSC to which such amount was subject prior to the redemption. The CDSC
period will run from the original investment date of the redeemed shares but
will be extended by the number of days between the redemption date and the
reinvestment date.

EXCHANGE PRIVILEGE

Except as described below, shareholders may exchange some or all of their
Fund shares for shares of The Jundt Growth Fund, Inc., Jundt U.S. Emerging
Growth Fund or Jundt Opportunity Fund,

19
<PAGE>

provided that the shares to be acquired in the exchange are eligible for sale in
the shareholder's state of residence. Class A shareholders may exchange their
shares for Class A shares (or Class I shares, if the shareholder is eligible to
purchase Class I shares) of The Jundt Growth Fund, Inc. or for Class A shares of
Jundt U.S. Emerging Growth Fund or Jundt Opportunity Fund, Class B shareholders
may exchange their shares for Class B shares of The Jundt Growth Fund, Inc.,
Jundt U.S. Emerging Growth Fund or Jundt Opportunity Fund, and Class C
shareholders may exchange their shares for Class C shares of The Jundt Growth
Fund, Inc., Jundt U.S. Emerging Growth Fund or Jundt Opportunity Fund.

The minimum amount which may be exchanged is $1,000. Exchanges will be
effected on the basis of the relative net asset values of each Fund. If a
shareholder exchanges shares of the Fund that are subject to a CDSC for shares
of another Jundt mutual fund, the transaction will not be subject to a CDSC.
However, when shares acquired through the exchange are redeemed, the shareholder
will be treated as if no exchange took place for the purpose of determining the
CDSC. There is no specific time limit on exchange frequency; however, the Fund
is intended for long term investment and not as a trading vehicle. The
Investment Adviser reserves the right to prohibit excessive exchanges (more than
four per quarter). The Distributor reserves the right, upon 60 days' prior
notice, to restrict the frequency of, or otherwise modify, condition, terminate
or impose charges upon, exchanges. An exchange is considered a sale of shares on
which the investor may realize a capital gain or loss for income tax purposes. A
shareholder may place exchange requests directly with the Fund, through the
Distributor or through other broker-dealers. An investor considering an exchange
should obtain a prospectus of the Jundt mutual fund being acquired and should
read such prospectus carefully. Contact the Fund, the Distributor or any of such
other broker-dealers for further information about the exchange privilege.

EXPEDITED REDEMPTIONS

The Fund offers several expedited redemption procedures, described below,
which allow a shareholder to redeem Fund shares at net asset value (less any
applicable CDSC) determined on the same day that the shareholder placed the
request for redemption of those shares. Pursuant to these expedited redemption
procedures, the Fund's shares will be redeemed at their net asset value (less
any applicable CDSC) next determined following the Fund's receipt of the
redemption request. The Fund reserves the right at any time to suspend or
terminate the expedited redemption procedures or to impose a fee for this
service. There is currently no additional charge to the shareholder for use of
the Fund's expedited redemption procedures.

EXPEDITED TELEPHONE REDEMPTION. Shareholders redeeming at least $1,000 and
no more than $25,000 of shares may redeem by telephoning the Fund directly at
(800) 370-0612. The applicable section of the authorization form must have been
completed by the shareholder and filed with the Fund before the telephone
request is received. The Fund will employ reasonable procedures to confirm that
telephone instructions are genuine, including requiring that payment be made
only to the shareholder's address of record or to the bank account designated on
the authorization form and requiring certain means of telephonic identification.
If the Fund fails to employ such procedures, it may be liable for any losses
suffered by shareholders as a result of fraudulent instructions. The proceeds of
the redemption will be paid by check mailed to the shareholder's address of
record or, if requested at the time of redemption, by wire to the bank
designated on the authorization form.

20
<PAGE>
EXPEDITED REDEMPTIONS THROUGH CERTAIN BROKER-DEALERS. Certain
broker-dealers who have sales agreements with the Distributor may allow their
customers to effect an expedited redemption of shares of the Fund purchased
through such a broker-dealer by notifying the broker-dealer of the amount of
shares to be redeemed. The broker-dealer is then responsible for promptly
placing the redemption request with the Fund on the customer's behalf. Payment
will be made to the shareholder by check or wire sent to the broker-dealer.
Broker-dealers offering this service may impose a fee or additional requirements
for such redemptions.

MONTHLY CASH WITHDRAWAL PLAN

An investor who owns or buys shares of the Fund valued at $10,000 or more at
the current offering price may open a Withdrawal Plan and have a designated sum
of money paid monthly to the investor or another person. The applicable CDSC may
apply to monthly redemptions of Class A, Class B or Class C shares. However, the
CDSC will be waived for redemptions representing a minimum required distribution
from an Individual Retirement Account processed under a Withdrawal Plan. See
"Monthly Cash Withdrawal Plan" in the Statement of Additional Information.

DETERMINATION OF NET ASSET VALUE

The net asset value of each Class of the Fund's shares is determined once
daily as of 15 minutes after the close of business on the New York Stock
Exchange (generally 4:00 p.m., New York time) on each day during which the New
York Stock Exchange is open for trading. Any assets or liabilities initially
expressed in terms of non-U.S. dollar currencies are translated into U.S.
dollars at the prevailing market rates as quoted by one or more banks or dealers
on the day of valuation. The net asset value is computed by dividing the market
value of the securities held by the Fund plus any cash or other assets
(including interest and dividends accrued but not yet received) minus all
liabilities (including accrued expenses) by the total number of shares
outstanding at such time. Expenses, including but not limited to the fees paid
to the Investment Adviser and the Administrator and any account maintenance
and/or distribution fees payable to the Distributor, are accrued daily.

Portfolio securities which are traded on a national securities exchange or
on the NASDAQ National Market System are valued at the last sale price on such
exchange or market as of the close of business on the date of valuation.
Securities traded on a national securities exchange or on the NASDAQ National
Market System for which there were no sales on the date of valuation and
securities traded on other over-the-counter markets, including listed securities
for which the primary market is believed to be over-the-counter, are valued at
the mean between the most recently quoted bid and asked prices. Options are
valued at market value or fair value if no market exists. Futures contracts are
valued in a like manner, except that open futures contract sales are valued
using the closing settlement price or, in the absence of such a price, the most
recent quoted asked price. Securities and assets for which market quotations are
not readily available are valued at fair value as determined in good faith by
the Company's Board of Directors or by the Investment Adviser in accordance with
policies and procedures established by the Company's Board of Directors.
Short-term investments that mature in 60 days or less are valued at amortized
cost, which approximates fair value.

21
<PAGE>
DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES

DIVIDENDS AND OTHER DISTRIBUTIONS

Substantially all of the Fund's net investment income and net realized
gains, if any, will be paid to shareholders annually. Dividends and other
distributions may be taken in cash or automatically reinvested in additional
Fund shares (of the same Class of shares as the shares to which the dividends or
other distributions relate) at net asset value on the ex-distribution date.
Dividends and other distributions will be automatically reinvested in additional
Fund shares unless the shareholder has elected in writing to receive dividends
and other distributions in cash.

TAXES

The Fund intends to qualify as a "regulated investment company" under
Subchapter M of the Code. If so qualified, the Fund will not be subject to
federal income taxes to the extent its earnings are timely distributed. The Fund
also intends to make distributions as required by the Code to avoid the
imposition of the 4% federal excise taxes.

The Fund will distribute substantially all of its net investment income and
net capital gains, if any, to investors. Distributions to shareholders from the
Fund's income and short-term capital gains are taxed as dividends (as ordinary
income), and long-term capital gain distributions are taxed as long-term capital
gains. Distributions of long-term capital gains will be taxable to the investor
as long-term capital gains regardless of the length of time the shares have been
held. A portion of the Fund's dividends may qualify for the dividends received
deduction for corporations. The Fund's distributions are taxable when they are
paid, whether a shareholder takes them in cash or reinvests them in additional
Fund shares, except that dividends and other distributions declared in December
but paid in January are taxable as if paid on or before December 31. The federal
income tax status of all distributions will be reported to shareholders
annually. In addition to federal income taxes, dividends and other distributions
may also be subject to state or local taxes, and if the shareholder lives
outside the United States, the dividends and other distributions could also be
taxed by the country in which the shareholder resides.

"BUYING A DISTRIBUTION"

On the distribution date for a dividend or other distribution by the Fund,
its share price is reduced by the amount of the dividend or other distribution.
If an investor purchases shares of the Fund on or before the record date
("buying a distribution"), the investor will pay the full price for the shares
(which includes realized but undistributed earnings and capital gains of the
Fund that accumulate throughout the year), and then receive a portion of the
purchase price back in the form of a taxable distribution.

OTHER TAX INFORMATION

Under federal tax law, some shareholders may be subject to a 31% withholding
on reportable dividends, capital gains distributions and redemption payments
("backup withholding"). Generally, shareholders subject to backup withholding
will be those for whom a taxpayer identification number is not on file with the
Fund or any of its agents or who, to the Fund's or agent's knowledge, have
furnished an incorrect number. In order to avoid this withholding requirement,
investors must certify

22
<PAGE>
that the taxpayer identification number provided is correct and that the
investment is not otherwise subject to backup withholding, or is exempt from
backup withholding.

THE FOREGOING TAX DISCUSSION IS GENERAL IN NATURE, AND EACH INVESTOR IS
ADVISED TO CONSULT HIS OR HER TAX ADVISER REGARDING SPECIFIC QUESTIONS AS TO
FEDERAL, STATE, LOCAL OR FOREIGN TAXATION.

PERFORMANCE INFORMATION

Advertisements and communications to shareholders may contain various
measures of the Fund's performance, including various expressions of total
return. Additionally, such advertisements and communications may occasionally
cite statistics to reflect the Fund's volatility or risk. Performance for each
Class of the Fund's shares may be calculated on the basis of average annual
total return and/or total return. These total return figures reflect changes in
the price of the shares and assume that any income dividends and other
distributions made by the Fund during the measuring period were reinvested in
shares of the same Class. The Fund presents performance information for each
Class of shares commencing with the Fund's inception. Class A average annual
total return figures reflect the maximum initial FESC (but do not reflect the
imposition of any CDSC upon redemption), and Class B and Class C average annual
total return figures reflect any applicable CDSC. Performance for each Class is
calculated separately.

Average annual total return is calculated pursuant to a standardized formula
which assumes that an investment was purchased with an initial payment of $1,000
and that the investment was redeemed at the end of a stated period of time,
after giving effect to the reinvestment of dividends and other distributions
during the period. The return is expressed as a percentage rate which, if
applied on a compounded annual basis, would result in the redeemable value of
the investment at the end of the period. Advertisements of the Fund's
performance will cover, when available, one, five and ten-year periods, as well
as the time period since the inception of the Fund.

Total return is computed on a per share basis and assumes the reinvestment
of dividends and other distributions. Total return generally is expressed as a
percentage rate which is calculated by combining the income and principal
changes for a specified period and dividing by the maximum offering price per
share (in the case of Class A shares) or the net asset value per share (in the
case of Class B or Class C shares) at the beginning of the period.
Advertisements may include the percentage rate of total return or may include
the value of a hypothetical investment at the end of the period which assumes
the application of the percentage rate of total return. Total return also may be
calculated by using the net asset value per share at the beginning of the period
instead of the maximum offering price per share at the beginning of the period
for Class A shares, or without giving effect to any applicable CDSC at the end
of the period for Class B or Class C shares. Calculations based on the net asset
value per share do not reflect the deduction of the applicable FESC or CDSC
which, if reflected, would reduce the performance quoted.

In each case performance figures are based upon past performance. The
investment results of the Fund, like all others, will fluctuate over time; thus,
performance figures should not be considered to represent what an investment may
earn in the future or what the Fund's total return or average annual total
return may be in any period.

The Fund's performance from time to time in reports or promotional
literature may be compared to generally accepted indices or analyses such as
those published by Lipper Analytical Service, Inc., Standard & Poor's
Corporation, Dow Jones & Company, Inc., CDA Investment Technologies, Inc.,

23
<PAGE>
Morningstar, Inc. and Investment Company Data Incorporated. Performance ratings
reported periodically in national financial publications also may be used.

The Fund's Annual Reports will contain certain performance information
regarding the Fund and will be made available to any recipient of this
Prospectus upon request and without charge.

GENERAL INFORMATION

The Fund is a professionally managed, non-diversified series of the Company,
which was incorporated under the laws of the State of Minnesota on October 26,
1995. The Company is registered with the SEC under the Investment Company Act as
an open-end management investment company. This registration does not involve
supervision of management or investment policy by an agency of the federal
government.

The Company currently offers its shares in three Series: Series A, which
represent interests in the Jundt U.S. Emerging Growth Fund; Series B, which
represent interests in Jundt Opportunity Fund; and Series C, which represent
interests in the Fund. The Fund, in turn, currently offers its shares in four
Classes, namely, Class A, Class B, Class C and Class I, each sold pursuant to
different sales arrangements and bearing different expenses. The Company's Board
of Directors, without shareholder approval, is authorized to designate
additional Classes of shares in the future; however, the Board of Directors has
no present intention to do so. This Prospectus relates only to the Fund's Class
A, Class B and Class C shares, the only Classes offered for sale to the general
public. See "Purchase Information".

Shares of each Class represent interests in the assets of the Fund and have
identical voting, dividend, liquidation and other rights on the same terms and
conditions except that expenses related to the distribution of each Class are
borne solely by such Class and each Class of shares has exclusive voting rights
with respect to the Rule 12b-1 Distribution Plan applicable to such Class and
other matters for which separate Class voting is appropriate under applicable
law. Additionally, because Class B shares automatically convert into Class A
shares if held for the applicable time period, any proposed amendment to the
Class A Rule 12b-1 Distribution Plan that would increase the fees payable
thereunder must be approved by the Class A AND Class B shareholders (each voting
separately as a Class).

The Fund's shares are freely transferable, are entitled to dividends and
other distributions as declared by the Company's Board of Directors, and, upon
liquidation of the Fund, are entitled to receive the net assets of the Fund.

The Company's Articles of Incorporation permit the Company's Board of
Directors, without shareholder approval, to create additional Series of shares
and to subdivide any Series into various Classes of shares with such rights and
preferences as the Company's Board of Directors may designate. The Company's
Articles of Incorporation provide that each share of a Series has one vote
irrespective of the relative net asset values of the shares. On some issues,
such as the election of the Company's directors and the ratification of the
Company's independent auditors, all shares of the Company vote together as one
Series. On an issue affecting only a particular Series or Class, the shares of
the effected Series or Class vote as a separate Series or Class. An example of
such an issue would be a fundamental investment restriction pertaining to only
one Series.

24
<PAGE>
The assets received by the Company for the issue or sale of shares of each
Series or Class, and all income, earnings, profits and proceeds thereof, subject
only to the rights of creditors, are allocated to such Series, and in the case
of a Class, are allocated to such Class, and constitute the underlying assets of
such Series or Class. The underlying assets of each Series or Class are required
to be segregated on the books of account, and are to be charged with the
expenses with respect to such Series or Class, and with a share of the general
expenses of the Company. Any general expenses of the Company not readily
identifiable as belonging to a particular Series or Class shall be allocated
among the Series or Classes based upon the relative net assets of the Series or
Class at the time such expenses were accrued or such other method as the
Company's Board of Directors, or the Investment Adviser with the supervision of
the Company's Board of Directors, may determine.

The Company is not required under Minnesota law to hold annual or
periodically scheduled regular meetings of shareholders, and does not intend to
hold such meetings. The Company's Board of Directors may convene shareholder
meetings when it deems appropriate and is required under Minnesota law to
schedule regular or special meetings in certain circumstances. Additionally,
under Section 16(c) of the Investment Company Act, the Company's Board of
Directors must promptly call a meeting of shareholders for the purpose of voting
upon the question of removal of any director when requested in writing to do so
by the record holders of not less than 10% of the Company's outstanding shares.

Under Minnesota law, the Company's Board of Directors has overall
responsibility for managing the Company in good faith, in a manner reasonably
believed to be in the Company's best interests, and with the care an ordinarily
prudent person in a like position would exercise in similar circumstances. The
Company's Articles of Incorporation limit the liability of the Company's
officers and directors to the fullest extent permitted by law.

The Company and the Investment Adviser have adopted a Code of Ethics that
has been filed with the SEC as an exhibit to the Company's Registration
Statement (of which this Prospectus is a part). The Code of Ethics does not
permit any director, officer or employee of the Company, the Investment Adviser
or the Distributor, other than the Company's directors and officers who are not
interested persons of the Company, the Investment Adviser or the Distributor
(collectively, the "Disinterested Directors and Officers"), to purchase any
security in which the Fund is permitted to invest. If such person owns a
security in which, following its purchase by such person, the Fund becomes
permitted to invest, the person would not be permitted to acquire any additional
interest in such security and must observe strict limitations in connection with
any disposition of such security. Disinterested Directors and Officers are
permitted to purchase and sell securities in which the Fund may invest, but may
not effect any purchase or sale at any time during which the Fund has a pending
buy or sell order for the same security. Information about how the Code of
Ethics can be inspected or copied at the SEC's public reference rooms or
obtained at the SEC's headquarters is available through the SEC's toll-free
telephone number, (800) SEC-0330.

For a further discussion of the above matters, see "General Information" in
the Statement of Additional Information.

25
<PAGE>
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------

JUNDT TWENTY-FIVE FUND

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

PROSPECTUS
DECEMBER 19, 1997

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

TABLE OF CONTENTS

<TABLE>
<S> <C>
The Fund.............................. 2
Risk Factors.......................... 2
Purchase Information.................. 2
Fees and Expenses..................... 3
Investment Objective and Policies..... 5
Management of the Fund................ 10
How to Buy Fund Shares................ 13
How to Redeem Fund Shares............. 18
Determination of Net Asset Value...... 21
Dividends, Other Distributions and
Taxes................................ 22
Performance Information............... 23
General Information................... 24
</TABLE>

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, THE INVESTMENT ADVISER OR THE DISTRIBUTOR. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER
TO BUY, SHARES OF THE FUND IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFERING
OR SOLICITATION MAY NOT LAWFULLY BE MADE. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE ANY IMPLICATION THAT
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.

INVESTMENT ADVISER
Jundt Associates, Inc.
1550 Utica Avenue South
Suite 950
Minneapolis, Minnesota 55416

DISTRIBUTOR
U.S. Growth Investments, Inc.
1550 Utica Avenue South
Suite 950
Minneapolis, Minnesota 55416

ADMINISTRATOR
Princeton Administrators, L.P.
P.O. Box 9095
Princeton, New Jersey 08543

TRANSFER AGENT
Investors Fiduciary Trust Company
801 Pennsylvania
Kansas City, Missouri 64105

CUSTODIAN
Norwest Bank Minnesota, N.A.
90 South Seventh Street
Minneapolis, Minnesota 55402

INDEPENDENT AUDITORS
KPMG Peat Marwick LLP
4200 Norwest Center
Minneapolis, Minnesota 55402

LEGAL COUNSEL
Faegre & Benson LLP
2200 Norwest Center
Minneapolis, Minnesota 55402

- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
<PAGE>
PROSPECTUS OF
JUNDT TWENTY-FIVE FUND
CLASS I
<PAGE>
JUNDT TWENTY-FIVE FUND

1550 UTICA AVENUE SOUTH, SUITE 950

MINNEAPOLIS, MINNESOTA 55416

(800) 370-0612

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

Jundt Twenty-Five Fund (the "Fund") is a professionally managed series of
Jundt Funds, Inc. (the "Company"), an open-end management investment company
(commonly known as a "mutual fund") that currently offers its shares in three
series. The Fund, in turn, currently offers its shares in four classes, namely,
Class A, Class B, Class C and Class I, each sold pursuant to different sales
arrangements and bearing different expenses (each, a "Class" and, collectively,
the "Classes.") This Prospectus relates only to the Fund's Class I shares. See
"Purchase Information" and "General Information."

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

PROSPECTUS DATED DECEMBER 19, 1997
<PAGE>
THE FUND

RISK FACTORS

PURCHASE INFORMATION

The Fund's Class I shares will not be distributed to the general public, but
will be offered for sale exclusively to directors, officers, employees and
consultants of the Fund (including partners and employees of outside legal
counsel to the Fund), the Fund's investment adviser, Jundt Associates, Inc. (the
"Investment Adviser"), and the Fund's principal distributor, U.S. Growth
Investments, Inc. (the "Distributor"), members of their immediate families, and
their direct lineal ancestors and descendants, as well as accounts for the
benefit of any of the foregoing. This Prospectus relates exclusively to the
Fund's Class I shares.

2
<PAGE>
FEES AND EXPENSES

Class I shares are not subject to any front-end sales charges, deferred
sales charges, redemption fees or Rule 12b-1 account maintenance or distribution
fees. The following fee and expense summary format was developed for use by all
mutual funds to assist investors in making investment decisions. Of course,
investors contemplating an investment in Fund shares should also consider other
relevant factors, including the Fund's investment objectives and historical
performance.

<TABLE>
<CAPTION>
CLASS I SHARES
--------------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge Imposed on Purchases....... NONE
Sales Charge Imposed on Dividend
Reinvestments................................. NONE
Maximum Deferred Sales Load (a)................. NONE
Annual Fund Operating Expenses (as a percentage of
average net assets):
Investment Advisory Fees (b).................... 1.30%
12b-1 Fees...................................... NONE
Other Expenses:
Administrative Fees........................... .20%
Shareholder Servicing Costs................... .30%
Other (c)..................................... .09%
-------
Total Annual Fund Operating Expenses (c).......... 1.89%
-------
-------
</TABLE>

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

(a) Service agents may charge a nominal fee for effecting redemptions of Fund
shares.

(b) The fee paid by the Fund to the Investment Adviser is higher than the
advisory fee paid by most other investment companies.

EXAMPLE:

Investors would pay the following expenses on a $1,000 investment, assuming
a 5% annual return and redemption at the end of each time period:

<TABLE>
<CAPTION>
CLASS I SHARES
-----------------
<S> <C>
One year...................................................................... $ 19
Three years................................................................... 59
</TABLE>

The purpose of the fee and expense information set forth above is to assist
investors in understanding the various costs and expenses the investors will
bear directly or indirectly in the Fund's Class I shares. More detailed
information regarding these expenses is set forth under "Management of the Fund"
in the Prospectus THE FOREGOING INFORMATION REPRESENTS MANAGEMENT'S GOOD FAITH
ESTIMATE OF FUND EXPENSES (NET OF VOLUNTARY EXPENSE REIMBURSEMENTS) DURING THE
FIRST YEAR OF THE FUND'S OPERATIONS, AND SHOULD NOT BE CONSIDERED
REPRESENTATIONS OF WHICH EXPENSES, WHICH MAY BE GREATER OR LESS THAN THOSE
SHOWN.

The Investment Adviser has voluntarily agreed to reimburse the Fund for
certain expenses in excess of the percentage indicated in the above table
incurred during the first full fiscal year of the Fund's operations. Thereafter,
such voluntary expense reimbursements may be discontinued or modified in the
Investment Adviser's sole discretion. Absent such voluntary expense
reimbursements, the Investment Adviser estimates that the Fund's Class I shares
would incur additional expenses of approximately 0.55% and Total Fund Operating
Expenses of approximately 2.44%.

3
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE

INVESTMENT POLICIES AND RISK CONSIDERATIONS

The Fund may employ investment techniques that are different from those
employed by most other mutual funds (for example, selling securities short,
investing in options and futures contracts and the employment of leverage). Each
of these techniques, described below, involves unique risks. The Statement of
Additional Information contains more detailed information about these investment
techniques, including limitations designed to reduce these risks.

4
<PAGE>
than in the case of larger companies, and it may take a longer period of time
for the prices of such securities to reflect the full value of their issuers'
underlying earnings potential or assets.

5
<PAGE>
income from common stocks but lower than that afforded by a similar
non-convertible security), a convertible security also affords an investor the
opportunity, through its conversion feature, to participate in the capital
appreciation of the issuer's common stock. The Fund may invest in non
"investment grade" convertible debt securities. Non-investment grade debt
securities (sometimes referred to as "junk bonds") are considered speculative
and may be in poor credit standing or even in default as to payments of
principal or interest. Moreover, such securities generally are less liquid than
investment grade debt securities.

ZERO-COUPON BONDS. The Fund may at times invest in "zero-coupon" bonds and
"payment-in-kind" bonds. Zero-coupon bonds are issued at a significant discount
from face value and pay interest only at maturity rather than at intervals
during the life of the security. The values of zero-coupon bonds are subject to
greater fluctuation in response to changes in market interest rates than bonds
which pay interest currently, and may involve greater credit risk than such
bonds.

6
<PAGE>
Transactions in options and futures contracts involve brokerage costs and
may require the Fund to segregate assets to cover its outstanding positions. For
more information, see the Statement of Additional Information.

7
<PAGE>
assets in the securities of each of any two issuers. This practice involves an
increased risk of loss to the Fund if the market value of a security should
decline or its issuer were otherwise not to meet its obligations.

INVESTMENT RESTRICTIONS

BROKERAGE AND PORTFOLIO TRANSACTIONS

8
<PAGE>
portfolio securities. In executing such transactions, the Investment Adviser
seeks to obtain the best price and execution for its transactions. While the
Investment Adviser generally seeks reasonably competitive commission rates, the
Fund does not necessarily pay the lowest commission.

The Fund will not purchase securities from, or sell securities to, the
Investment Adviser.

MANAGEMENT OF THE FUND

INVESTMENT ADVISER

9
<PAGE>
Under the Investment Advisory Agreement, the Fund pays the Investment
Adviser a monthly fee equal on an annual basis to 1.30% of the Fund's average
daily net assets. This fee is higher than the advisory fee paid by most other
investment companies.

PORTFOLIO MANAGERS

10
<PAGE>
Marcus E. Jundt has been a portfolio manager for the Investment Adviser
since 1992. Mr. Jundt was employed as a research analyst for Victoria Investors
in New York, New York from 1988 to 1992, and from 1987 to 1988 was employed by
Cargill Investor Services, Inc., where he worked on the floor of the Chicago
Mercantile Exchange. He has served as a portfolio manager of The Jundt Growth
Fund, Inc. since 1992 and of Jundt Funds, Inc. since 1995. Mr. Jundt has
approximately 11 years of investment and related experience.

ADMINISTRATOR

THE DISTRIBUTOR

TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND CUSTODIAN; SUBACCOUNTING AGENTS

11
<PAGE>
HOW TO BUY FUND SHARES

The Fund offers its shares in four separate Classes, namely, Class A, Class
B, Class C and Class I, which offer different sales charges and bear different
expenses. The Fund's Class I shares will not be distributed to the general
public, but will be offered for sale exclusively to directors, officers,
employees and consultants of the Fund (including partners and employees of
outside legal counsel to the Fund), the Investment Adviser, and the Distributor,
members of their immediate families, and their direct lineal ancestors and
descendants, as well as accounts for the benefit of any of the foregoing. This
Prospectus relates exclusively to the Fund's Class I Shares.

When orders are placed for shares of the Fund, the public offering price
used for the purchase will be the net asset value per share next determined. If
an order is placed with the Distributor or other broker-dealer, the
broker-dealer is responsible for promptly transmitting the order to the Fund.

Shares of the Fund may be purchased by opening an account either by mail or
by phone. Shares are deemed to be purchased as of the time of determination of
the Fund's net asset value on the day the purchase order for the purchase of its
shares is received in good form and accepted by the Fund.

No share certificates will be issued by the Fund.

PURCHASES BY MAIL. To open an account by mail, complete the general
authorization form attached to this Prospectus, and mail it, along with a check
payable to "Jundt Twenty-Five Fund" to:

c/o National Financial Data Services
P.O. Box 419168
Kansas City, MO 64141-6168

You may not purchase shares with a third party check.

PURCHASES BY TELEPHONE. To open an account by telephone, call (800)
370-0612 to obtain an account number and instructions. Information concerning
the account will be taken over the phone.

12
<PAGE>
The investor must then request a commercial bank with which he or she has an
account and which is a member of the Federal Reserve System to transmit Federal
Funds by wire to the Fund as follows:

State Street Bank & Trust Company, ABA #011000028
For credit of: Jundt Twenty-Five Fund
Account No.: 9905-154-2
Account Number: (assigned by telephone)

HOW TO REDEEM FUND SHARES

The Fund imposes no charges when its Class I shares are redeemed directly
through the Transfer Agent. Service agents may charge a nominal fee for
effecting redemptions of Fund shares. It is the responsibility of each service
agent to transmit redemption orders to the Transfer Agent. The value of shares
redeemed may be more or less than their original cost depending upon the
then-current net asset value of the shares being redeemed.

13
<PAGE>
SIGNATURE GUARANTEES

- A shareholder request in writing to redeem more than $50,000 worth of
shares,

- A shareholder's account registration or address has changed within the
last 30 days,

- The check is being mailed to a different address than the one on the
account (record address),

- The check is being made payable to someone other than the account owner,
or

- The redemption or exchange proceeds are being transferred to an account
with a different registration.

EXCHANGE PRIVILEGE

Except as described below, shareholders may exchange some or all of their
Class I Fund shares for Class I shares of The Jundt Growth Fund, Inc., Jundt
U.S. Emerging Growth Fund or Jundt Opportunity Fund, provided that the shares to
be acquired in the exchange are eligible for sale in the shareholder's state of
residence.

The minimum amount which may be exchanged is $1,000. Exchanges will be
affected on the basis of the relative net asset values of each fund. There is no
specific time limit on exchange frequency; however, the Fund is intended for
long term investment and not as a trading vehicle. The Investment Adviser
reserves the right to prohibit excessive exchanges (more than four per quarter).
The Distributor reserves the right, upon 60 days' prior notice, to restrict the
frequency of, or otherwise modify, condition, terminate or impose charges upon,
exchanges. An exchange is considered a sale of shares on which the investor may
realize a capital gain or loss for income tax purposes. A shareholder may place
exchange requests directly with the Fund, through the Distributor or through
other broker-dealers. An investor considering an exchange should obtain a
prospectus of the Jundt mutual fund being acquired and should read such
prospectus carefully. Contact the Fund, the Distributor or any of such other
broker-dealers for further information about the exchange privilege.

EXPEDITED REDEMPTIONS

The Fund offers several expedited redemption procedures, described below,
which allow a shareholder to redeem Fund shares at net asset value determined on
the same day that the shareholder placed the request for redemption of those
shares. Pursuant to these expedited redemption procedures, the Fund's shares
will be redeemed at their net asset value next determined following the Fund's
receipt of the redemption request. The Fund reserves the right at any time to
suspend or terminate the expedited redemption procedures or to impose a fee for
this service. There is currently no additional charge to the shareholder for use
of the Fund's expedited redemption procedures.

14
<PAGE>
EXPEDITED TELEPHONE REDEMPTION. Shareholders redeeming at least $1,000 and
no more than $25,000 of shares may redeem by telephoning the Fund directly at
(800) 370-0612. The applicable section of the authorization form must have been
completed by the shareholder and filed with the Fund before the telephone
request is received. The Fund will employ reasonable procedures to confirm that
telephone instructions are genuine, including requiring that payment be made
only to the shareholder's address of record or to the bank account designated on
the authorization form and requiring certain means of telephonic identification.
If the Fund fails to employ such procedures, it may be liable for any losses
suffered by shareholders as a result of fraudulent instructions. The proceeds of
the redemption will be paid by check mailed to the shareholder's address of
record or, if requested at the time of redemption, by wire to the bank
designated on the authorization form.

EXPEDITED REDEMPTIONS THROUGH CERTAIN BROKER-DEALERS. Certain
broker-dealers who have sales agreements with the Distributor may allow their
customers to effect an expedited redemption of shares of the Fund purchased
through such a broker-dealer by notifying the broker-dealer of the amount of
shares to be redeemed. The broker-dealer is then responsible for promptly
placing the redemption request with the Fund on the customer's behalf. Payment
will be made to the shareholder by check or wire sent to the broker-dealer.
Broker-dealers offering this service may impose a fee or additional requirements
for such redemptions.

MONTHLY CASH WITHDRAWAL PLAN

DETERMINATION OF NET ASSET VALUE

15
<PAGE>
Securities and assets for which market quotations are not readily available are
valued at fair value as determined in good faith by the Company's Board of
Directors or by the Investment Adviser in accordance with policies and
procedures established by the Company's Board of Directors. Short-term
investments that mature in 60 days or less are valued at amortized cost, which
approximates fair value.

DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES

DIVIDENDS AND OTHER DISTRIBUTIONS

TAXES

"BUYING A DISTRIBUTION"

On the ex-distribution date for a dividend or other distribution by the
Fund, its share price is reduced by the amount of the dividend or other
distribution. If an investor purchases shares of the Fund on or before the
record date ("buying a distribution"), the investor will pay the full price for
the shares (which includes realized but undistributed earnings and capital gains
of the Fund that accumulate throughout the year), and then receive a portion of
the purchase price back in the form of a taxable distribution.

16
<PAGE>
OTHER TAX INFORMATION

THE FOREGOING TAX DISCUSSION IS GENERAL IN NATURE, AND EACH INVESTOR IS
ADVISED TO CONSULT HIS OR HER TAX ADVISER REGARDING SPECIFIC QUESTIONS AS TO
FEDERAL, STATE, LOCAL OR FOREIGN TAXATION.

PERFORMANCE INFORMATION

Advertisements and communications to shareholders may contain various
measures of the Fund's performance, including various expressions of total
return. Additionally, such advertisements and communications may occasionally
cite statistics to reflect the Fund's volatility or risk. Performance for each
Class of the Fund's shares may be calculated on the basis of average annual
total return and/or total return. These total return figures reflect changes in
the price of the shares and assume that any income dividends and other
distributions made by the Fund during the measuring period were reinvested in
shares of the same Class. The Fund presents performance information for each
Class of shares commencing with the Fund's inception. Performance for each Class
is calculated separately.

17
<PAGE>
Morningstar, Inc. and Investment Company Data Incorporated. Performance ratings
reported periodically in national financial publications also may be used.

The Fund's Annual Reports will contain certain performance information
regarding the Fund and will be made available to any recipient of this
Prospectus upon request and without charge.

GENERAL INFORMATION

The Company currently offers its shares in three Series: Series A, which
represent interests in the Jundt U.S. Emerging Growth Fund; Series B, which
represents interests in Jundt Opportunity Fund; and Series C which represent
interests in The Fund. The Fund, in turn, currently offers its shares in four
Classes, namely, Class A, Class B, Class C and Class I, each sold pursuant to
different sales arrangements and bearing different expenses. The Company's Board
of Directors, without shareholder approval, is authorized to designate
additional Classes of shares in the future; however, the Board of Directors has
no present intention to do so. This Prospectus relates only to the Fund's Class
I shares. The Fund's Class A, Class B and Class C shares are offered pursuant to
a separate prospectus. See "Purchase Information".

The assets received by the Company for the issue or sale of shares of each
Series or Class, and all income, earnings, profits and proceeds thereof, subject
only to the rights of creditors, are allocated to such Series, and in the case
of a Class, are allocated to such Class, and constitute the underlying assets of
such Series or Class. The underlying assets of each Series or Class are required
to be segregated on the books of account, and are to be charged with the
expenses with respect to such Series or Class, and

18
<PAGE>
with a share of the general expenses of the Company. Any general expenses of the
Company not readily identifiable as belonging to a particular Series or Class
shall be allocated among the Series or Classes based upon the relative net
assets of the Series or Class at the time such expenses were accrued or such
other method as the Company's Board of Directors, or the Investment Adviser with
the supervision of the Company's Board of Directors, may determine.

For a further discussion of the above matters, see "General Information" in
the Statement of Additional Information.

19
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

JUNDT TWENTY-FIVE FUND

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

PROSPECTUS
DECEMBER 19, 1997

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

TABLE OF CONTENTS

<TABLE>
<S> <C>
The Fund.............................. 2
Risk Factors.......................... 2
Purchase Information.................. 2
Fees and Expenses..................... 3
Investment Objective and Policies..... 4
Management of the Fund................ 9
How to Buy Fund Shares................ 12
How to Redeem Fund Shares............. 13
Determination of Net Asset Value...... 15
Dividends, Other Distributions and
Taxes................................ 16
Performance Information............... 17
General Information................... 18
</TABLE>

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

INVESTMENT ADVISER
Jundt Associates, Inc.
1550 Utica Avenue South
Suite 950
Minneapolis, Minnesota 55416

DISTRIBUTOR
U.S. Growth Investments, Inc.
1550 Utica Avenue South
Suite 950
Minneapolis, Minnesota 55416

ADMINISTRATOR
Princeton Administrators, L.P.
P.O. Box 9095
Princeton, New Jersey 08543

TRANSFER AGENT
Investors Fiduciary Trust Company
801 Pennsylvania
Kansas City, Missouri 64105

CUSTODIAN
Norwest Bank Minnesota, N.A.
90 South Seventh Street
Minneapolis, Minnesota 55402

INDEPENDENT AUDITORS
KPMG Peat Marwick LLP
4200 Norwest Center
Minneapolis, Minnesota 55402

LEGAL COUNSEL
Faegre & Benson LLP
2200 Norwest Center
Minneapolis, Minnesota 55402

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART B
STATEMENT OF ADDITIONAL INFORMATION
OF
JUNDT TWENTY-FIVE FUND

<PAGE>

JUNDT TWENTY-FIVE FUND

1550 UTICA AVENUE SOUTH, SUITE 950

MINNEAPOLIS, MINNESOTA 55416

(800) 370-0612

STATEMENT OF ADDITIONAL INFORMATION

DATED DECEMBER 19, 1997

Jundt Twenty-Five Fund (the "Fund") is a professionally managed,
non-diversified series of Jundt Funds, Inc. (the "Company"), an open-end
management investment company, commonly known as a "mutual fund". The Fund
currently offers its shares in four classes, namely, Class A, Class B, Class C
and Class I, each sold pursuant to different sales arrangements and bearing
different expenses (each, a "Class" and, collectively, the "Classes"). Class I
shares are offered for sale exclusively to certain specified investors and are
not offered for sale to the general public.

This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Fund's Prospectus, dated December 19, 1997 (the
"Prospectus"), which has been filed with the Securities and Exchange Commission
(the "SEC"). To obtain a copy of the Prospectus, please call the Fund or your
investment executive.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Investment Objective, Policies and Restrictions....................... B-2
Taxes................................................................. B-11
Advisory, Administrative and Distribution Agreements.................. B-12
Special Purchase Plans................................................ B-16
Monthly Cash Withdrawal Plan.......................................... B-17
Determination of Net Asset Value...................................... B-18
Calculation of Performance Data....................................... B-19
Directors and Officers................................................ B-20
Counsel and Auditors.................................................. B-23
General Information................................................... B-23
Financial and Other Information....................................... B-24
</TABLE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS STATEMENT OF ADDITIONAL
INFORMATION OR IN THE PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE FUND'S INVESTMENT ADVISER OR PRINCIPAL UNDERWRITER. NEITHER THIS
STATEMENT OF ADDITIONAL INFORMATION NOR THE PROSPECTUS CONSTITUTES AN OFFER TO
SELL, OR THE SOLICITATION OF AN OFFER TO BUY, SHARES OF THE FUND IN ANY STATE OR
JURISDICTION IN WHICH SUCH OFFERING OR SOLICITATION MAY NOT LAWFULLY BE MADE.
NEITHER THE DELIVERY OF THIS STATEMENT OF ADDITIONAL INFORMATION NOR ANY SALE
MADE HEREUNDER (OR UNDER THE PROSPECTUS) SHALL CREATE ANY IMPLICATION THAT
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.

B-1
<PAGE>
INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS

The Fund's investment objective and policies are set forth in the
Prospectus. Certain additional investment information is set forth below.

OPTIONS

The Fund may purchase and sell put and call options on its portfolio
securities to enhance investment performance and to protect against changes in
market prices. There is no assurance that the use of put and call options will
achieve the desired objective and could result in losses.

COVERED CALL OPTIONS. The Fund may write call options on its securities to
realize a greater current return, through the receipt of premiums, than it would
realize on its securities alone. A call option gives the holder the right to
purchase, and obligates the writer to sell, a security at the exercise price at
any time before the expiration date. A call option is "covered" if the writer,
at all times while obligated as a writer, either owns the underlying securities
(or comparable securities satisfying the cover requirements of the securities
exchanges), or has the right to immediately acquire such securities.

In return for the premiums received when it writes a covered call option,
the Fund gives up some or all of the opportunity to profit from an increase in
the market price of the securities covering the call option during the life of
the option. The Fund retains the risk of loss should the price of such
securities decline. If the option expires unexercised, the Fund realizes a gain
equal to the premium, which may be offset by a decline in price of the
underlying security. If the option is exercised, the Fund realizes a gain or
loss equal to the difference between the Fund's cost for the underlying security
and the proceeds of sale (exercise price minus commission) plus the amount of
the premium.

The Fund may terminate a call option that it has written before it expires
by entering into a closing purchase transaction. The Fund may enter into closing
transactions in order to free itself to sell the underlying security or to write
another call option on the security, realize a profit on a previously written
call option, or protect a security from being called in an unexpected market
rise. Any profits from a closing purchase transaction may be offset by a decline
in the value of the underlying security. Conversely, because increases in the
market price of a call option will generally reflect increases in the market
price of the underlying security, any loss resulting from a closing purchase
transaction is likely to be offset in whole or in part by unrealized
appreciation of the underlying security owned by the Fund.

COVERED PUT OPTIONS. The Fund may write covered put options in order to
enhance its current return. A put option gives the holder the right to sell, and
obligates the writer to buy, a security at the exercise price at any time before
the expiration date. A put option is "covered" if the writer segregates cash and
high-grade short-term debt obligations or other permissible collateral equal to
the price to be paid if the option is exercised.

In addition to the receipt of premiums and the potential gains from
terminating such options in closing purchase transactions, the Fund also
receives interest on the cash and debt securities maintained to cover the
exercise price of the option. By writing a put option, the Fund assumes the risk
that it may be required to purchase the underlying security for an exercise
price higher than its then current market value, resulting in a potential
capital loss unless the security later appreciates in value.

B-2
<PAGE>
The Fund may terminate a put option that it has written before it expires by
a closing purchase transaction. Any loss from this transaction may be partially
or entirely offset by the premium received on the terminated option.

PURCHASING PUT AND CALL OPTIONS. The Fund may also purchase put options to
protect portfolio holdings against a decline in market value. This protection
lasts for the life of the put option because the Fund, as a holder of the
option, may sell the underlying security at the exercise price regardless of any
decline in its market price. In order for a put option to be profitable, the
market price of the underlying security must decline sufficiently below the
exercise price to cover the premium and transaction costs that the Fund must
pay. These costs will reduce any profit the Fund might have realized had it sold
the underlying security instead of buying the put option.

The Fund may purchase call options to hedge against an increase in the price
of securities that the Fund wants ultimately to buy. Such hedge protection is
provided during the life of the call option since the Fund, as holder of the
call option, is able to buy the underlying security at the exercise price
regardless of any increase in the underlying security's market price. In order
for a call option to be profitable, the market price of the underlying security
must rise sufficiently above the exercise price to cover the premium and
transaction costs. These costs will reduce any profit the Fund might have
realized had it bought the underlying security at the time it purchased the call
option.

The Fund may also purchase put and call options to enhance its current
return.

RISKS INVOLVED IN THE SALE OF OPTIONS. Options transactions involve certain
risks, including the risks that the Investment Adviser will not forecast market
movements correctly, that the Fund may be unable at times to close out such
positions, or that hedging transactions may not accomplish their purpose because
of imperfect market correlations.

An exchange-listed option may be closed out only on an exchange which
provides a secondary market for an option of the same series. There is no
assurance that a liquid secondary market on an exchange will exist for any
particular option or at any particular time. If no secondary market were to
exist, it would be impossible to enter into a closing transaction to close out
an option position. As a result, the Fund may be forced to continue to hold, or
to purchase at a fixed price, a security on which it has sold an option at a
time when the Investment Adviser believes it is inadvisable to do so.

Higher than anticipated trading activity or order flow or other unforeseen
events might cause The Options Clearing Corporation or an exchange to institute
special trading procedures or restrictions that might restrict the Fund's use of
options. The exchanges have established limitations on the maximum number of
calls and puts of each class that may be held or written by an investor or group
of investors acting in concert. It is possible that the Fund and other clients
of the Investment Adviser may be considered such a group. These position limits
may restrict the Fund's ability to purchase or sell options on particular
securities.

Options which are not traded on national securities exchanges may be closed
out only with the other party to the option transaction. For that reason, it may
be more difficult to close out unlisted options than listed options.
Furthermore, unlisted options are not subject to the protection afforded
purchasers of listed options by The Options Clearing Corporation.

Government regulations, particularly the requirements for qualification as a
"regulated investment company" under the Internal Revenue Code, may also
restrict the Fund's use of options.

B-3
<PAGE>
SPECIAL EXPIRATION PRICE OPTIONS

The Fund may purchase over-the-counter ("OTC") put and call options with
respect to specified securities ("special expiration price options") pursuant to
which the Fund in effect may create a custom index relating to a particular
industry or sector that the Investment Adviser believes will increase or
decrease in value generally as a group. In exchange for a premium, the
counterparty, whose performance is guaranteed by a broker-dealer, agrees to
purchase (or sell) a specified number of shares of a particular stock at a
specified price and further agrees to cancel the option at a specified price
that decreases straight line over the term of the option. Thus, the value of the
special expiration price option is comprised of the market value of the
applicable underlying security relative to the option exercise price and the
value of the remaining premium. However, if the value of the underlying security
increases (or decreases) by a pre-negotiated amount, the special expiration
price option is canceled and becomes worthless. A portion of the dividends
during the term of the option are applied to reduce the exercise price if the
options are exercised. Brokerage commissions and other transaction costs will
reduce the Fund's profits if the special expiration price options are exercised.
The Fund will not purchase special expiration price options with respect to more
than 25% of the value of its net assets, and will limit premiums paid for such
options in accordance with state securities laws.

FUTURE CONTRACTS

INDEX FUTURES CONTRACTS AND OPTIONS. The Fund may buy and sell index
futures contracts and related options for hedging purposes or to attempt to
increase investment return. A stock index futures contract is a contract to buy
or sell units of a stock index at a specified future date at a price agreed upon
when the contract is made. A unit is the current value of the stock index.

The following example illustrates generally the manner in which index
futures contracts operate. The Standard & Poor's 100 Stock Index (the "S&P 100
Index") is composed of 100 selected common stocks, most of which are listed on
the New York Stock Exchange. The S&P 100 Index assigns relative weightings to
the common stocks included in the Index, and the Index fluctuates with changes
in the market values of those common stocks. In the case of the S&P 100 Index,
contracts are to buy or sell 100 units. Thus, if the value of the S&P 100 Index
were $180, one contract would be worth $18,000 (100 units x $180). The stock
index futures contract specifies that no delivery of the actual stocks making up
the index will take place. Instead, settlement in cash must occur upon the
termination of the contract, with the settlement being the difference between
the contract price and the actual level of the stock index at the expiration of
the contract. For example, if the Fund enters into a futures contract to buy 100
units of the S&P 100 Index at a specified future date at a contract price of
$180 and the S&P 100 Index is at $184 on that future date, the Fund will gain
$400 (100 units x gain of $4). If the Fund enters into a futures contract to
sell 100 units of the stock index at a specified future date at a contract price
of $180 and the S&P 100 Index is at $182 on that future date, the Fund will lose
$200 (100 units x loss of $2).

Positions in index futures may be closed out only on an exchange or board of
trade which provides a secondary market for such futures.

In order to hedge its investments successfully using futures contracts and
related options, the Fund must invest in futures contracts with respect to
indexes or sub-indexes the movements of which will, in the Investment Adviser's
judgment, have a significant correlation with movements in the prices of the
Fund's securities.

B-4
<PAGE>
Options on index futures contracts give the purchaser the right, in return
for the premium paid, to assume a position in a index future contract (a long
position if the option is a call and a short position if the option is a put) at
a specified exercise price at any time during the period of the option. Upon
exercise of the option, the holder would assume the underlying futures position
and would receive a variation margin payment of cash or securities approximating
the increase in the value of the holder's option position. If an option is
exercised on the last trading day prior to the expiration date of the option,
the settlement will be made entirely in cash based on the difference between the
exercise price of the option and the closing level of the index on which the
futures contract is based on the expiration date. Purchasers of options who fail
to exercise their options prior to the exercise date suffer a loss of the
premium paid.

As an alternative to purchasing and selling call and put options on index
futures contracts, the Fund may purchase and sell call and put options on the
underlying indexes themselves to the extent that such options are traded on
national securities exchanges. Index options are similar to options on
individual securities in that the purchaser of an index option acquires the
right to buy (in the case of a call) or sell (in the case of a put), and the
writer undertakes the obligation to sell or buy (as the case may be), units of
an index at a stated exercise price during the term of the option. Instead of
giving the right to take or make actual delivery of securities, the holder of an
index option has the right to receive a cash "exercise settlement amount." This
amount is equal to the amount by which the fixed exercise price of the option
exceeds (in the case of a put) or is less than (in the case of a call) the
closing value of the underlying index on the date of the exercise, multiplied by
a fixed "index multiplier."

The Fund may purchase or sell options on stock indices in order to close out
outstanding positions in options on stock indices which it has purchased. The
Fund may also allow such options to expire unexercised.

Compared to the purchase or sale of futures contracts, the purchase of call
or put options on an index involves less potential risk to the Fund because the
maximum amount at risk is the premium paid for the options plus transactions
costs. The writing of a put or call option on an index involves risks similar to
those risks relating to the purchase or sale of index futures contracts.

MARGIN PAYMENTS. When the Fund purchases or sells a futures contract, it is
required to deposit with its custodian an amount of cash, U.S. Treasury bills,
or other permissible collateral equal to a small percentage of the amount of the
future contract. This amount is known as "initial margin." The nature of the
initial margin is different from that of margin in security transactions in that
it does not involve borrowing money to finance transactions. Rather, initial
margin is similar to a performance bond or good faith deposit that is returned
to the Fund upon termination of the contract, assuming the Fund satisfies its
contractual obligations.

Subsequent payments to and from the broker occur on a daily basis in a
process known as "marking to market." These payments are called "variation
margin" and are made as the value of the underlying futures contract fluctuates.
For example, when the Fund sells a futures contract and the price of the
underlying index rises above the delivery price, the Fund's position declines in
value. The Fund then pays the broker a variation margin payment equal to the
difference between the delivery price of the futures contract and the value of
the index underlying the futures contract. Conversely, if the price of the
underlying index falls below the delivery price of the contract, the Fund's
future position increases in value. The broker then must make a variation margin
payment equal to the

B-5
<PAGE>
difference between the delivery price of the futures contract and the value of
the index underlying the futures contract.

When the Fund terminates a position in a futures contract, a final
determination of variation margin is made, additional cash is paid by or to the
Fund, and the Fund realizes a loss or a gain. Such closing transactions involve
additional commission costs.

SPECIAL RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS

LIQUIDITY RISKS. Positions in futures contracts may be closed out only on
an exchange or board of trade which provides a secondary market for such
futures. Although the Fund intends to purchase or sell futures only on exchanges
or boards of trade where there appears to be an active secondary market, there
is no assurance that a liquid secondary market on an exchange or board of trade
will exist for any particular contract or at any particular time. If there is
not a liquid secondary market at a particular time, it may not be possible to
close a futures position at such time and, in the event of adverse price
movements, the Fund would continue to be required to make daily variation margin
payments. However, in the event financial futures are used to hedge portfolio
securities, such securities will not generally be sold until the financial
futures can be terminated. In such circumstances, an increase in the price of
the portfolio securities, if any, may partially or completely offset losses on
the financial futures.

The ability to establish and close out positions in options on futures
contracts will be subject to the development and maintenance of a liquid
secondary market. It is not certain that such a market will develop. Although
the Fund generally will purchase only those options for which there appears to
be an active secondary market, there is no assurance that a liquid secondary
market on an exchange will exist for any particular option or at any particular
time. In the event no such market exists for particular options, it might not be
possible to effect closing transaction in such options, with the result that the
Fund would have to exercise the options in order to realize any profit.

HEDGING RISKS. There are several risks in connection with the use by the
Fund of futures contracts and related options as a hedging device. One risk
arises because of the imperfect correlation between movements in the prices of
the futures contracts and options and movements in the underlying securities or
index or movements in the prices of the Fund's securities which are the subject
of a hedge. The Investment Adviser will attempt to reduce the risk by purchasing
and selling, to the extent possible, futures contracts and related options on
securities and indexes the movements of which will, in its judgment, correlate
closely with movements in the prices of the underlying securities or index and
the Fund's portfolio securities sought to be hedged.

Successful use of futures contracts and options by the Fund for hedging
purposes is also subject to the Investment Adviser's ability to predict
correctly movements in the direction of the market. It is possible that, where
the Fund has purchased puts on futures contracts to hedge its portfolio against
a decline in the market, the securities or index on which the puts are purchased
may increase in value and the value of securities held in the portfolio may
decline. If this occurred, the Fund would lose money on the puts and also
experience a decline in value in its portfolio securities. In addition, the
prices of futures, for a number of reasons, may not correlate perfectly with
movements in the underlying securities or index due to certain market
distortions. All participants in the futures market are subject to margin
deposit requirements. Such requirements may cause investors to close futures
contracts through offsetting transactions which could distort the normal
relationship between the

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<PAGE>
underlying security or index and futures markets. Further, the margin
requirements in the futures markets are less onerous than margin requirements in
the securities markets in general, and as a result the futures markets may
attract more speculators than the securities markets do. Increased participation
by speculators in the futures markets may also cause temporary price
distortions. Due to the possibility of price distortion, even a correct forecast
of general market trends by the Investment Adviser may not result in a
successful hedging transaction over a short time period.

OTHER RISKS. The Fund will incur brokerage fees in connection with its
futures and options transactions. In addition, while futures contracts and
options on futures will be purchased and sold to reduce certain risks, those
transactions themselves entail certain other risks. Thus, while the Fund may
benefit from the use of futures and related options, unanticipated changes in
market movements may result in a poorer overall performance for the Fund than if
it had not entered into any futures contracts or options transactions. Moreover,
in the event of an imperfect correlation between the futures position and the
portfolio position which is intended to be protected, the desired protection may
not be obtained and the Fund may be exposed to risk of loss.

INDEXED SECURITIES

The Fund may purchase securities whose prices are indexed to the prices of
other securities, securities indices or other financial indicators. Indexed
securities typically, but not always, are debt securities or deposits whose
value at maturity or coupon rate is determined by reference to a specific
instrument or statistic. The performance of indexed securities depends to a
great extent on the performance of the security or other instrument to which
they are indexed. At the same time, indexed securities are subject to the credit
risks associated with the issuer of the security, and their values may decline
substantially if the issuer' creditworthiness deteriorates. Recent issuers of
indexed securities have included banks, corporations, and certain U.S.
Government agencies.

REPURCHASE AGREEMENTS

The Fund may enter into repurchase agreements. A repurchase agreement is a
contract under which the Fund acquires a security for a relatively short period
(usually not more than one week) subject to the obligation of the seller to
repurchase and the Fund to resell such security at a fixed time and price
(representing the Fund's cost plus interest). The Fund presently intends to
enter into repurchase agreements only with member banks of the Federal Reserve
System and securities dealers meeting certain criteria as to creditworthiness
and financial condition established by the Company's Board of Directors and only
with respect to obligations of the U.S. Government or its agencies or
instrumentalities or other high-quality, short-term debt obligations. Repurchase
agreements may also be viewed as loans made by the Fund which are collateralized
by the securities subject to repurchase. The Investment Adviser will monitor
such transactions to ensure that the value of the underlying securities will be
at least equal at all times to the total amount of the total amount of the
repurchase obligation, including the interest factor. If the seller defaults,
the Fund could realize a loss on the sale of the underlying security to the
extent that the proceeds of sale including accrued interest are less than the
resale price provided in the agreement including interest. In addition, if the
seller should be involved in bankruptcy or insolvency proceedings, the Fund may
incur delay and costs in selling the underlying security or may suffer a loss of
principal and interest if the Fund is treated as an unsecured creditor and
required to return the underlying collateral to the seller's estate.

B-7
<PAGE>
LEVERAGE

Leveraging the Fund creates an opportunity for increased net income but, at
the same time, creates special risk considerations. For example, leveraging may
exaggerate changes in the net asset value of the Fund's shares and in the yield
on the Fund's portfolio. Although the principal of such borrowings will be
fixed, the Fund's assets may change in value during the time the borrowing is
outstanding. Since any decline in value of the Fund's investments will be borne
entirely be the Fund's shareholders (and not by those persons providing the
leverage to the Fund), the effect of leverage in a declining market would be a
greater decrease in net asset value than if the Fund were not so leveraged.
Leveraging will create an interest expenses for the Fund, which can exceed the
investment return from the borrowed funds. To the extent the investment return
derived from securities purchased with borrowed funds exceeds the interest the
Fund will have to pay, the Fund's investment return will be greater than if
leveraging were not used. Conversely, if the investment return from the assets
retained with borrowed funds is not sufficient to cover the cost of leveraging,
the investment return of the Fund will be less than if leveraging were not used.

REVERSE REPURCHASE AGREEMENTS

In connection with its leveraging activities, the Fund may enter into
reverse repurchase agreements, in which the Fund sells securities and agrees to
repurchase them at a mutually agreed date and time. A reverse repurchase
agreement may be viewed as a borrowing by the Fund, secured by the security
which is the subject of the agreement. In addition to the general risks involved
in leveraging, reverse repurchase agreements involve the risk that, in the event
of the bankruptcy or insolvency of the Fund's counterparty, the Fund would be
unable to recover the security which is the subject of the agreement, that the
amount of cash or other property transferred by the counterparty to the Fund
under the agreement prior to such insolvency or bankruptcy is less than the
value of the security subject to the agreement, or that the Fund may be delayed
or prevented, due to such insolvency or bankruptcy, from using such cash or
property or may be required to return it to the counterparty or its trustee or
receiver.

SECURITIES LENDING

The Fund may lend its portfolio securities, provided: (1) the loan is
secured continuously by collateral consisting of U.S. Government securities,
cash, or cash equivalents adjusted daily to have market value at least equal to
the current market value of the securities loaned; (2) the Fund may at any time
call the loan and regain the securities loaned; (3) the Fund will receive any
interest or dividends paid on the loaned securities; and (4) the aggregate
market value of securities of the Fund loaned will not at any time exceed
one-third (or such other limit as the Company's Board of Directors may
establish) of the total assets of the Fund. In addition, it is anticipated that
the Fund may share with the borrower some of the income received on the
collateral for the loan or that it will be paid a premium for the loan.

Before the Fund enters into a loan, the Investment Adviser considers all
relevant facts and circumstances, including the creditworthiness of the
borrower. The risks in lending portfolio securities, as with other extensions of
credit, consist of possible delay in recovery of the securities or possible loss
of rights in the collateral should the borrower fail financially. Although
voting rights or rights to consent with respect to the loaned securities pass to
the borrower, the Fund retains the right to call the loans at any time on
reasonable notice, and it will do so in order that the securities may be voted
by

B-8
<PAGE>
the Fund if holders of such securities are asked to vote upon or consent to
matters materially affecting the investment. The Fund will not lend portfolio
securities to borrowers affiliated with the Fund.

SHORT SALES

The Fund may seek to hedge investments or realize additional gains through
short sales. Short sales are transactions in which the Fund sells a security it
does not own, in anticipation of a decline in the market value of that security.
To complete such a transaction, the Fund must borrow the security to make
delivery to the buyer. The Fund then is obligated to replace the security
borrowed by purchasing it at the market price at or prior to the time of
replacement. The price at such time may be more or less than the price at which
the security was sold by the Fund. Until the security is replaced, the Fund is
required to repay the lender any dividends or interest that accrue during the
period of the loan. To borrow the security, the Fund also may be required to pay
a premium, which would increase the cost of the security sold. The net proceeds
of the short sale will be retained by the broker (or by the Fund's custodian in
a special custody account), to the extent necessary to meet margin requirements,
until the short position is closed out. The Fund also will incur transaction
costs in effecting short sales.

The Fund will incur a loss as a result of the short sale if the price of the
security increases between the date of the short sale and the date on which the
Fund replaces the borrowed security. The Fund will realize a gain if the
security declines in price between those dates. The amount of any gain will be
decreased, and the amount of any loss increased, by the amount of the premium,
dividends, interest or expenses the Fund may be required to pay in connection
with a short sale. An increase in the value of a security sold short by the Fund
over the price at which it was sold short will result in a loss to the Fund, and
there can be no assurance that the Fund will be able to close out the position
at any particular time or at an acceptable price.

ZERO-COUPON DEBT SECURITIES

Zero-coupon securities in which the Fund may invest are debt obligations
which are generally issued at a discount and payable in full at maturity, and
which do not provide for current payments of interest prior to maturity.
Zero-coupon securities usually trade at a deep discount from their face or par
value and are subject to greater market value fluctuations from changing
interest rates than debt obligations of comparable maturities which make current
distributions of interest. As a result, the net asset value of shares of a
mutual fund investing in zero-coupon securities may fluctuate over a greater
range than shares of other mutual funds investing in securities making current
distributions of interest and having similar maturities.

When debt obligations have been stripped of their unmatured interest coupons
by the holder, the stripped coupons are sold separately. The principal is sold
at a deep discount because the buyer receives only the right to receive a future
fixed payment on the security and does not receive any rights to periodic cash
interest payments. Once stripped or separated, the principal and coupons may be
sold separately. Typically, the coupons are sold separately or grouped with
other coupons with like maturity dates and sold in such bundled form. Purchasers
of stripped obligations acquire, in effect, discount obligations that are
economically identical to the zero-coupon securities issued directly by the
obligor.

Zero-coupon securities allow an issuer to avoid the need to generate cash to
meet current interest payments. Even though zero-coupon securities do not pay
current interest in cash, the Fund is nonetheless required to accrue interest
income on them and to distribute the amount of that interest

B-9
<PAGE>
at least annually to shareholders. Thus, the Fund could be required at times to
liquidate other investments in order to satisfy its distribution requirements.

INVESTMENT RESTRICTIONS

The Fund has adopted certain Fundamental Restrictions that may not be
changed except by a vote of shareholders owning a "majority of the outstanding
voting securities" of the Fund, as defined in the Investment Company Act of
1940, as amended (the "Investment Company Act"). Under the Investment Company
Act, a "majority of the outstanding voting securities" means the affirmative
vote of the lesser of: (a) more than 50% of the outstanding shares of the Fund;
or (b) 67% or more of the shares present at a meeting if more than 50% of the
outstanding shares are represented at the meeting in person or by proxy. As
fundamental policies, the Fund may not:

1. Invest more than 25% of its total asset in any one industry
(securities issued or guaranteed by the United States Government, its
agencies or instrumentalities are not considered to represent industries);

2. Borrow money, except from banks for temporary or emergency purposes
or as required in connection with otherwise permissible leverage activities
(as described elsewhere in the Fund's Prospectus and in this Statement of
Additional Information) and then only in an amount not in excess of
one-third of the value of the Fund's total assets;

3. Purchase or sell commodities or commodity contracts, except as
required in connection with otherwise permissible options, futures and
commodity activities (as described elsewhere in the Fund's Prospectus and in
this Statement of Additional Information);

4. Make loans of its assets to other parties, including loans of its
securities (although it may, subject to the other restrictions or policies
stated in the Fund's Prospectus and in this Statement of Additional
Information, purchase debt securities or enter into repurchase agreements
with banks or other institutions to the extent a repurchase agreement is
deemed to be a loan), in excess of one-third of its total assets;

5. Issue senior securities, as defined in the Investment Company Act,
except as required in connection with otherwise permissible options, futures
and leverage activities (as described elsewhere in the Fund's Prospectus and
in this Statement of Additional Information);

6. Purchase or sell real estate or any interest therein, including
interests in real estate limited partnerships, except securities issued by
companies (including real estate investment trusts) that invest in real
estate or interests therein;

7. Underwrite securities of other issuers, except insofar as it may be
deemed an underwriter under the Securities Act of 1933, as amended (the
"Securities Act") in selling certain of its portfolio securities;

In addition to the foregoing fundamental restrictions, the Fund has adopted
certain Non-Fundamental Restrictions, which may be changed by the Company's
Board of Directors without the approval of the Fund's shareholders. As
non-fundamental policies, the Fund may not:

1. Make short sales or purchases on margin, although it may obtain
short-term credit necessary for the clearance of purchases and sales of its
portfolio securities, and except as required in connection with otherwise
permissible options, futures, short selling and leverage

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<PAGE>
activities (as described elsewhere in the Fund's Prospectus and in this
Statement of Additional Information);

2. Mortgage, hypothecate, or pledge any of its assets as security for
any of its obligations, except as required to secure otherwise permissible
borrowings (including reverse repurchase agreements), short sales, financial
options and other hedging activities;

3. Invest in securities issued by other investment companies in excess
of limitations imposed by applicable law;

4. Make investments for the purpose of exercising control or
management;

5. Invest more than 15% of its net assets in illiquid securities;

6. Purchase equity securities in private placements.

With respect to each of the foregoing fundamental and non-fundamental
investment restrictions involving a percentage of the Fund's assets, if a
percentage restriction or limitation is adhered to at the time of an investment
or sale (other than a maturity) of a security, a later increase or decrease in
such percentage resulting from a change of values or net assets will not be
considered a violation thereof.

TAXES

The Fund intends to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). To
so qualify, the Fund must, among other things: (a) derive in each taxable year
at least 90% of its gross income from dividends, interest, payments with respect
to securities loans, gains from the sale or other disposition of stock,
securities or foreign currencies, or other income derived with respect to its
business of investing in such stock, securities or currencies; and (b) satisfy
certain diversification requirements at the close of each quarter of the Fund's
taxable year.

As a regulated investment company, the Fund will not be liable for federal
income taxes on the part of its taxable net investment income and net capital
gains, if any, that it distributes to shareholders, provided it distributes at
least 90% of its "investment company taxable income" (as that term is defined in
the Code) to Fund shareholders in each taxable year. However, if for any taxable
year the Fund does not satisfy the requirements of Subchapter M of the Code, all
of its taxable income will be subject to tax at regular corporate rates without
any deduction for distributions to shareholders, and such distributions will be
taxable to shareholders as ordinary income to the extent of the Fund's current
or accumulated earnings and profits.

The Fund will be liable for a nondeductible 4% excise tax on amounts not
distributed on a timely basis in accordance with a calendar year distribution
requirement. To avoid the tax, during each calendar year the Fund must
distribute: (a) at least 98% of its taxable ordinary income (not taking into
account any capital gains or losses) for the calendar year; (b) at least 98% of
its capital gain net income for the twelve month period ending on October 31 (or
December 31, if the Fund so elects); and (c) any portion (not taxed to the Fund)
of the respective balances from the prior year. To the extent possible, the Fund
intends to make sufficient distributions to avoid this 4% excise tax.

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<PAGE>
The Fund, or the shareholder's broker with respect to the Fund, is required
to withhold federal income tax at a rate of 31% of dividends, capital gains
distributions and proceeds of redemptions if a shareholder fails to furnish the
Fund with a correct taxpayer identification number ("TIN") or to certify that he
is exempt from such withholding, or if the Internal Revenue Service notifies the
Fund or broker that the shareholder has provided the Fund with an incorrect TIN
or failed to properly report dividend or interest income for federal income tax
purposes. Any such withheld amount will be fully creditable on the shareholder's
federal income tax return. An individual's TIN is his social security number.

The Fund may write, purchase or sell options or futures contracts.
Generally, options and futures contracts that are "Section 1256 contracts" will
be "marked to market" for federal income tax purposes at the end of each taxable
year, I.E., each option or futures contract will be treated as sold for its fair
market value on the last day of the taxable year. Gain or loss from transactions
in options and futures contracts that are subject to the "marked to market" rule
will be 60% long-term and 40% short-term capital gain or loss. However, the Fund
may be eligible to make a special election under which certain "Section 1256
contracts" would not be subject to the "marked to market" rule.

Code Section 1092, which applies to certain "straddles," may affect the
taxation of the Fund's transactions in options and futures contracts. Under
Section 1092, the Fund may be required to postpone recognition for tax purposes
of losses incurred in certain closing transactions in options and futures.

One of the requirements for qualification as a registered investment company
is that less than 30% of the Fund's gross income may be derived from gains from
the sale or other disposition of securities, including options, futures and
forward contracts, held for less than three months. Accordingly, the Fund may be
restricted in effecting closing transactions within three months after entering
into an option or futures contract.

ADVISORY, ADMINISTRATIVE AND DISTRIBUTION AGREEMENTS

INVESTMENT ADVISORY AGREEMENT

Jundt Associates, Inc. (the "Investment Adviser") has been retained as the
Fund's investment adviser pursuant to an investment advisory agreement entered
into by and between the Company and the Investment Adviser (the "Investment
Advisory Agreement"). Under the terms of the Investment Advisory Agreement, the
Investment Adviser furnishes continuing investment supervision to the Fund and
is responsible for the management of the Fund's portfolio. The responsibility
for making decisions to buy, sell or hold a particular security rests with the
Investment Adviser, subject to review by the Company's Board of Directors.

The Investment Adviser furnishes office space, equipment and personnel to
the Fund in connection with the performance of its investment management
responsibilities. In addition, the Investment Adviser pays the salaries and fees
of all officers and directors of the Fund who are affiliated persons of the
Investment Adviser.

The Fund pays all other expenses incurred in the operation of the Fund
including, but not limited to, brokerage and commission expenses; interest
charges; fees and expenses of legal counsel and independent auditors; the Fund's
organizational and offering expenses, whether or not advanced by

B-12
<PAGE>
the Investment Adviser; taxes and governmental fees; expenses (including
clerical expenses) of issuance, sale or repurchase of the Fund's shares;
membership fees in trade associations; expenses of registering and qualifying
shares of the Fund for sale under federal and state securities laws; expenses of
printing and distributing reports, notices and proxy materials to existing
shareholders; expenses of regular and special shareholders meetings; expenses of
filing reports and other documents with governmental agencies; charges and
expenses of the Fund's administrator, custodian and registrar, transfer agent
and dividend disbursing agent; expenses of disbursing dividends and
distributions; compensation of the Company's officers, directors and employees
who are not affiliated with the Investment Adviser; travel expenses of directors
of the Company for attendance at meetings of the Board of Directors; insurance
expenses; indemnification and other expenses not expressly provided for in the
Investment Advisory Agreement; and any extraordinary expenses of a non-recurring
nature.

For its services, the Investment Adviser receives from the Fund a monthly
fee at an annual rate of 1.3% of the Fund's average daily net assets. These fees
exceed those paid by most other investment companies.

The Investment Advisory Agreement continues in effect from year to year, if
specifically approved at least annually by a majority of the Company's
directors, including a majority of the directors who are not "interested
persons" (as defined in the Investment Company Act) of the Company or the
Investment Adviser ("Independent Directors") at a meeting in person. The
Investment Advisory Agreement may be terminated by either party, by the
Independent Directors or by a vote of the holders of a majority of the
outstanding securities of the Company, at any time, without penalty, upon 60
days' written notice, and automatically terminates in the event of its
"assignment" (as defined in the Investment Company Act).

PORTFOLIO TRANSACTIONS, BROKERAGE COMMISSIONS AND PORTFOLIO TURNOVER RATE

Subject to policies established by the Company's Board of Directors, the
Investment Adviser is responsible for investment decisions and for the execution
of the Fund's portfolio transactions. The Fund has no obligation to deal with
any particular broker or dealer in the execution of transactions in portfolio
securities. In executing such transactions, the Investment Adviser seeks to
obtain the best price and execution for its transactions. While the Investment
Adviser generally seeks reasonably competitive commission rates, the Fund does
not necessarily pay the lowest commission.

ADMINISTRATION AGREEMENT

Under the terms of an administration agreement by and between Princeton
Administrators, L.P. (the "Administrator") and the Company (the "Administration
Agreement"), the Administrator performs or arranges for the performance of the
following administrative services: (a) maintenance and keeping of certain books
and records of the Fund; (b) preparation or review and, subject to the Company's
review, filing certain reports and other documents required by federal, state
and other applicable U.S. laws and regulations to maintain the Company's
registration as an open-end investment company; (c) coordination of tax related
matters; (d) response to inquiries from Fund shareholders; (e) calculation and
dissemination for publication of the net asset value of the Fund's shares; (f)
oversight and, as the Company's Board of Directors may request, preparation of
reports and recommendations to the Company's Board of Directors on the
performance of administrative and professional services rendered to the Fund by
others, including the Fund's custodian and any subcustodian, registrar, transfer
agency, and dividend disbursing agent, as well as accounting, auditing and

B-13
<PAGE>
other services; (g) provision of competent personnel and administrative offices
necessary to perform its services under the Administration Agreement; (h)
arrangement for the payment of Fund expenses; (i) consultations with the
Company's officers and various service providers in establishing the accounting
policies of the Fund; (j) preparation of such financial information and reports
as may be required by any banks from which the Fund borrows funds; and (k)
provision of such assistance to the Investment Adviser, the custodian and any
subcustodian, and the Fund's counsel and auditors as generally may be required
to carry on properly the business and operations of the Fund. Under the
Administration Agreement, the Company agrees to cause the Fund's transfer agent
to timely deliver to the Administrator such information as may be necessary or
appropriate for the Administrator's performance of its duties and
responsibilities to the Fund.

The Administrator is obligated, at its expense, to provide office space,
facilities, equipment and necessary personnel in connection with its provision
of services under the Administration Agreement; however, the Fund (in addition
to the fees payable to the Administrator under the Administration Agreement, as
described below) has agreed to pay reasonable travel expenses of persons who
perform administrative, clerical and bookkeeping functions on behalf of the
Fund. Additionally, the expenses of legal counsel and accounting experts
retained by the Administrator, after consulting with the Fund's counsel and
independent auditors, as may be necessary or appropriate in connection with the
Administrator's provision of services to the Fund, are deemed expenses of, and
shall be paid by, the Fund.

For the services rendered to the Fund and the facilities furnished, the Fund
is obliged to pay the Administrator, subject to an annual minimum fee of
$ , a monthly fee at an annual rate of .20% of the first $600 million of
the Fund's average daily net assets and .175% of the Fund's average daily net
assets in excess of $600 million.

The Administration Agreement will remain in effect unless and until
terminated in accordance with its terms. It may be terminated at any time,
without the payment of any penalty, by the Company on 60 days' written notice to
the Administrator and by the Administrator on 90 days' written notice to the
Company. The Administration Agreement terminates automatically in the event of
its assignment.

The principal address of the Administrator is P.O. Box 9095, Princeton, New
Jersey 08543.

THE DISTRIBUTOR

Pursuant to a Distribution Agreement by and between U.S. Growth Investments,
Inc. (the "Distributor") and the Company (the "Distribution Agreement"), the
Distributor serves as the principal underwriter of the Fund's shares. The Fund's
shares are offered continuously by and through the Distributor. As agent of the
Fund, the Distributor accepts orders for the purchase and redemption of Fund
shares. The Distributor may enter into selling agreements with other dealers and
financial institutions, pursuant to which such dealers and/or financial
institutions also may sell Fund shares.

RULE 12b-1 DISTRIBUTION PLANS

Rule 12b-1 under the Investment Company Act provides that any payments made
by the Fund (or any Class thereof) in connection with the distribution of its
shares must be pursuant to a written plan describing all material aspects of the
proposed financing of distribution and that any agreements entered into in
furtherance of the plan must likewise be in writing. In accordance with Rule
12b-1, the

B-14
<PAGE>
Fund adopted a separate Rule 12b-1 Distribution Plan for each of its Class A,
Class B and Class C shares. There is no Rule 12b-1 Distribution Plan for the
Fund's Class I shares.

Rule 12b-1 requires that the Distribution Plans (the "Plans") and the
Distribution Agreement be approved initially, and thereafter at least annually,
by a vote of the Company's Board of Directors including a majority of the
directors who are not interested persons of the Company and who have no direct
or indirect interest in the operation of the Plans or in any agreement relating
to the Plans, cast in person at a meeting called for the purpose of voting on
the plan or agreement. Rule 12b-1 requires that the Distribution Agreement and
each Plan provide, in substance:

(a) that it shall continue in effect for a period of more than one year
from the date of its execution or adoption only so long as such continuance
is specifically approved at least annually in the manner described in the
preceding paragraph;

(b) that any person authorized to direct the disposition of moneys paid
or payable by the Fund pursuant to the Plan or any related agreement shall
provide to the Company's Board of Directors, and the directors shall review,
at least quarterly, a written report of the amounts so expended and the
purposes for which such expenditures were made; and

(c) in the case of a Plan, that it may be terminated at any time by a
vote of a majority of the members of the Company's Board of Directors who
are not interested persons of the Company and who have no direct or indirect
financial interest in the operation of the Plan or in any agreements related
to the Plan or by a vote of a majority of the outstanding voting shares of
each affected Class or Classes of the Fund's shares.

Rule 12b-1 further requires that none of the Plans may be amended to
increase materially the amount to be spent for distribution without approval by
the shareholders of the affected Class or Classes and that all material
amendments of the Plan must be approved in the manner described in the paragraph
preceding clause (a) above.

Rule 12b-1 provides that the Fund may rely upon Rule 12b-1 only if the
selection and nomination of the Company's disinterested directors are committed
to the discretion of such disinterested directors. Rule 12b-1 provides that the
Fund may implement or continue the Plans only if the directors who vote to
approve such implementation or continuation conclude, in the exercise of
reasonable business judgment and in light of their fiduciary duties under state
law, and under Sections 36(a) and (b) of the Investment Company Act, that there
is a reasonable likelihood that each Plan will benefit the Fund and its
shareholders. The Company's Board of Directors has concluded that there is a
reasonable likelihood that the Distribution Plans will benefit the Fund and its
shareholders.

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<PAGE>

attributable to such Class. This fee is designed to compensate the Distributor
for advertising, marketing, and distributing the Class B and Class C shares,
including the provision of initial and ongoing sales compensation to the
Distributor's sales representatives and to other broker-dealers and financial
institutions with which the Distributor has entered into selling arrangements.

SPECIAL PURCHASE PLANS

AUTOMATIC INVESTMENT PLAN. As a convenience to investors, shares may be
purchased through an automatic investment plan. Under such a plan, the investor
authorizes the Fund to withdraw a specific amount (minimum dollars $50 per
withdrawal) from the investor's bank account and to invest such amount in shares
of the Fund. Such purchases are normally made on the 5th day of each month, or
the next business day thereafter. Further information is available from the
Distributor.

COMBINED PURCHASE PRIVILEGE. The following persons (or groups of persons)
may qualify for reductions from the front-end sales charge ("FESC") schedule for
Class A shares set forth in the Prospectus by combining purchases of any Class
of shares of the Fund, The Jundt Growth Fund, Inc., Jundt U.S. Emerging Growth
Fund and Jundt Opportunity Fund, if the combined purchase of all such shares
totals at least $25,000:

(i) an individual or a "company" as defined in Section 2(a)(8) of the
Investment Company Act;

(ii) an individual, his or her spouse and their children under
twenty-one, purchasing for his, her or their own account;

(iii) a trustee or other fiduciary purchasing for a single trust estate
or single fiduciary account (including a pension, profit-sharing or other
employee benefit trust) created pursuant to a plan qualified under Section
401 of the Code;

(iv) tax-exempt organizations enumerated in Section 501(c)(3) of the
Code;

(v) employee benefit plans of a single employer or of affiliated
employers;

(vi) any organized group which has been in existence for more than six
months, provided that it is not organized for the purpose of buying
redeemable securities of a registered investment company, and provided that
the purchase is made through a central administration, or through a single
dealer, or by other means which result in economy of sales effort or
expense. An organized group does not include a group of individuals whose
sole organizational connection is participation as credit cardholders of a
company, policyholders of an insurance company, customers of either a bank
or broker-dealer, or clients of an investment adviser.

CUMULATIVE QUANTITY DISCOUNT (RIGHT OF ACCUMULATION). A purchase of Class A
shares may qualify for a Cumulative Quantity Discount. The applicable FESC will
then be based on the total of:

(i) the investor's current purchase; and

(ii) the net asset value (at the close of business on the previous day)
of shares of the Fund, The Jundt Growth Fund, Inc., Jundt U.S. Emerging
Growth Fund and Jundt Opportunity Fund held by the investor; and

(iii) the net asset value of shares of any Class of shares of the Fund,
The Jundt Growth Fund, Inc., Jundt U.S. Emerging Growth Fund and Jundt
Opportunity Fund owned by another shareholder eligible to participate with
the investor in a "Combined Purchase Privilege" (see above).

B-16
<PAGE>
For example, if an investor owned shares worth $15,000 at the then current
net asset value and purchased an additional $10,000 of shares, the sales charge
for the $10,000 purchase would be at the rate applicable to a single $25,000
purchase.

To qualify for the Combined Purchase Privilege or to obtain the Cumulative
Quantity Discount on a purchase through a dealer, when each purchase is made the
investor or dealer must provide the Fund with sufficient information to verify
that the purchase qualifies for the privilege or discount.

LETTER OF INTENTION. Investors wishing to purchase Class A shares may also
obtain the reduced FESC shown in the Prospectus by means of a written Letter of
Intention, which expresses the investor's intention to invest not less than
$25,000 (including certain "credits," as described below) within a period of 13
months in any Class of shares of the Fund, The Jundt Growth Fund, Inc., Jundt
U.S. Emerging Growth Fund and Jundt Opportunity Fund. Each purchase of shares
under a Letter of Intention will be made at the public offering price applicable
at the time of such purchase to a single transaction of the dollar amount
indicated in the Letter of Intention. A Letter of Intention may include
purchases of shares made not more than 90 days prior to the date that an
investor signs a Letter of Intention; however, the 13-month period during which
the Letter of Intention is in effect will begin on the date of the earliest
purchase to be included. Investors qualifying for the Combined Purchase
Privilege described above may purchase shares under a single Letter of
Intention.

For example, assume that on the date an investor signs a Letter of Intention
to invest at least $25,000 as set forth above and the investor and the
investor's spouse and children under twenty-one have previously invested $10,000
in shares which are still held by such persons. It will only be necessary to
invest a total of $15,000 during the 13 months following the first date of
purchase of such shares in order to qualify for the sales charges applicable to
investments of $25,000.

The Letter of Intention is not a binding obligation upon the investor to
purchase the full amount indicated. The minimum initial investment under a
Letter of Intention is 5% of such amount. Shares purchased with the first 5% of
such amount will be held in escrow to secure payment of the higher sales charge
applicable to the shares actually purchased if the full amount indicated is not
purchased. When the full amount indicated has been purchased, the escrow will be
released. To the extent that an investor purchases more than the dollar amount
indicated on the Letter of Intention and qualifies for further reduced sales
charges, the sales charges will be adjusted for the entire amount purchased at
the end of the 13-month period. The difference in sales charges will be used to
purchase additional shares at the then current offering price applicable to the
actual amount of the aggregate purchases.

Investors electing to take advantage of the Letter of Intention should
carefully review the appropriate provisions on the general authorization form
attached to the Prospectus.

MONTHLY CASH WITHDRAWAL PLAN

Any investor who owns or buys shares of the Fund valued at $10,000 or more
at the current offering price may open a Withdrawal Plan and have a designated
sum of money paid monthly to the investor or another person. Shares are
deposited in a Withdrawal Plan account and all distributions are reinvested in
additional shares of the Fund at net asset value. Shares in a Withdrawal Plan
account are then redeemed at net asset value to make each withdrawal payment.
Deferred sales charges may apply to monthly redemptions of shares. Redemptions
for the purpose of withdrawal are made on the 20th day of the month (or on the
preceding business day if the 20th day falls on a weekend or is a holiday) at
that day's closing net asset value, and checks are mailed on the next business
day.

B-17
<PAGE>
Payments will be made to the registered shareholder or to another party if
preauthorized by the registered shareholder. As withdrawal payments may include
a return on principal, they cannot be considered a guaranteed annuity or actual
yield of income to the investor. The redemption of shares in connection with a
Withdrawal Plan may result in a gain or loss for tax purposes. Continued
withdrawals in excess of income will reduce and possibly exhaust invested
principal, especially in the event of a market decline. The maintenance of a
Withdrawal Plan concurrently with purchases of additional shares of a Class
which imposes a FESC would normally be disadvantageous to the investor because
of the FESC payable on such purchases. For this reason, an investor may not
maintain an Automatic Investment Plan for the accumulation of shares of a Class
which imposes a FESC (other than through reinvestment of distributions) and a
Withdrawal Plan at the same time. The cost of administering Withdrawal Plans is
borne by the Fund as an expense of all shareholders. The Fund or the Distributor
may terminate or change the terms of the Withdrawal Plan at any time. The
Withdrawal Plan is fully voluntary and may be terminated by the shareholder at
any time without the imposition of any penalty.

Since the Withdrawal Plan may involve invasion of capital, investors should
consider carefully with their own financial advisers whether the Withdrawal Plan
and the specified amounts to be withdrawn are appropriate in their
circumstances. The Fund makes no recommendations or representations in this
regard.

DETERMINATION OF NET ASSET VALUE

The net asset value per share is calculated separately for each Class of
shares. The assets and liabilities attributable to each Class of shares is
determined in accordance with generally accepted accounting principles and
applicable SEC rules and regulations.

The portfolio securities in which the Fund invests fluctuate in value, and
hence the Fund's net asset value per share also fluctuates. On December 19,
1997, the net asset value and the maximum public offering price of each Class of
the Fund's shares was calculated as follows:

<TABLE>
<S> <C> <C>
CLASS A SHARES

Net Assets Attributable to Class A ($10)
-------------------------------------
Net Asset Value Per Share ($10) = Class A Shares outstanding (1)

Net Asset Value Per Share ($10)
Maximum Public Offering Price Per Share -----------------------------
($10.55) = 1 - Maximum FESC (5.25%)

CLASS B SHARES

Net Assets Attributable to Class B ($10)
-------------------------------------
Net Asset Value Per Share ($10) = Class B Shares outstanding (1)

(Maximum Public Offering Price Per Share is the same as the Net Asset Value Per Share.)

CLASS C SHARES

Net Assets Attributable to Class C ($10)
-------------------------------------
Net Asset Value Per Share ($10) = Class C Shares outstanding (1)

(Maximum Public Offering Price Per Share is the same as the Net Asset Value Per Share.)
</TABLE>

B-18
<PAGE>

<TABLE>
<S> <C> <C>
CLASS I SHARES

Net Assets Attributable to Class I ($10)
------------------------------------
Net Asset Value Per Share ($10) = Class I Shares outstanding (1)

(Maximum Public Offering Price Per Share is the same as the Net Asset Value Per Share.)
</TABLE>

CALCULATION OF PERFORMANCE DATA

For purposes of quoting and comparing the performance of each Class of the
Fund's shares to that of other mutual funds and to other relevant market indices
in advertisements or in reports to shareholders, performance may be stated in
terms of "average annual total return" or "cumulative total return." These total
return quotations are and will be computed separately for each Class of shares.
Under the rules of the SEC, funds advertising performance must include average
annual total return quotations calculated according to the following formula:

n
P(1+T) = ERV

Where: P = a hypothetical initial payment of $1,000;

T = average annual total return;

n = number of years; and

ERV = ending redeemable value at the end of the period of a
hypothetical $1,000 payment made at the beginning of such
period.

This calculation assumes all dividends and capital gains distributions are
reinvested at net asset value on the appropriate reinvestment dates as described
in the Prospectus, and includes all recurring fees, such as investment advisory
and management fees, charged to all shareholder accounts.

Cumulative total return is computed by finding the cumulative compounded
rate of return over the period indicated in the advertisement that would equate
the initial amount invested to the ending redeemable value, according to the
following formula:

ERV - P
CTR = --------- x 100
P

Where: CTR = Cumulative total return;

ERV = ending redeemable value at the end of the period of a
hypothetical $1,000 payment made at the beginning of such
period; and

P = initial payment of $1,000.

This calculation assumes all dividends and capital gain distributions are
reinvested at net asset value on the appropriate reinvestment dates as described
in the Prospectus, and includes all recurring fees, such as investment advisory
and management fees, charged to all shareholder accounts.

Under each of the above formulas, the time periods used in advertising will
be based on rolling calendar quarters, updated to the last day of the most
recent quarter prior to submission of the advertisement for publication.

B-19
<PAGE>
The average annual total return and cumulative total return figures
calculated in accordance with the foregoing formulas assume in the case of Class
A shares the maximum FESC has been deducted from the hypothetical initial
investment at the time of purchase, or in the case of Class B or Class C shares
the maximum applicable CDSC has been paid upon the hypothetical redemption of
the shares at the end of the period.

Past performance is not predictive of future performance. All advertisements
containing performance data of any kind will include a legend disclosing that
such performance data represents past performance and that the investment return
and principal value of an investment will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than their original cost.

Advertisements and communications may compare the performance of Fund shares
with that of other mutual funds, as reported by Lipper Analytical Services, Inc.
or similar independent services or financial publications, and may also contrast
the Fund's investment policies and portfolio flexibility with other mutual
funds. From time to time, advertisements and other Fund materials and
communications may cite statistics to reflect the performance over time of Fund
shares, utilizing generally accepted indices or analyses, including, but not
limited to, those published by Lipper Analytical Service, Inc., Standard &
Poor's Corporation, Dow Jones & Company, Inc., CDA Investment Technologies,
Inc., Morningstar, Inc. and Investment Company Data Incorporated. Performance
ratings reported periodically in national financial publications also may be
used. In addition, advertising materials may include the Investment Adviser's
analysis of, or outlook for, the economy or financial markets, compare the
Investment Adviser's analysis or outlook with the views of others in the
financial community and refer to the expertise of the Investment Adviser's
personnel and their reputation in the financial community.

DIRECTORS AND OFFICERS

Directors and officers of the Company, together with information as to their
principal occupations during the past five years, are set forth below.

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DURING
NAME AND ADDRESS POSITIONS WITH THE COMPANY PAST 5 YEARS AND OTHER AFFILIATIONS
- -------------------------------- ---------------------------- -------------------------------------------------
<S> <C> <C>
James R. Jundt (1)(2) Chairman of the Board, Chairman of the Board, Chief Executive Officer,
1550 Utica Avenue South President and Chief Secretary and portfolio manager of the
Suite 950 Executive Officer Investment Adviser since its inception in 1982.
Minneapolis, MN 55416 Chairman of the Board, President, Chief
Executive Officer and a portfolio manager of The
Jundt Growth Fund, Inc. since 1991 and the
Company since 1995. Director and Chairman of the
Board of the Distributor since 1995. Also a
trustee of Gonzaga University and the
Minneapolis Institute of Arts and a director of
three private companies.
</TABLE>

B-20
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DURING
NAME AND ADDRESS POSITIONS WITH THE COMPANY PAST 5 YEARS AND OTHER AFFILIATIONS
- -------------------------------- ---------------------------- -------------------------------------------------
<S> <C> <C>
John E. Clute Director Dean and Professor of Law, Gonzaga University
807 East Highland View Ct. School of Law, since 1991; previously Senior
Spokane, WA 99223-6210 Vice President -- Human Resources and General
Counsel, Boise Cascade Corporation (forest
products) for more than five years. Director of
The Jundt Growth Fund, Inc. since 1991 and the
Company since 1995. Also a director of Hecla
Mining Company (mining).

Floyd Hall Director Chairman, President and Chief Executive Officer
3100 West Big Beaver Road of K-Mart Corporation (retailing) since 1995.
Troy, MI 48084 Chairman and Chief Executive Officer of The
Museum Company (retailing) and Alva Replicas
Company (manufacturer of statuary and sculpture)
from 1989 to 1995; from 1984 to 1989, Chairman
and Chief Executive Officer of The Grand Union
Company (grocery store chain). Director of The
Jundt Growth Fund, Inc. since 1991 and the
Company since 1995. Also a director of Jamesway
Corp. (discount retailing) as well as a private
company.

Demetre M. Nicoloff Director Cardiac and thoracic surgeon, Cardiac Surgical
1492 Hunter Drive Associates, P.A., Minneapolis, Minnesota.
Wayzata, MN 55391 Director of The Jundt Growth Fund, Inc. since
1991 and the Company since 1995. Also a director
of Optical Sensors for Medicine, Inc. (patient
monitoring equipment); ATS Medical, Inc. (heart
valves), Micromedics, Inc. (instrument trays,
ENT specialty products and fibrin glue
applicators); Possis Medical Inc.
(cardiovascular surgical products); Applied
Biometrics, Inc. (cardiac output measuring
devices) and Sonometrics, Inc. (ultrasound
imaging equipment).
</TABLE>

B-21
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DURING
NAME AND ADDRESS POSITIONS WITH THE COMPANY PAST 5 YEARS AND OTHER AFFILIATIONS
- -------------------------------- ---------------------------- -------------------------------------------------
<S> <C> <C>
Darrell R. Wells Director Managing Director, Security Management Company
4350 Brownsboro Road, (asset management firm) in Louisville, Kentucky.
Suite 310 Director of The Jundt Growth Fund, Inc. since
Louisville, KY 40207 1991 and the Company since 1995. Also a director
of Churchill Downs Inc. (race track operator)
and Citizens Financial Inc. (insurance holding
company), as well as several private companies.

Donald M. Longlet Vice President and Treasurer Portfolio manager with the Investment Adviser
1550 Utica Avenue South since May 1989. Portfolio manager with AMEV
Suite 950 Advisers, Inc., St. Paul, Minnesota, from 1983
Minneapolis, MN 55416 to 1989. Vice President, Treasurer and a
portfolio manager of The Jundt Growth Fund, Inc.
since 1991 and the Company since 1995.

James E. Nicholson Secretary Partner with the law firm of Faegre & Benson LLP,
2200 Norwest Center Minneapolis, Minnesota, which has served as
Minneapolis, MN 55402 general counsel to the Investment Adviser, the
Company, The Jundt Growth Fund, Inc. and the
Distributor since their inception. Secretary of
The Jundt Growth Fund, Inc. since 1991 and the
Company since 1995.
</TABLE>

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

(1) Director who is an "interested person" of the Fund, as defined in the
Investment Company Act.

(2) "Controlling person" of the Investment Adviser, as defined in the Investment
Company Act. Mr. Jundt beneficially owns 95% of the capital stock of the
Investment Adviser. Mr. Jundt also owns 100% of the capital stock of the
Distributor and is, therefore, a controlling person of the Distributor as
well.

Commencing on January 1, 1997, the Company and The Jundt Growth Fund, Inc.
(together, the "Fund Complex") together have agreed to pay each director who is
not an "interested person" of either the Company or The Jundt Growth Fund, Inc.
a fee of $13,000 per year plus $1,300 for each meeting attended and to reimburse
each such director for the expenses of attendance at such meetings. No
compensation is paid by the Company or the Fund Complex to the Company's
officers or directors who are "interested persons" of either the Company or The
Jundt Growth Fund, Inc.

Director fees and expenses aggregated $71,461 for the fiscal year ended
December 31, 1996 (during which year, the Fund Complex paid each Director, in
addition to expense reimbursements, an annual fee of $12,000 and a per meeting
attended fee of $1,200). The following table sets forth for such

B-22
<PAGE>
period the aggregate compensation (excluding expense reimbursements) paid by the
Fund Complex to the directors during the year ended December 31, 1996:

COMPENSATION TABLE

<TABLE>
<CAPTION>
AGGREGATE COMPENSATION
FROM THE FUND COMPLEX
----------------------------------------
PENSIONS OR
RETIREMENT
TWELVE-MONTH BENEFITS ACCRUED
PERIOD ENDED AS PART OF COMPANY
NAME OF DIRECTOR DECEMBER 31, 1996 EXPENSES
- ---------------------------------------- ----------------- ---------------------
<S> <C> <C>
James R. Jundt.......................... None None
Demetre M. Nicoloff..................... $ 16,300 None
Darrell R. Wells........................ 16,300 None
John E. Clute........................... 16,300 None
Floyd Hall.............................. 13,900 None
</TABLE>

COUNSEL AND AUDITORS

Faegre & Benson LLP, 2200 Norwest Center, 90 South Seventh Street,
Minneapolis, Minnesota 55402, serves as the Fund's general counsel. KPMG Peat
Marwick LLP, 4200 Norwest Center, 90 South Seventh Street, Minneapolis,
Minnesota 55402, has been selected as the independent auditors of the Company
for its fiscal year ended December 31, 1997.

GENERAL INFORMATION

Under Minnesota law, each Company director owes certain fiduciary duties to
the Company and to its shareholders. Minnesota law provides that a director
"shall discharge the duties of the position of director in good faith, in a
manner the director reasonably believes to be in the best interest of the
corporation, and with the care an ordinary prudent person in a like position
would exercise under similar circumstances." Fiduciary duties of a director of a
Minnesota corporation include, therefore, both a duty of "loyalty" (to act in
good faith and act in a manner reasonably believed to be in the best interests
of the corporation) and a duty of "care" (to act with the care an ordinarily
prudent person in a like position would exercise under similar circumstances).
Minnesota law authorizes corporations to eliminate or limit the liability of
directors: (a) for any breach of the directors' duty of "loyalty" to the
corporation or its shareholders; (b) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of Minnesota law or
for violation of certain provisions of Minnesota securities laws; or (c) for any
transaction from which the directors derived an improper personal benefit. The
Company's Articles of Incorporation limit the liability of the Company's
directors to the fullest extent permitted by Minnesota statutes, except to the
extent that such liability cannot be limited as provided in the Investment
Company Act (which prohibits any provisions which purport to limit the liability
of directors arising from such directors' willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of their
role as directors).

Minnesota law does not eliminate the duty of "care" imposed upon a director.
It only authorizes a corporation to eliminate monetary liability for violations
of that duty. Minnesota law, further, does not permit elimination or limitation
of liability of "officers" to the corporation for breach of their duties as
officers (including the liability of directors who serve as officers for breach
of their duties as officer). Minnesota law does not permit elimination of the
availability of equitable relief, such as injunctive or

B-23
<PAGE>
rescissionary relief. These remedies, however, may be ineffective in situations
where shareholders become aware of such a breach after a transaction has been
consummated and rescission has become impractical. Further, Minnesota law does
not permit elimination or limitation of a director's liability under the
Securities Act or the Securities Exchange Act of 1934, as amended, and it is
uncertain whether and to what extent the elimination of monetary liability would
extend to violations of duties imposed on directors by the Investment Company
Act and the rules and regulations thereunder.

The Company is not required under Minnesota law to hold annual or
periodically scheduled regular meetings of shareholders. Regular and special
shareholder meetings are held only at such times and with such frequency as
required by law. Minnesota corporation law provides for the Board of Directors
to convene shareholder meetings when it deems appropriate. In addition, if a
regular meeting of shareholders has not been held during the immediately
preceding 15 months, a shareholder or shareholders holding three percent or more
of the voting shares of the Company may demand a regular meeting of shareholders
of the Company by written notice of demand given to the chief executive officer
or the chief financial officer of the Company. Within 90 days after receipt of
the demand, a regular meeting of shareholders must be held at the expense of the
Company. Irrespective of whether a regular meeting of shareholders has been held
during the immediately preceding 15 months, in accordance with Section 16(c)
under the Investment Company Act, the Company's Board of Directors shall
promptly call a meeting of shareholders for the purpose of voting upon the
question of removal of any director when requested in writing to do so by the
record holders of not less than 10% of the outstanding shares. Additionally, the
Investment Company Act requires shareholder votes for all amendments to
fundamental investment policies and restrictions and for all investment advisory
contracts and amendments thereto.

Upon issuance and sale in accordance with the terms of the Fund's Prospectus
and Statement of Additional Information, each Fund share will be fully paid and
non-assessable. Shares have no preemptive, subscription or conversion rights and
are redeemable as set forth under "How To Redeem Fund Shares" in the Prospectus.

As of December 19, 1997, all shares of each class of the Fund were owned by
James R. Jundt, 1550 Utica Ave. South, Minneapolis, MN 55416.

FINANCIAL AND OTHER INFORMATION

The Fund's Prospectus and this Statement of Additional Information do not
contain all the information included in the Company's Registration Statement
filed with the SEC under the Securities Act and the Investment Company Act (the
"Registration Statement") with respect to the securities offered by the
Prospectus and this Statement of Additional Information. Certain portions of the
Registration Statement have been omitted from the Prospectus and this Statement
of Additional Information 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 in the Fund's Prospectus or in this Statement of
Additional Information as to any contract or other document referred to are not
necessarily complete, and, in each instance, reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement of which the Prospectus and this Statement of Additional Information
form a part, each such statement being qualified in all respects by such
reference.

B-24
<PAGE>
JUNDT FUNDS, INC.
REGISTRATION STATEMENT ON FORM N-1A
PART C
OTHER INFORMATION
<PAGE>
PART C
OTHER INFORMATION

ITEM 24 -- FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial statements for each series of the Registrant are incorporated
by reference in Part B of this Registration Statement.

(b) Exhibits:

<TABLE>
<C> <S>
1.1 Articles of Incorporation and Series A and Series B
Certificates of Designation(1)

1.2 Amended Series A and Series B Certificates of Designation(4)

1.3 Series C Certificate of Designation

2 Bylaws

3 Not applicable

4 Not applicable

5.1 Jundt U.S. Emerging Growth Fund Investment Advisory
Agreement(2)

5.2 Jundt Opportunity Fund Investment Advisory Agreement(4)

5.3 Jundt Twenty-Five Fund Investment Advisory Agreement

6.1 Jundt U.S. Emerging Growth Fund Distribution Agreement(2,3)

6.2 Jundt Opportunity Fund Distribution Agreement(1,3)

6.3 Form of Selected Dealer Agreement(1,3)

6.4 Jundt Twenty-Five Fund Distribution Agreement

7 Not applicable

8 Custodian Contract(1)

9.1 Transfer Agency and Service Agreement(1)

9.2 Form of Amended and Restated Administration Agreement

10 Opinion and Consent of Faegre & Benson LLP

11 Not applicable

12 Not applicable

13 Not applicable

14 Not applicable

15.1 Jundt U.S. Emerging Growth Fund Class B Distribution
Plan(2,3)

15.2 Jundt U.S. Emerging Growth Fund Class C Distribution Plan(2)

15.3 Jundt U.S. Emerging Growth Fund Class A Distribution
Plan(2,3)

15.4 Jundt Opportunity Fund Class B Distribution Plan(1,3)

15.5 Jundt Opportunity Fund Class C Distribution Plan(1)

15.6 Jundt Opportunity Fund Class A Distribution Plan(1,3)

15.7 Jundt Twenty-Five Fund Class A Distribution Plan

15.8 Jundt Twenty-Five Fund Class B Distribution Plan

15.9 Jundt Twenty-Five Fund Class C Distribution Plan

16 Schedules supporting Calculations of Performance Data(4)

17 Not applicable
</TABLE>

C-1
<PAGE>

<TABLE>
<C> <S>
18.1 Jundt U.S. Emerging Growth Fund Rule 18f-3 Plan(2,3)

18.2 Jundt Opportunity Fund Rule 18f-3 Plan(1,3)

18.3 Jundt Twenty-Five Fund Rule 18f-3 Plan

19 Code of Ethics

20 Powers of Attorney(2)
</TABLE>

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

(1) Incorporated by reference to the like numbered exhibits to Post-Effective
Amendment No. 2 to Registration Statement on Form N-1A (File No. 33-99080)
filed with the Commission on December 5, 1996.

(2) Incorporated by reference to the like numbered exhibits to Pre-Effective
Amendment No. 1 to Registration Statement on Form N-1A (File No. 33-99080)
filed with the Commission on December 22, 1995.

(3) Plan or agreement, as applicable, was amended effective April 22, 1997
solely to change the name of each Fund's previously designated Class A
shares to "Class I" shares and to change the name of each Fund's previously
designated Class D shares to "Class A" shares. Because no other amendments
were effected, the amended agreement or plan, as applicable, have not been
refiled as exhibits.

(4) Incorporated by reference to the like numbered exhibits to Post-Effective
Amendment No. 5 to Registration Statement on Form N-1A (File No. 33-99080)
filed with the Commission on September 3, 1997.

ITEM 25 -- PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

The Registrant is under common control with The Jundt Growth Fund, Inc., an
open-end management investment company, by virtue of the fact that the
Registrant and The Jundt Growth Fund, Inc. share a common investment adviser.
There are no other persons, to the Registrant's knowledge, that are directly or
indirectly controlled by or under common control with the Registrant.

ITEM 26 -- NUMBER OF HOLDERS OF SECURITIES

The following table sets forth the number of holders of shares of the
Registrant as of November 30, 1997:

<TABLE>
<CAPTION>
NUMBER OF
TITLE OF CLASS RECORD HOLDERS
- -------------------------------------------------------------- --------------
<S> <C>
Series A, Class A Common Shares, par value $.01 per share..... 136
Series A, Class B Common Shares, par value $.01 per share..... 332
Series A, Class C Common Shares, par value $.01 per share..... 80
Series A, Class I Common Shares, par value $.01 per share..... 43
Series B, Class A Common Shares, par value $.01 per share..... 36
Series B, Class B Common Shares, par value $.01 per share..... 149
Series B, Class C Common Shares, par value $.01 per share..... 19
Series B, Class I Common Shares, par value $.01 per share..... 26
Series C, Class A Common Shares, par value $.01 per share..... None
Series C, Class B Common Shares, par value $.01 per share..... None
Series C, Class C Common Shares, par value $.01 per share..... None
Series C, Class I Common Shares, par value $.01 per share..... None
</TABLE>

ITEM 27 -- INDEMNIFICATION

The Articles of Incorporation (Exhibit 1) and Bylaws (Exhibit 2) of the
Registrant provide that the Registrant shall indemnify such persons, for such
expenses and liabilities, in such manner, under

C-2
<PAGE>
such circumstances, and to the full extent permitted by Section 302A.521 of the
Minnesota Statutes, as now enacted or hereafter amended, provided that no such
indemnification may be made if it would be in violation of Section 17(h) of the
Investment Company Act of 1940, as now enacted or hereafter amended. Section
302A.521 of the Minnesota Statutes, as now enacted, provides that a corporation
shall indemnify a person made or threatened to be made a party to a proceeding
against judgments, penalties, fines, settlements and reasonable expenses,
including attorneys' fees and disbursements, incurred by the person in
connection with the proceeding, if, with respect to the acts or omissions of the
person complained of in the proceeding, the person: (a) has not been indemnified
by another organization for the same judgments, penalties, fines, settlements
and reasonable expenses incurred by the person in connection with the proceeding
with respect to the same acts or omissions; (b) acted in good faith; (c)
received no improper personal benefit; (d) complied with the Minnesota Statute
dealing with directors conflicts of interest, if applicable; (e) in the case of
a criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (f) reasonably believed that the conduct was in the best interests
of the corporation or, in certain circumstances, reasonably believed that the
conduct was not opposed to the best interests of the corporation.

The Articles of Incorporation of the Registrant further provide that, to the
fullest extent permitted by the Minnesota Business Corporations Act, as existing
or amended (except as prohibited by the Investment Company Act of 1940, as
amended) a director of the Registrant shall not be liable to the Registrant or
its shareholders for monetary damages for breach of fiduciary duty as director.

The form of Selected Dealer Agreement (Exhibit 6.2) between the Registrant's
principal underwriter, U.S. Growth Investments, Inc. (the "Distributor"), and
any broker-dealer with which the Distributor enters into such Selected Dealer
Agreement provides that each of the parties to the Selected Dealer Agreement
agrees to indemnify and hold the other harmless, including such parties'
officers, directors and any person who is or may be deemed to be a controlling
person of such party, from and against any losses, claims, damages, liabilities
or expenses, whether joint or several, to which any such person or entity may
become subject under the Securities Act of 1933 or otherwise insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect thereof)
arise out of or are based upon, (a) any untrue statement or alleged untrue
statement of material fact, or any omission or alleged omission to state a
material fact made or omitted by such indemnifying party therein; or (b) any
willful misfeasance or gross misconduct by such indemnifying party in the
performance of its duties and obligations thereunder.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the 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 such Act and will be governed by the final adjudication
of such issue.

ITEM 28 -- BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

In addition to serving as investment adviser to the Registrant, Jundt
Associates, Inc. serves as the investment adviser to The Jundt Growth Fund, Inc.
as well as the investment adviser to various private accounts.

See "Management of the Fund -- Investment Adviser" and "Management of the
Fund -- Portfolio Managers" in the Registrant's Prospectus and "Advisory,
Administrative and Distribution Agreements" and "Directors and Officers" in the
Registrant's Statement of Additional Information.

C-3
<PAGE>
ITEM 29 -- PRINCIPAL UNDERWRITERS

(a) The Distributor is the only principal underwriter of the Registrant's
shares and also serves as principal underwriter of The Jundt Growth Fund, Inc.'s
shares.

(b) The following describes certain information regarding the officers and
directors of the Distributor:

<TABLE>
<CAPTION>
POSITIONS AND OFFICES POSITIONS AND OFFICES
NAME WITH THE DISTRIBUTOR WITH THE REGISTRANT
- ----------------------- ------------------------------------------- -------------------------------------------
<S> <C> <C>
James R. Jundt Director and Chairman of the Board Chairman of the Board, President and Chief
Executive Officer

Marcus E. Jundt Director, President, Secretary and None.
Treasurer
</TABLE>

ITEM 30 -- LOCATION OF ACCOUNTS AND RECORDS

The Registrant's custodian is Norwest Bank Minnesota, N.A., Norwest Center,
90 South Seventh Street, Minneapolis, Minnesota 55402.

The Registrant's transfer agent and dividend disbursing agent is Investors
Fiduciary Trust Company, 801 Pennsylvania, Kansas City, Missouri 64105.

Other records will be maintained by the Registrant at its principal offices,
which are located at 1550 Utica Avenue South, Suite 950, Minneapolis, Minnesota
55416 and by Princeton Administrators, L.P., the Registrant's administrator,
located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536.

ITEM 31 -- MANAGEMENT SERVICES

Not applicable.

ITEM 32 -- UNDERTAKINGS

(a) Not applicable.

(b) The Registrant hereby undertakes to file a post-effective amendment with
respect to its Series B Common Shares, using financial statements which need not
be certified, within four to six months from the effective date of the
registration of said Series B Common Shares.

(c) Registrant hereby undertakes to furnish to each person to whom a
prospectus of the Registrant has been furnished the latest Annual Report of the
Registrant. Such Annual Report will be furnished by the Registrant without
charge upon request by any such person.

(d) Pursuant to Section 16(c) of the Investment Company Act of 1940, as
amended, the Registrant hereby undertakes to call a shareholders' meeting for
the purpose of voting upon the question of removal of one or more directors (and
to assist shareholders in communications with each other) if and when requested
in writing to do so by the record holders of not less than ten percent of the
Registrant's outstanding shares.

C-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to its Registration Statement on Form N-1A to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Minneapolis, and State of Minnesota, on the 12th day of December, 1997.

JUNDT FUNDS, INC.

By /s/ JAMES R. JUNDT

-----------------------------------
James R. Jundt
CHAIRMAN OF THE BOARD

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement on Form N-1A has been signed
below by the following persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
NAME/SIGNATURE TITLE DATE
- ------------------------------------------------------------ ------------------------------ ------------------

<C> <S> <C>
Director, Chairman of the
/s/ JAMES R. JUNDT Board, President and Chief
------------------------------------------- Executive Officer (Principal December 12, 1997
James R. Jundt Executive Officer)

/s/ DONALD M. LONGLET Vice President and Treasurer
------------------------------------------- (Principal Financial and December 12, 1997
Donald M. Longlet Accounting Officer)

------------------------------------------- Director
John E. Clute*

------------------------------------------- Director
Floyd Hall*

------------------------------------------- Director
Demetre M. Nicoloff*

------------------------------------------- Director
Darrell R. Wells*

*By /s/ JAMES R. JUNDT
--------------------------------------
James R. Jundt, December 12, 1997
ATTORNEY-IN-FACT
(Pursuant to Powers of Attorney filed with Pre-Effective
Amendment No. 1 to this Registration Statement on Form N-1A
(File No. 33-99080).)
</TABLE>

<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
NUMBER AND NAME OF EXHIBIT METHOD OF FILING
- -------------------------------------------------------------------------------------------- -----------------------
<C> <S> <C>
1.1 Articles of Incorporation and Series A and Series B Certificates of *
Designation....................................................................

1.2 Amended Series A and Series B Certificates of Designation........................ *

1.3 Series C Certificate of Designation.............................................. Filed Electronically

2 Bylaws........................................................................... Filed Electronically

5.1 Jundt U.S. Emerging Growth Fund Investment Advisory Agreement.................... *

5.2 Jundt Opportunity Fund Investment Advisory Agreement............................. *

5.3 Jundt Twenty-Five Fund Investment Advisory Agreement............................. Filed Electronically

6.1 Jundt U.S. Emerging Growth Fund Distribution Agreement........................... *

6.2 Jundt Opportunity Fund Distribution Agreement.................................... *

6.3 Form of Selected Dealer Agreement................................................ *

6.4 Jundt Twenty-Five Fund Distribution Agreement.................................... Filed Electronically

8 Custodian Contract............................................................... *

9.1 Transfer Agency and Service Agreement............................................ *

9.2 Form of Amended and Restated Administration Agreement............................ Filed Electronically

10 Opinion and Consent of Faegre & Benson LLP....................................... Filed Electronically

15.1 Jundt U.S. Emerging Growth Fund Class B Distribution Plan........................ *

15.2 Jundt U.S. Emerging Growth Fund Class C Distribution Plan........................ *

15.3 Jundt U.S. Emerging Growth Fund Class A Distribution Plan........................ *

15.4 Jundt Opportunity Fund Class B Distribution Plan................................. *

15.5 Jundt Opportunity Fund Class C Distribution Plan................................. *

15.6 Jundt Opportunity Fund Class A Distribution Plan................................. *

15.7 Jundt Twenty-Five Fund Class A Distribution Plan................................. Filed Electronically

15.8 Jundt Twenty-Five Fund Class B Distribution Plan................................. Filed Electronically

15.9 Jundt Twenty-Five Fund Class C Distribution Plan................................. Filed Electronically

16 Schedules Supporting Calculation of Performance Data............................. *

18.1 Jundt U.S. Emerging Growth Fund Rule 18f-3 Plan.................................. *

18.2 Jundt Opportunity Fund Rule 18f-3 Plan........................................... *

18.3 Jundt Twenty-Five Fund Rule 18f-3 Plan........................................... Filed Electronically

19 Code of Ethics................................................................... Filed Electronically

20 Powers of Attorney............................................................... *
</TABLE>

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

* Previously filed and incorporated by reference as indicated in Part C of
this Registration Statement.

<PAGE>

EXHIBIT 1.3

CERTIFICATE OF DESIGNATION
OF
SERIES C COMMON SHARES
AND CLASS A, CLASS B, CLASS C AND CLASS I SHARES THEREOF
OF
JUNDT FUNDS, INC.

The undersigned duly elected Secretary of Jundt Funds, Inc., a Minnesota
corporation (the "Corporation"), hereby certifies that the following is a true,
complete and correct copy of resolutions duly adopted by a majority of directors
of the Board of Directors of the Corporation effective as of December 10, 1997:

WHEREAS, the total authorized number of shares of the Corporation is
one trillion, all of which shares are common shares, par value $.01 per
share (individually, a "Share" and, collectively, the "Shares," as set
forth in the Corporation's Articles of Incorporation (the "Articles").

WHEREAS, ten billion of the Shares have been designated in the
Articles as Series A Common Shares, ten billion of the Shares have been
designated in the Articles as Series B Common Shares and the remaining nine
hundred eighty billion authorized Shares are undesignated as to series (the
"Undesignated Shares").

WHEREAS, pursuant to Section 5(a) of the Articles, the Undesignated
Shares may be issued in such series (individually, a "Series" and,
collectively, together with any other designated series, the "Series") with
such designations, preferences and relative, participating, optional or
other special rights, or qualifications, limitations or restrictions
thereof, as shall be stated or expressed in a resolution or resolutions
providing for the issue of any Series as may be adopted from time to time
by the Board of Directors pursuant to the authority thereby vested in the
Board of Directors, and each Series of Shares which the Board of Directors
may establish may evidence, if the Board of Directors shall so determine by
resolution, an interest in a separate and distinct portion of the
Corporation's assets, which shall take the form of a separate portfolio of
investment securities, cash and other assets.

WHEREAS pursuant to Section 5(b) of the Articles, the Shares of each
Series may be classified by the Board of Directors in one or more classes
(individually, a "Class" and, collectively, together with any other class
or classes within any Series, the "Classes") with such relative rights and
preferences as shall be stated or expressed in a resolution or resolutions
providing for the issue of any such Class or Classes as may be adopted from
time to time by the Board of Directors.

NOW, THEREFORE, BE IT RESOLVED, that ten billion shares of the
Undesignated Shares be, and they hereby are, designated as Series C Common
Shares, which shall evidence interests in a separate and distinct portion
of the Corporation's assets taking the form of a separate portfolio of
investment securities, cash and other assets, and the remaining nine
hundred seventy billion authorized Shares of the Corporation shall remain
undesignated as to Series.

FURTHER RESOLVED, that of the ten billion Series C Common Shares
designated herein, one billion are hereby designated as Series C, Class A
Common Shares, one billion are hereby designated as Series C, Class B
Common Shares, one billion are hereby designated as Series C, Class C
Common Shares and one billion are hereby designated as Series C, Class I

<PAGE>

Common Shares, and the remaining six billion Series C Common Shares shall
remain undesignated as to Class.

FURTHER RESOLVED, that the Series C, Class A Common Shares, Series C,
Class B Common Shares, Series C, Class C Common Shares and Series C, Class
I Common Shares designated by these resolutions shall have the relative
rights and preferences set forth in the Articles. Without limiting the
generality of this resolution, and as provided in Section 5(b) of the
Articles:

(a) each Class of Common Shares designated by these resolutions may be
subject to such charges and expenses (including, by way of example,
but not by way of limitation, front-end and deferred sales charges,
expenses under Rule 12b-1 plans, administration plans, service plans,
or other plans or arrangements, however designated) adopted from time
to time by the Board of Directors in accordance, to the extent
applicable, with the Investment Company Act of 1940 and the rules and
regulations promulgated thereunder, as now enacted, promulgated or
hereafter amended (collectively, the "Investment Company Act"), which
charges and expenses may differ from those applicable to another
Class, and all of the charges and expenses to which a Class is subject
shall be borne by such Class and shall be appropriately reflected in
determining the net asset value and the amounts payable with respect
to dividends and distributions on, and redemptions or liquidation of,
such Class; and

(b) the Board of Directors shall have the authority, subject to
compliance with the requirements of the Investment Company Act, to
provide that shares of any Class shall be convertible (automatically,
optionally or otherwise) into shares of one or more other Classes in
accordance with such requirements and procedures as may be established
by the Board of Directors.

FURTHER RESOLVED that the officers of the Corporation are hereby
authorized and directed to file with the office of the Secretary of State
of Minnesota a Certificate of Designation setting forth the relative rights
and preferences of the Shares designated hereby, as required by Section
302A.401, Subd. 3(b) of the Minnesota Statutes.

IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Designation on behalf of the Corporation this 10th day of December, 1997.

----------------------------------------
James E. Nicholson, Secretary

-2-

<PAGE>

EXHIBIT 2

BYLAWS

JUNDT FUNDS, INC.
(AS AMENDED THROUGH DECEMBER 18, 1997)

ARTICLE I
OFFICES, CORPORATE SEAL

Section 1.01. NAME. The name of the corporation is Jundt Funds, Inc.
The name of the series represented by the Corporation's Series A Common
Shares shall be "Jundt U.S. Emerging Growth Fund." The name of the series
represented by the Corporation's Series B Common Shares shall be "Jundt
Opportunity Fund." The name of the series represented by the Corporation's
Series C Common Shares shall be "Jundt Twenty-Five Fund."

Section 1.02. REGISTERED OFFICE. The registered office of the
Corporation in Minnesota shall be that set forth in the Articles of
Incorporation or in the most recent amendment of the Articles of
Incorporation or resolution of the directors filed with the Secretary of
State of Minnesota changing the registered office.

Section 1.03. OTHER OFFICES. The Corporation may have such other
offices, within or without the State of Minnesota, as the directors shall,
from time to time, determine.

Section 1.04. NO CORPORATE SEAL. The Corporation shall have no
corporate seal.

ARTICLE II
MEETINGS OF SHAREHOLDERS

Section 2.01. PLACE AND TIME OF MEETING. Except as provided otherwise
by Minnesota Statutes Chapter 302A, meetings of the shareholders may be held
at any place, within or without the State of Minnesota, designated by the
directors and, in the absence of such designation, shall be held at the
registered office of the Corporation in the State of Minnesota. The
directors shall designate the time of day for each meeting and, in the
absence of such designation, every meeting of shareholders shall be held at
ten o'clock a.m.

Section 2.02. REGULAR MEETINGS. The Corporation is not required to hold
annual meetings of shareholders. Regular meetings shall be held only with
such frequency and at such times and places as provided in and required by
Minnesota Statutes Section 302A.431.

<PAGE>

Section 2.03. SPECIAL MEETINGS. Special meetings of the shareholders
may be held at any time and for any purpose and may be called by the Chairman
of the Board, the President, any two directors, or by one or more
shareholders holding ten percent (10%) or more of the shares entitled to vote
on the matters to be presented to the meeting.

Section 2.04. QUORUM, ADJOURNED MEETINGS. The holders of ten percent
(10%) of the shares outstanding and entitled to vote shall constitute a
quorum for the transaction of business at any regular or special meeting. In
case a quorum shall not be present at a meeting, those present in person or
by proxy shall adjourn the meeting to such day as they shall, by majority
vote, agree upon without further notice other than by announcement at the
meeting at which such adjournment is taken. If a quorum is present, a meeting
may be adjourned from time to time without notice other than announcement at
the meeting. At adjourned meetings at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally noticed. If a quorum is present, the shareholders may continue to
transact business until adjournment notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

Section 2.05. VOTING. At each meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote either in
person or by proxy. Each shareholder, unless the Articles of Incorporation
provide otherwise, shall have one vote for each share having voting power
registered in his name on the books of the Corporation. Except as otherwise
specifically provided by these Bylaws or as required by provisions of the
Investment Company Act of 1940 and the rules and regulations promulgated
thereunder, as now enacted, promulgated or hereafter amended (collectively,
the "Investment Company Act"), or other applicable laws, all questions shall
be decided by a majority vote of the number of shares entitled to vote and
represented at the meeting at the time of the vote. If the matter(s) to be
presented at a regular or special meeting relates only to particular classes
or series of the Corporation, then only the shareholders of such classes or
series are entitled to vote on such matter(s).

Section 2.06. VOTING - PROXIES. The right to vote by proxy shall exist
only if the instrument authorizing such proxy to act shall have been executed
in writing by the shareholder himself or by his attorney thereunto duly
authorized in writing. No proxy shall be voted after eleven months from its
date unless it provides for a longer period.

Section 2.07. CLOSING OF BOOKS. The Board of Directors may fix a time,
not exceeding sixty (60) days preceding the date of any meeting of
shareholders, as a record date for the determination of the shareholders
entitled to notice of, and to vote at, such meeting, notwithstanding any
transfer of shares on the books of the Corporation after any record date so
fixed. The Board of Directors may close the books of the Corporation against
the transfer of shares during the whole or any part of such period. If the
Board of Directors fails to fix a record date for determination of the
shareholders entitled to notice of, and to vote at, any meeting of
shareholders, the record date shall be the thirtieth (30th) day preceding the
date of such meeting.

-2-

<PAGE>

Section 2.08. NOTICE OF MEETINGS. There shall be mailed to each
shareholder, shown by the books of the Corporation to be a holder of record
of voting shares, at his address as shown by the books of the Corporation, a
notice setting out the date, time and place of each regular meeting and each
special meeting, except where the meeting is an adjourned meeting and the
date, time and place of the meeting were announced at the time of
adjournment, which notice shall be mailed within the period required by law.
Every notice of any special meeting shall state the purpose or purposes for
which the meeting has been called, pursuant to Section 2.03, and the business
transacted at all special meetings shall be confined to the purpose stated in
such notice.

Section 2.09. WAIVER OF NOTICE. Notice of any regular or special
meeting may be waived either before, at or after such meeting orally or in a
writing signed by each shareholder or representative thereof entitled to vote
the shares so represented. A shareholder, by his attendance at any meeting
of shareholders, shall be deemed to have waived notice of such meeting,
except where the shareholder objects at the beginning of the meeting to the
transaction of business because the item may not lawfully be considered at
that meeting and does not participate at that meeting in the consideration of
the item at that meeting.

Section 2.10. WRITTEN ACTION. Any action which might be taken at a
meeting of the shareholders may be taken without a meeting if done in writing
and signed by all of the shareholders entitled to vote on that action. If
the action to be taken relates to particular classes or series of the
Corporation, then only shareholders of such classes or series are entitled to
vote on such action.

ARTICLE III
DIRECTORS

Section 3.01. NUMBER, QUALIFICATION AND TERM OF OFFICE. Until the first
meeting of shareholders, the number of directors shall be the number named in
the Articles of Incorporation. Thereafter, the number of directors shall be
established by resolution of the shareholders (subject to the authority of
the Board of Directors to increase or decrease the number of directors as
permitted by law). In the absence of such shareholder resolution, the number
of directors shall be the number last fixed by the shareholders, the Board of
Directors or the Articles of Incorporation. Directors need not be
shareholders. Each of the directors shall hold office until the regular
meeting of shareholders next held after his election and until his successor
shall have been elected and shall qualify, or until the earlier death,
resignation, removal or disqualification of such director.

Section 3.02. ELECTION OF DIRECTORS. Except as otherwise provided in
Sections 3.11 and 3.12 hereof, the directors shall be elected at the regular
shareholders' meeting. In the event that directors are not elected at a
regular shareholders' meeting, then directors may be elected at a special
shareholders' meeting, provided that the notice of such meeting shall contain
mention of such purpose. At each shareholders' meeting for the election of
directors, the directors shall be elected by a plurality of the votes validly
cast at such election. Each holder of shares of each class

-3-

<PAGE>

or series of shares of the Corporation shall be entitled to vote for
directors and shall have equal voting power for each share of each class or
series of the Corporation.

Section 3.03. GENERAL POWERS.

(a) Except as otherwise permitted by statute, the property, affairs and
business of the Corporation shall be managed by the Board of Directors, which
may exercise all the powers of the Corporation except those powers vested
solely in the shareholders of the Corporation by statute, the Articles of
Incorporation or these Bylaws, as amended.

(b) All acts done by any meeting of the directors or by any person
acting as a director, so long as his successor shall not have been duly
elected or appointed, shall, notwithstanding that it be afterwards discovered
that there was some defect in the election of the directors or such person
acting as aforesaid or that they or any of them were disqualified, be as
valid as if the directors or such other person, as the case may be, had been
duly elected and were or was qualified to be directors or a director of the
Corporation.

Section 3.04. POWER TO DECLARE DIVIDENDS.

(a) The Board of Directors, from time to time as they may deem
advisable, may declare and pay dividends in cash or other property of the
Corporation, out of any source available for dividends, to the shareholders
of each class or series of shares of the Corporation according to their
respective rights and interests in the investment portfolio of the
Corporation issuing such class or series of shares.

(b) The Board of Directors shall cause to be accompanied by a written
statement any dividend payment wholly or partly from any source other than:

(i) the accumulated and accrued undistributed net income of each
class or series of shares (determined in accordance with generally accepted
accounting practice and the rules and regulations of the Securities and
Exchange Commission (the "SEC") then in effect) and not including profits
or losses realized upon the sale of securities or other properties; or

(ii) the net income of each class or series of shares so determined
for the current or preceding fiscal year.

Such statement shall adequately disclose the source or sources of such
payment and the basis of calculation and shall be in such form as the SEC may
prescribe.

(c) Notwithstanding the above provisions of this Section 3.04, the Board
of Directors may at any time declare and distribute pro rata among the
shareholders of each class or series of shares a "stock dividend" out of the
authorized but unissued shares of each class or series, including any shares
previously purchased by a class or series of the Corporation.

-4-

<PAGE>

Section 3.05. BOARD MEETINGS. Meetings of the Board of Directors may be
held from time to time at such time and place within or without the State of
Minnesota as may be designated in the notice of such meeting.

Section 3.06. CALLING MEETINGS, NOTICE. A director may call a meeting
of the Board of Directors by giving ten (10) days notice to all directors of
the date, time and place of the meeting; provided that if the day or date,
time and place of a meeting of the Board of Directors have been announced at
a previous meeting of the Board of Directors, no notice is required.

Section 3.07. WAIVER OF NOTICE. Notice of any meeting of the Board of
Directors may be waived by any director either before, at or after such
meeting orally or in a writing signed by such director. A director, by his
attendance and participation in the action taken at any meeting of the Board
of Directors, shall be deemed to have waived notice of such meeting, except
where the director objects at the beginning of the meeting to the transaction
of business because the item may not lawfully be considered at that meeting
and does not participate at that meeting in the consideration of the item at
that meeting.

Section 3.08. QUORUM. A majority of the directors holding office
immediately prior to a meeting of the Board of Directors shall constitute a
quorum for the transaction of business at such meeting; provided however,
notwithstanding the above, if the Board of Directors is taking action
pursuant to the Investment Company Act, a majority of directors who are not
"interested persons" (as defined by the Investment Company Act) of the
Corporation shall constitute a quorum for taking such action.

Section 3.09. ADVANCE CONSENT OR OPPOSITION. A director may give
advance written consent or opposition to a proposal to be acted on at a
meeting of the Board of Directors. If such director is not present at the
meeting, consent or opposition to a proposal does not constitute presence for
purposes of determining the existence of a quorum, but consent or opposition
shall be counted as a vote in favor of or against the proposal and shall be
entered in the minutes or other record of action at the meeting, if the
proposal acted on at the meeting is substantially the same or has
substantially the same effect as the proposal to which the director has
consented or objected. This procedure shall not be used to act on any
investment advisory agreement or plan of distribution adopted under Rule
12b-1 of the Investment Company Act.

Section 3.10. CONFERENCE COMMUNICATIONS. Any or all directors may
participate in any meeting of the Board of Directors, or of any duly
constituted committee thereof, by any means of communication through which
the directors may simultaneously hear each other during such meeting. For
the purposes of establishing a quorum and taking any action at the meeting,
such directors participating pursuant to this Section 3.10 shall be deemed
present in person at the meeting, and the place of the meeting shall be the
place of origination of the conference communication. This procedure shall
not be used to act on any investment advisory agreement or plan of
distribution adopted under Rule 12b-1 of the Investment Company Act.

-5-

<PAGE>

Section 3.11. VACANCIES; NEWLY CREATED DIRECTORSHIPS. Vacancies in the
Board of Directors of the Corporation occurring by reason of death,
resignation, removal or disqualification shall be filled for the unexpired
term by a majority of the remaining directors, although less than a quorum;
newly created directorships resulting from an increase in the authorized
number of directors by action of the Board of Directors as permitted by
Section 3.01 may be filled by a two-thirds (2/3) vote of the directors
serving at the time of such increase; and each person so elected shall be a
director until his successor is elected by the shareholders at their next
regular or special meeting; provided, however, that no vacancy can be filled
as provided above if prohibited by the provisions of the Investment Company
Act.

Section 3.12. REMOVAL. The entire Board of Directors or an individual
director may be removed from office, with or without cause, by a vote of the
shareholders holding a majority of the shares entitled to vote at an election
of directors. In the event that the entire Board of Directors or any one or
more directors be so removed, new directors shall be elected at the same
meeting, or the remaining directors may, to the extent vacancies are not
filled at such meeting, fill any vacancy or vacancies created by such
removal. A director named by the Board of Directors to fill a vacancy may be
removed from office at any time, with or without cause, by the affirmative
vote of the remaining directors if the shareholders have not elected
directors in the interim between the time of the appointment to fill such
vacancy and the time of the removal.

Section 3.13. COMMITTEES. A resolution approved by the affirmative vote
of a majority of the Board of Directors may establish committees having the
authority of the Board of Directors in the management of the business of the
Corporation to the extent provided in the resolution. A committee shall
consist of one or more persons, who need not be directors, appointed by
affirmative vote of a majority of the directors present. Committees are
subject to the direction and control of, and vacancies in the membership
thereof shall be filled by, the Board of Directors.

A majority of the members of the committee present at a meeting is a
quorum for the transaction of business, unless a larger or smaller proportion
or number is provided in a resolution approved by the affirmative vote of a
majority of the directors present.

Section 3.14. WRITTEN ACTION. Except as provided in the Investment
Company Act, any action which might be taken at a meeting of the Board of
Directors, or any duly constituted committee thereof, may be taken without a
meeting if done in writing and signed by that number of directors or
committee members that would be required to take the same action at a meeting
of the Board of Directors or committee thereof at which all directors or
committee members were present; provided, however, that any action which also
requires shareholder approval may be taken by written action only if such
writing is signed by all of the directors or committee members entitled to
vote on such matter .

Section 3.15. COMPENSATION. Directors shall receive such fixed sum per
meeting attended or such fixed annual sum as shall be determined, from time
to time, by resolution of the Board of Directors. All directors shall
receive their expenses, if any, of attendance at meetings of the Board of
Directors or any committee thereof. Nothing herein contained shall be
construed to

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<PAGE>

preclude any director from serving this Corporation in any other capacity and
receiving proper compensation therefor.

ARTICLE IV
OFFICERS

Section 4.01. NUMBER. The officers of the Corporation shall consist of
a Chairman of the Board (if one is elected by the Board of Directors), the
President, one or more Vice Presidents (if desired by the Board of
Directors), a Secretary, a Treasurer and such other officers and agents as
may, from time to time, be elected by the Board of Directors. Any number of
offices may be held by the same person.

Section 4.02. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The Board of
Directors shall elect, from within or without their number, the officers
referred to in Section 4.01, each of whom shall have the powers, rights,
duties, responsibilities and terms in office provided for in these Bylaws or
a resolution of the Board of Directors not inconsistent therewith. The
President and all other officers who may be directors shall continue to hold
office until the election and qualification of their successors,
notwithstanding an earlier termination of their directorship.

Section 4.03. RESIGNATION. Any officer may resign his office at any
time by delivering a written resignation to the Corporation. Unless
otherwise specified therein, such resignation shall take effect upon delivery.

Section 4.04. REMOVAL AND VACANCIES. Any officer may be removed from
his office by a majority of the Board of Directors with or without cause.
Such removal, however, shall be without prejudice to the contract rights of
the person so removed. If there be a vacancy among the officers of the
Corporation by reason of death, resignation or otherwise, such vacancy shall
be filled for the unexpired term by the Board of Directors.

Section 4.05. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one
is elected, shall preside at all meetings of the shareholders and directors
and shall have such other duties as may be prescribed, from time to time, by
the Board of Directors.

Section 4.06. PRESIDENT. The President shall have general active
management of the business of the Corporation. In the absence of the
Chairman of the Board, he shall preside at all meetings of the shareholders
and directors. He shall be the chief executive officer of the Corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. He shall be ex officio a member of all standing
committees. He may execute and deliver, in the name of the Corporation, any
deeds, mortgages, bonds, contracts or other instruments pertaining to the
business of the Corporation and, in general, shall perform all duties usually
incident to the office of the President. He shall have such other duties as
may, from time to time, be prescribed by the Board of Directors.

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<PAGE>

Section 4.07. VICE PRESIDENT. Each Vice President shall have such
powers and shall perform such duties as may be specified in these Bylaws or
prescribed by the Board of Directors or by the President. In the event of
the absence or disability of the President, Vice Presidents shall succeed to
his power and duties in the order designated by the Board of Directors.

Section 4.08. SECRETARY. The Secretary shall be secretary of, and shall
attend, all meetings of the shareholders and Board of Directors and shall
record all proceedings of such meetings in the minute book of the
Corporation. He shall give proper notice of meetings of shareholders and
directors. He shall keep the seal of the Corporation and shall affix the
same to any instrument requiring it and may, when necessary, attest the seal
by his signature. He shall perform such other duties as may, from time to
time, be prescribed by the Board of Directors or by the President.

Section 4.09. TREASURER. The Treasurer shall be the chief financial
officer and shall keep accurate accounts of all money of the Corporation
received or disbursed. He shall deposit all moneys, drafts and checks in the
name of, and to the credit of, the Corporation in such banks and depositories
as a majority of the Board of Directors shall, from time to time, designate.
He shall have power to endorse, for deposit, all notes, checks and drafts
received by the Corporation. He shall disburse the funds of the Corporation,
as ordered by the Board of Directors, making proper vouchers therefor. He
shall render to the President and the directors, whenever required, an
account of all his transactions as Treasurer and of the financial condition
of the Corporation, and shall perform such other duties as may, from time to
time, be prescribed by the Board of Directors or by the President.

Section 4.10. ASSISTANT SECRETARIES. At the request of the Secretary,
or in his absence or disability, any Assistant Secretary shall have power to
perform all the duties of the Secretary, and, when so acting, shall have all
the powers of, and be subject to all restrictions upon, the Secretary. The
Assistant Secretaries shall perform such other duties as from time to time
may be assigned to them by the Board of Directors or by the President.

Section 4.11. ASSISTANT TREASURERS. At the request of the Treasurer, or
in his absence or disability, any Assistant Treasurer shall have power to
perform all the duties of the Treasurer, and, when so acting, shall have all
the powers of, and be subject to all the restrictions upon, the Treasurer.
The Assistant Treasurers shall perform such other duties as from time to time
may be assigned to them by the Board of Directors or by the President.

Section 4.12. COMPENSATION. The officers of this Corporation shall
receive such compensation for their services as may be determined, from time
to time, by resolution of the Board of Directors.

Section 4.13. SURETY BONDS. The Board of Directors may require any
officer or agent of the Corporation to execute a bond (including, without
limitation, any bond required by the Investment Company Act and the rules and
regulations of the SEC) to the Corporation in such sum and with such surety
or sureties as the Board of Directors may determine, conditioned upon the
faithful performance of his duties to the Corporation, including
responsibility for negligence

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<PAGE>

and for the accounting of any of the Corporation's property, funds or
securities that may come into his hands. In any such case, a new bond of
like character shall be given at least every six years, so that the date of
the new bond shall not be more than six years subsequent to the date of the
bond immediately preceding.

ARTICLE V
SHARES AND THEIR TRANSFER AND REDEMPTION

Section 5.01. CERTIFICATE FOR SHARES.

(a) The Corporation may have certificated or uncertificated shares, or
both, as designated by resolution of the Board of Directors. Every owner of
certificated shares of the Corporation shall be entitled to a certificate, to
be in such form as shall be prescribed by the Board of Directors, certifying
the number of shares of the Corporation owned by him. Within a reasonable
time after the issuance or transfer of uncertificated shares, the Corporation
shall send to the new shareholder the information required to be stated on
certificates. Certificated shares shall be numbered in the order in which
they shall be issued and shall be signed, in the name of the Corporation, by
the President or a Vice President and by the Secretary or an Assistant
Secretary or by such officers as the Board of Directors may designate. Such
signatures may be by facsimile if authorized by the Board of Directors.
Every certificate surrendered to the Corporation for exchange or transfer
shall be canceled, and no new certificate or certificates shall be issued in
exchange for any existing certificate until such existing certificate shall
have been so canceled, except in cases provided for in Section 5.08.

(b) In case any officer, transfer agent or registrar who shall have
signed any such certificate, or whose facsimile signature has been placed
thereon, shall cease to be such an officer (because of death, resignation or
otherwise) before such certificate is issued, such certificate may be issued
and delivered by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.

Section 5.02. ISSUANCE OF SHARES. The Board of Directors is authorized
to cause to be issued shares of the Corporation up to the full amount
authorized by the Articles of Incorporation in such classes or series and in
such amounts as may be determined by the Board of Directors and as may be
permitted by law. No shares shall be allotted except in consideration of
cash or other property, tangible or intangible, received or to be received by
the Corporation under a written agreement, of services rendered or to be
rendered to the Corporation under a written agreement, or of an amount
transferred from surplus to stated capital upon a share dividend. At the
time of such allotment of shares, the Board of Directors making such
allotments shall state, by resolution, their determination of the fair value
to the Corporation in monetary terms of any consideration other than cash for
which shares are allotted. No shares issued by the Corporation shall be
issued, sold or exchanged by or on behalf of the Corporation for any amount
less than the net asset value per share of the shares outstanding as
determined pursuant to Article X hereunder.

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<PAGE>

Section 5.03. REDEMPTION OF SHARES. Upon the demand of any shareholder,
this Corporation shall redeem any share issued by it held and owned by such
shareholder at the net asset value thereof as determined pursuant to Article
X hereunder. The Board of Directors may suspend the right of redemption or
postpone the date of payment during any period when: (a) trading on the New
York Stock Exchange is restricted or such Exchange is closed for other than
weekends or holidays; (b) the SEC has by order permitted such suspension; or
(c) an emergency as defined by rules of the SEC exists, making disposal of
portfolio securities or valuation of net assets of the Corporation not
reasonably practicable.

If following a redemption request by any shareholder of the Corporation,
the value of such shareholder's interest in the Corporation falls below the
required minimum investment, as may be set from time to time by the Board of
Directors, the Corporation's officers are authorized, in their discretion and
on behalf of the Corporation, to redeem such shareholder's entire interest
and remit such amount, provided that such a redemption will only be effected
by the Corporation following: (a) a redemption by a shareholder, which causes
the value of such shareholder's interest in the Corporation to fall below the
required minimum investment; (b) the mailing by the Corporation to such
shareholder of a "notice of intention to redeem"; and (c) the passage of at
least sixty (60) days from the date of such mailing, during which time the
shareholder will have the opportunity to make an additional investment in the
Corporation to increase the value of such shareholder's account to at least
the required minimum investment.

Section 5.04. TRANSFER OF SHARES. Transfer of shares on the books of
the Corporation may be authorized only by the shareholder named in the
certificate, or the shareholder's legal representative, or the shareholder's
duly authorized attorney-in-fact, and upon surrender of the certificate or
the certificates for such shares or a duly executed assignment covering
shares held in uncertificated form. The Corporation may treat, as the
absolute owner of shares of the Corporation, the person or persons in whose
name shares are registered on the books of the Corporation.

Section 5.05. REGISTERED SHAREHOLDERS. The Corporation shall be
entitled to treat the holder of record of any share or shares as the holder
in fact thereof and accordingly shall not be bound to recognize any equitable
or other claim to or interest in such share on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by the laws of the State of Minnesota.

Section 5.06. TRANSFER OF AGENTS AND REGISTRARS. The Board of Directors
may from time to time appoint or remove transfer agents and/or registrars of
transfers of shares of the Corporation, and it may appoint the same person as
both transfer agent and registrar. Upon any such appointment being made all
certificates representing shares thereafter issued shall be countersigned by
one of such transfer agents or by one of such registrars of transfers or by
both and shall not be valid unless so countersigned. If the same person
shall be both transfer agent and registrar, only one countersignature by such
person shall be required.

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<PAGE>

Section 5.07. TRANSFER REGULATIONS. The shares of the Corporation may
be freely transferred, and the Board of Directors may from time to time adopt
rules and regulations with reference to the method of transfer of shares of
the Corporation.

Section 5.08. LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES. The
holder of any shares of the Corporation shall immediately notify the
Corporation of any loss, theft, destruction or mutilation of any certificate
therefor, and the Board of Directors may, in its discretion, cause to be
issued to him a new share certificate or certificates, upon the surrender of
the mutilated certificate or, in case of loss, theft or destruction of the
certificate, upon satisfactory proof of such loss, theft or destruction. A
new share certificate or certificates will be issued to the owner of the
lost, stolen or destroyed certificate only after such owner, or his legal
representatives, gives to the Corporation and to such registrar or transfer
agent as may be authorized or required to countersign such new certificate or
certificates a bond, in such sum as they may direct, and with such surety or
sureties as they may direct, as indemnity against any claim that may be made
against them or any of them on account of or in connection with the alleged
loss, theft or destruction of any such certificate.

ARTICLE VI
DIVIDENDS

Section 6.01. The net investment income of each class or series of
shares of the Corporation will be determined, and its dividends shall be
declared and made payable at such time(s), as the Board of Directors shall
determine; dividends shall be payable to shareholders of record as of the
date of declaration.

It shall be the policy of each class or series of shares of the
Corporation to qualify for and elect the tax treatment applicable to
regulated investment companies under the Internal Revenue Code, so that such
class or series will not be subjected to federal income tax on such part of
its income or capital gains as it distributes to shareholders.

ARTICLE VII
BOOKS AND RECORDS, AUDIT, FISCAL YEAR

Section 7.01. SHARE REGISTER. The Board of Directors of the Corporation
shall cause to be kept at its principal executive office, or at another place
or places within the United States determined by the Board of Directors:

(1) a share register not more than one year old, containing the names
and addresses of the shareholders and the number and classes or series of
shares held by each shareholder; and

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<PAGE>

(2) a record of the dates on which certificates or transaction
statements representing shares were issued.

Section 7.02. OTHER BOOKS AND RECORDS. The Board of Directors shall
cause to be kept at the Corporation's principal executive office, or, if its
principal executive office is not in the State of Minnesota, shall make
available at its registered office within ten days after receipt by an
officer of the Corporation of a written demand for them made by a shareholder
or other person authorized by Minnesota Statutes Section 302A.461, originals
or copies of:

(1) records of all proceedings of shareholders for the last three
years;

(2) records of all proceedings of the Board of Directors for the last
three years;

(3) its Articles of Incorporation and all amendments currently in
effect;

(4) its Bylaws and all amendments currently in effect;

(5) financial statements required by Minnesota Statutes
Section 302A.463 and the financial statement for the most recent interim
period prepared in the course of the operation of the Corporation for
distribution to the shareholders or to a governmental agency as a matter
of public record;

(6) reports made to shareholders generally within the last three
years;

(7) a statement of the names and usual business addresses of its
directors and principal officers;

(8) any shareholder voting or control agreements of which the
Corporation is aware; and

(9) such other records and books of account as shall be necessary and
appropriate to the conduct of the corporate business.

Section 7.03. AUDIT; ACCOUNTANT.

(a) The Board of Directors shall cause the records and books of account
of the Corporation to be audited at least once in each fiscal year and at
such other times as it may deem necessary or appropriate.

(b) The Corporation shall employ an independent public accountant or
firm of independent public accountants to examine the accounts of the
Corporation and to sign and certify financial statements filed by the
Corporation. The independent accountant's certificates and reports shall be
addressed both to the Board of Directors and to the shareholders.

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<PAGE>

Section 7.04. FISCAL YEAR. The fiscal year of the Corporation shall be
determined by the Board of Directors.

ARTICLE VIII
INDEMNIFICATION OF CERTAIN PERSONS

Section 8.01. The Corporation shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to
such extent as permitted by Section 302A.521 of the Minnesota Statutes, as
now enacted or hereafter amended; provided, however, that no such
indemnification may be made if it would be in violation of Section 17(h) of
the Investment Company Act.

ARTICLE IX
VOTING OF STOCK HELD

Section 9.01. Unless otherwise provided by resolution of the Board of
Directors, the President, any Vice President, the Secretary or the Treasurer,
may from time to time appoint an attorney or attorneys or agent or agents of
the Corporation, in the name and on behalf of the Corporation, to cast the
votes which the Corporation may be entitled to cast as a shareholder or
otherwise in any other corporation or association, any of whose shares or
securities may be held by the Corporation, at meetings of the holders of the
shares or other securities of any such other corporation or association, or
to consent in writing to any action by any such other corporation or
association, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause
to be executed on behalf of the Corporation and under its corporate seal, or
otherwise, such written proxies, consents, waivers or other instruments as it
may deem necessary or proper; or any of such officers may themselves attend
any meeting of the holders of shares or other securities of any such
corporation or association and thereat vote or exercise any or all other
rights of the Corporation as the holder of such shares or other securities of
such other corporation or association, or consent in writing to any action by
any such other corporation or association.

ARTICLE X
VALUATION OF NET ASSET VALUE

10.01. The net asset value per share of each class or series of shares
of the Corporation shall be determined in good faith by or under supervision
of the officers of the Corporation as authorized by the Board of Directors as
often and on such days and at such time(s) as the Board of Directors shall
determine, or as otherwise may be required by law, rule, regulation or order
of the SEC.

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<PAGE>

ARTICLE XI
CUSTODY OF ASSETS

Section 11.01. All securities and cash owned by the Corporation shall,
as hereinafter provided, be held by or deposited with a bank or trust company
having (according to its last published report) not less than two million
dollars ($2,000,000) aggregate capital, surplus and undivided profits (the
"Custodian").

The Corporation shall enter into a written contract with the Custodian
regarding the powers, duties and compensation of the Custodian with respect
to the cash and securities of the Corporation held by the Custodian. Such
contract and all amendments thereto shall be approved by the Board of
Directors of the Corporation. In the event of the Custodian's resignation or
termination, the Corporation shall use its best efforts promptly to obtain a
successor Custodian and shall require that the cash and securities owned by
the Corporation held by the Custodian be delivered directly to such successor
Custodian.

ARTICLE XII
AMENDMENTS

Section 12.01. These Bylaws may be amended or altered by a vote of the
majority of the Board of Directors at any meeting provided that notice of
such proposed amendment shall have been given in the notice given to the
directors of such meeting. Such authority in the Board of Directors is
subject to the power of the shareholders to change or repeal such Bylaws by a
majority vote of the shareholders present or represented at any regular or
special meeting of shareholders called for such purpose, and the Board of
Directors shall not make or alter any Bylaws fixing a quorum for meetings of
shareholders, prescribing procedures for removing directors or filling
vacancies in the Board of Directors, or fixing the number of directors or
their classifications, qualifications or terms of office, except that the
Board of Directors may adopt or amend any Bylaw to increase or decrease their
number.

ARTICLE XIII
MISCELLANEOUS

Section 13.01. INTERPRETATION. When the context in which words are used
in these Bylaws indicates that such is the intent, singular words will
include the plural and vice versa, and masculine words will include the
feminine and neuter genders and vice versa.

Section 13.02. ARTICLE AND SECTION TITLES. The titles of Sections and
Articles in these Bylaws are for descriptive purposes only and will not
control or alter the meaning of any of these Bylaws as set forth in the text.

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EXHIBIT 5.3

INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT, is made and entered into this 18th day of December, 1997,
by and between Jundt Twenty-Five Fund (the "Fund"), a separately managed
series of Jundt Funds, Inc., a Minnesota corporation (the "Company"), and
Jundt Associates, Inc., a Minnesota corporation (the "Adviser").

1. INVESTMENT ADVISORY SERVICES

The Company, for and on behalf of the Fund, hereby engages the Adviser, and
the Adviser hereby agrees to act as investment adviser for, and to manage the
affairs, business and the investment of the assets of the Fund.

The investment of the assets of the Fund shall at all times be subject to
the applicable provisions of the Company's Articles of Incorporation, By-Laws
and Registration Statement on Form N-1A and any representations contained in the
Prospectus of the Fund and shall conform to the policies and purposes of the
Fund as set forth in such Registration Statement and Prospectus and (i) as
interpreted from time to time by the Board of Directors of the Company and
(ii) as may be amended from time to time by the Board of Directors of the
Company and/or the shareholders of the Fund as permitted by the Investment
Company Act of 1940, as amended. Within the framework of the investment
policies of the Fund, the Adviser shall have the sole and exclusive
responsibility for the management of the Fund's assets and making and execution
of all investment decisions for the Fund. The Adviser shall report to the Board
of Directors of the Company regularly at such times and in such detail as the
Board may from time to time determine to be appropriate, in order to permit the
Board to determine the adherence of the Adviser to the investment policies of
the Fund.

The Adviser shall, at its own expense, furnish the Fund with suitable
office space, and all necessary office facilities, equipment and personnel for
servicing the investments of the Fund. The Adviser shall arrange, if requested
by the Fund, for officers, employees or other Affiliated Persons (as defined in
Section 2(a)(3) of the Investment Company Act of 1940, as amended and the rules,
regulations and releases relating thereto) of the Adviser to serve without
compensation from the Fund as directors, officers, or employees of the Company
if duly elected to such positions by the shareholders or directors of the
Company.

The Adviser hereby acknowledges that all records necessary in the operation
of the Fund, including records pertaining to its shareholders and investments,
are the property of the Fund, and in the event that a transfer of management or
investment advisory services to someone other than the Adviser should ever
occur, the Adviser will promptly, and at its own cost, take all steps necessary
to segregate such records and deliver them to the Fund.

2. COMPENSATION FOR SERVICES

In payment for all services, facilities, equipment and personnel, and for
other costs of the Adviser hereunder, the Fund shall pay to the Adviser a
monthly investment advisory fee determined by applying the annual rate of 1.30%
to the Fund's average daily net assets.

For purposes of the calculation of such fee, the Fund's net assets shall be
computed at the times and in the manner specified in the Company's Registration
Statement on Form N-1A. Such fee shall be payable on the fifth day of each
calendar month for service performed hereunder during the preceding

<PAGE>

month. The fee applicable during the first and last months that this Agreement
is in effect shall be prorated according to the proportion which such portion of
the month bears to the full month.

3. ALLOCATION OF EXPENSES

(a) In addition to the fees described in Section 2 hereof, the Fund shall
pay all its expenses which are not assumed by the Adviser in its capacity as the
Fund's investment adviser. These Fund expenses include, by way of example, but
not by way of limitation, (a) brokerage and commission expenses; (b) interest
charges on borrowings; (c) fees and expenses of legal counsel and independent
auditors; (d) the Fund's organizational and offering expenses, whether or not
advanced by the Adviser; (e) Federal, state, local and foreign taxes, including
issue and transfer taxes incurred by or levied on the Fund; (f) cost of
certificates representing common shares of the Fund and any other expenses
(including clerical expenses) of issuance, sale or repurchase of the common
shares of the Fund; (g) association membership dues; (h) fees and expenses of
registering the Fund's shares under the appropriate Federal securities laws and
of qualifying the Fund's shares under applicable state securities laws;
(i) expenses of printing and distributing reports, notices and proxy materials
to shareholders; (j) costs of annual and special shareholders' meetings;
(k) expenses of filing reports and other documents with governmental agencies;
(l) charges and expenses of the Fund's administrator, custodian, registrar,
transfer agent and dividend disbursing agent; (m) expenses of disbursing
dividends and distributions; (n) compensation of the Fund's officers, directors
and employees that are not Affiliated Persons or Interested Persons (as defined
in Section 2(a) of the Investment Company Act of 1940, as amended and the rules,
regulations and releases relating thereto) of the Adviser; (o) the cost of other
personnel providing services to the Fund; (p) travel expenses for attendance of
Board of Directors meetings by all members of the Board of Directors of the
Fund; (q) insurance expenses; (r) costs of stationery and supplies; and (s) any
extraordinary expenses of a nonrecurring nature.

(b) Notwithstanding the foregoing, if the aggregate expenses incurred by,
or allocated to, the Fund in any fiscal year shall exceed the expense
limitations applicable to the Fund imposed by state securities laws or
regulations thereunder, as such limitations may be raised or lowered from time
to time, the Adviser shall reimburse the Fund for such excess, provided that
Adviser's reimbursement obligation will be limited to the amount of fees it
receives from the Fund during the period in which such expense limitations were
exceeded, unless otherwise required by applicable laws or regulations. With
respect to portions of a fiscal year in which this contract shall be in effect,
the foregoing limitations shall be prorated according to the proportion which
that portion of the fiscal year bears to the full fiscal year. Any payments
required to be made by this Paragraph 3(b) shall be made once a year promptly
after the end of the Fund's fiscal year.

4. FREEDOM TO DEAL WITH THIRD PARTIES

The Adviser shall be free to render services to others similar to those
rendered under this Agreement or of a different nature except as such services
may conflict with the services to be rendered or the duties to be assumed
hereunder.

5. EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT

This Agreement shall become effective as of the day and date first above
written (the "Effective Date"). Wherever referred to in this Agreement, the
vote or approval of the holders of a majority of the outstanding shares of the
Fund shall mean the vote of 67% or more of such shares if the holders of more

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than 50% of such shares are present in person or by proxy or the vote of more
than 50% of such shares, whichever is less.

Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect through December 18, 1999, and thereafter shall continue in
effect for successive periods of 12 months thereafter, provided that each
continuance is specifically approved annually by (a) the vote of a majority of
the Company's Board of Directors who are not parties to the Agreement or
interested persons (as defined in the Investment Company Act of 1940, as amended
and the rules, regulations and releases relating thereto) of the Company or the
Adviser, cast in person at a meeting called for the purpose of voting on
approval and (b) either (i) the vote of a majority of the outstanding voting
securities of the Fund or (ii) the vote of a majority of the Company's Board of
Directors.

This Agreement may be terminated at any time without the payment of any
penalty by the vote of the Board of Directors of the Company or by the vote of
the holders of a majority of the outstanding shares of the Fund, upon sixty (60)
days written notice to the Adviser. The Adviser may terminate this Agreement
without penalty on ninety (90) days written notice to the Company. This
Agreement shall automatically terminate in the event of its assignment as
defined in the Investment Company Act of 1940 and the rules thereunder. This
Agreement shall automatically terminate upon completion of the dissolution,
liquidation and winding up of the Fund.

6. LIMITATION OF LIABILITY

The Adviser will not be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund or its shareholders in connection with the
performance of its duties under this Agreement, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its duties under
this Agreement.

7. AMENDMENTS TO AGREEMENT

No material amendment to this Agreement shall be effective until approved
by vote of the holders of a majority of the outstanding shares of the Fund.

8. NOTICES

Any notice under this Agreement shall be in writing, addressed, delivered
or mailed, postage prepaid, to the other party at such address as such other
party may designate in writing for receipt of such notice.

9. NAME

The Fund may use "Jundt" as part of its name for so long as the Adviser
serves as investment adviser to the Fund. The Adviser may at any time permit
others, including companies registered under the Investment Company Act of 1940,
as amended, to use the name "Jundt".

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<PAGE>

IN WITNESS WHEREOF, the Company and the Adviser have caused this Agreement
to be executed by their duly authorized officers as of the day and year first
above written.

JUNDT FUNDS, INC.

By:
------------------------------------
Its:
-----------------------------------

JUNDT ASSOCIATES, INC.

By:
------------------------------------
Its:
-----------------------------------

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EXHIBIT 6.4

DISTRIBUTION AGREEMENT

THIS AGREEMENT is made and entered into this 18th day of December, 1997 by
and between Jundt Twenty-Five Fund (the "Fund"), a separately managed series of
Jundt Funds, Inc., a Minnesota corporation (the "Company"), and U.S. Growth
Investments, Inc., a Minnesota corporation (the "Distributor").

W I T N E S S E T H:

1. DISTRIBUTION SERVICES. The Company, on behalf of the Fund, hereby
engages the Distributor, and the Distributor hereby agrees to act, as principal
underwriter for the Fund in the sale and distribution to the public of the
Fund's shares of common stock, $.01 par value (the "Shares"), either through
dealers or otherwise. The Distributor agrees to offer such Shares for sale at
all times when such Shares are available for sale and may lawfully be offered
for sale and sold. The Shares may be offered in one or more classes (each a
"Class") in accordance with Rule 18f-3 under the Investment Company Act of 1940,
as amended (the "1940 Act"). The classes currently authorized are Class A,
Class B, Class C and Class I.

2. SALE OF FUND SHARES. Such Shares are to be sold only on the following
terms:

(a) All subscriptions, offers or sales shall be subject to acceptance
or rejection by the Fund. Any offer or sale shall be conclusively presumed
to have been accepted by the Fund if the Fund shall fail to notify the
Distributor of the rejection of such offer or sale prior to the computation
of the net asset value of the shares next following receipt by the Fund of
notice of such offer and sale.

(b) No Share shall be sold by the Fund for any consideration other
than cash or for any amount less than the net asset value of such Share,
computed as provided in the currently effective prospectus of the Fund (the
"Net Asset Value"). All Shares sold by the Distributor shall be sold at
the public offering price, as hereinafter defined, provided that the
Distributor may allow, or sell at, a discount from said public offering
price to broker-dealers that have entered into sales agreements with the
Distributor, which discount shall be no greater than the applicable sales
load or charge.

(c) The public offering price of the Shares shall be the Net Asset
Value thereof next determined following receipt of an order by the
Distributor plus any applicable sales load or charge. The sales load or
charge may be an initial charge of a percentage of the public offering
price or a contingent deferred sales charge upon redemption of Shares
within specified periods of purchase, as set forth in Fund's current
prospectus and specifically approved by the Board of Directors of the Fund.

(d) Any applicable sales loads or charges may, at the discretion of
the Fund and the Distributor, be reduced or eliminated as permitted by the
1940 Act and the rules and regulations thereunder, as they may be amended
from time to time, provided that such reduction or elimination shall be set
forth in the currently effective prospectus for the Fund, and provided that
the Fund shall in no event receive for any Shares sold an amount less than
the Net Asset Value thereof.

<PAGE>

3. INVESTMENT OF DIVIDENDS AND DISTRIBUTIONS. The Fund may extend to its
shareholders the right to purchase Shares of any Class at the Net Asset Value
thereof with the proceeds of any dividend or capital gain distribution paid or
payable with respect to Shares of such Class.

4. REGISTRATION OF SHARES. The Fund agrees to make prompt and reasonable
efforts to effect and keep in effect, at its own expense, the registration or
qualification of its Shares for sale in such jurisdictions as the Fund may
designate.

5. INFORMATION TO BE FURNISHED TO DISTRIBUTOR. The Fund agrees that it
will furnish the Distributor with such information with respect to the affairs
and accounts of the Fund as the Distributor may from time to time reasonably
require, and further agrees that the Distributor, at all reasonable times, shall
be permitted to inspect the books and records of the Fund.

6. ALLOCATION OF EXPENSES. During the period of this Agreement, the Fund
shall pay or cause to be paid all expenses, costs and fees incurred by the Fund
which are not assumed by the Distributor or Jundt Associates, Inc. (the
"Adviser"). The Distributor shall pay all costs of distributing the Shares,
including, but not limited to, (a) compensation paid to broker-dealers,
including the Distributor and its registered representatives, for their sales of
Shares, including the payment of trailer commissions and the implementation of
various incentive programs with respect to broker-dealers, banks and other
financial institutions; (b) compensation paid to banks and other institutions
for providing administrative and accounting services with respect to the Fund's
shareholders; (c) other advertising and promotional expenses in connection with
the distribution of Shares; and (d) other distribution-related costs as set
forth in the Plans of Distribution adopted by the Fund with respect to the
Class A Shares, Class B Shares and Class C Shares (collectively, the "Rule 12b-1
Plans"); provided that the Adviser, rather than the Distributor, may bear the
expenses referred to in this sentence, but the Distributor shall be primarily
liable for such expenses until paid.

7. COMPENSATION TO DISTRIBUTOR. As compensation for all of its services
provided and its costs assumed under this Agreement, the Distributor shall
receive such front-end sales charges, contingent deferred sales charges and fees
payable pursuant to Rule 12b-1 Plans, all as described in the Fund's current
prospectus, as amended and supplemented from time to time.

8. LIMITATION OF DISTRIBUTOR'S AUTHORITY. The Distributor shall be
deemed to be an authorized independent contractor and, except as specifically
provided or authorized herein, shall have no authority to act for or represent
the Fund.

9. SUBSCRIPTION FOR SHARES; REFUND FOR CANCELED ORDERS. The Distributor
shall subscribe for the Shares of the Fund only for the purpose of covering
purchase orders already received by it or for the purpose of investment for its
own account. In the event that an order for the purchase of Shares is placed
with the Distributor by a customer or dealer and subsequently canceled, the
Distributor shall forthwith cancel the subscription for such Shares entered on
the books of the Fund and, if the Distributor has paid the Fund for such Shares,
shall be entitled to receive from the Fund in refund of such payment the lesser
of:

(a) the consideration received by the Fund for said Shares; or

(b) the Net Asset Value of such Shares at the time of cancellation by
the Distributor.

-2-

<PAGE>

10. INDEMNIFICATION OF FUND. The Distributor agrees to indemnify the
Company and the Fund against any and all litigation and other legal proceedings
of any kind or nature and against any liability, judgment, cost or penalty
imposed as a result of such litigation or proceedings in any way arising out of
or in connection with the sale or distribution of the Shares of the Fund by the
Distributor. In the event of the threat or institution of any such litigation
or legal proceedings against the Company or the Fund, the Distributor shall
defend such action on behalf of the Company and the Fund at its own expense, and
shall pay any such liability, judgment, cost or penalty resulting therefrom,
whether imposed by legal authority or agreed upon by way of compromise and
settlement; provided, however, that the Distributor shall not be required to pay
or reimburse the Company or the Fund for any liability, judgment, cost or
penalty incurred as a result of an omission to supply information by the Company
or the Fund to the Distributor, or to the Distributor by a director, officer or
employee of the Company who is not an Interested Person of the Distributor (as
defined in Section 2(a)(19) of the 1940 Act and the rules, regulations and
releases relating thereto), unless the information so supplied or omitted was
available to the Distributor or the Fund's investment adviser without recourse
to the Company or the Fund or any such Interested Person of the Company or the
Fund.

11. FREEDOM TO DEAL WITH THIRD PARTIES. The Distributor shall be free to
render to others services of a nature either similar to or different from those
rendered under this Agreement, except such as may impair its performance of the
services and duties to be rendered by it hereunder.

12. EFFECTIVE DATE. This Agreement shall become effective upon the
initial effective date of the Company's Registration Statement on Form N-1A.
Wherever referred to in this Agreement, the vote or approval of the holders of a
majority of the outstanding Shares of the Fund or of a Class of Shares shall
mean the vote of 67% or more of such Shares if the holders of more than 50% of
such Shares are present in person or by proxy or the vote of more than 50% of
such Shares, whichever is less.

13. DURATION. Unless sooner terminated as hereinafter provided, this
Agreement shall continue in effect from year to year but only so long as such
continuance is specifically approved at least annually either (a) by the Board
of Directors of the Company, including the specific approval of a majority of
the directors who are not Interested Persons of the Company or of the
Distributor and who have no direct or indirect financial interest in the
operation of the Rule 12b-1 Plans, or in any agreements relating to the Rule
12b-1 Plans, cast in person at a meeting called for the purpose of voting on
such approval; or (b) by the vote of the holders of a majority of the
outstanding Shares of the Fund, provided that, if a majority of the outstanding
Shares of any Class approves this Agreement, this Agreement shall continue in
effect with respect to such approving Class whether or not the shareholders of
any other Class of the Fund have approved this Agreement.

14. TERMINATION. This Agreement may be terminated at any time without the
payment of any penalty by the vote of a majority of the members of the Board of
Directors of the Company who are not Interested Persons of the Company and who
have no direct or indirect financial interest in the operation of the Rule 12b-1
Plans or in any agreements relating to the Rule 12b-1 Plans, or by the
Distributor, upon not more than 60 days' written notice to the other party.
This Agreement may be terminated with respect to a particular Class at any time
without the payment of any penalty by the vote of the holders of a majority of
the outstanding Shares of such Class, upon 60 days' written notice to the
Distributor. This Agreement shall automatically terminate in the event of its
assignment.

15. AMENDMENTS TO AGREEMENT. No material amendment to this Agreement
shall be effective until approved by the Distributor and by the vote of a
majority of the Board of Directors of the Company who are not Interested Persons
of the Distributor.

-3-

<PAGE>

16. NOTICES. Any notices under this Agreement shall be in writing,
addressed, delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate in writing for the receipt of such
notice.

IN WITNESS WHEREOF, the Fund and the Distributor have caused this Agreement
to be executed by their duly authorized officers as of the day and year first
above written.

JUNDT FUNDS, INC.

By
-------------------------------------
Its
-----------------------------------

U.S. GROWTH INVESTMENTS, INC.

By
-------------------------------------
Its
-----------------------------------

-4-

<PAGE>

EXHIBIT 9.2

AMENDED AND RESTATED ADMINISTRATION AGREEMENT

THIS AMENDED AND RESTATED AGREEMENT, executed as of December 18, 1997,
amends and restates in its entirety the Administration Agreement dated December
4, 1995 by and between Jundt Funds, Inc., a Minnesota corporation (hereinafter
called the "Company"), with respect to Jundt U.S. Emerging Growth Fund, Jundt
Opportunity Fund, Jundt Twenty-Five Fund and any other series of the Company
(each, a "Fund"), and Princeton Administrators, L.P., a Delaware limited
partnership (hereinafter called the "Administrator"), as amended;

W I T N E S S E T H
-------------------

WHEREAS, the Company and Jundt Associates, Inc. (the "Investment Adviser")
have entered into or will enter into an Investment Advisory Agreement (the
"Investment Agreement") pursuant to which the Investment Adviser will agree to
act as investment adviser for, and to manage the affairs, business and
investment of the assets of each Fund; and

WHEREAS, the Company desires to retain the Administrator to render certain
administrative services for the Company in the manner and on the terms and
conditions hereafter set forth; and

WHEREAS, the Administrator desires to be retained to perform such services
on said terms and conditions.

NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the Company and the Administrator agree as follows:

1. DUTIES OF THE ADMINISTRATOR. The Company hereby retains the
Administrator to act as administrator of the Company, subject to the supervision
and direction of the Board of Directors of the Company, as hereinafter set
forth. The Administrator shall perform or

<PAGE>

arrange for the performance of the following administrative and clerical
services: (i) maintain and keep certain books and records of the Company and
each Fund; (ii) prepare or review and, subject to approval by the Company, file
certain reports and other documents required by U.S. Federal, state (subject to
and contingent upon the Company's transfer agent providing sales and redemption
data to the Administrator via an automated data electronic feed system
compatible with the Administrator's system and acceptable to the Administrator)
and other applicable U.S. laws and regulations to maintain the Company's
registration as an open-end investment company; (iii) coordinate tax related
matters; (iv) respond to inquiries from Fund shareholders; (v) calculate and
publish, or arrange for the calculation and publication of, the net asset value
of each Fund's shares; (vi) oversee, and, as the Board may reasonably request or
deem appropriate, make reports and recommendations to the Board on, the
performance of administrative and professional services rendered to the Company
and each Fund by others, including its custodian and any subcustodian,
registrar, transfer agent, dividend disbursing agent and dividend reinvestment
plan agent, as well as accounting, auditing and other services; (vii) provide
the Company with the services of persons competent to perform the foregoing
administrative and clerical functions; (viii) provide the Company with
administrative offices and data processing facilities; (ix) arrange for payment
of the Company's and each Fund's expenses; (x) consult with the Company's
officers, independent accountants, legal counsel, custodian and any
sub-custodian, registrar, transfer agent, and dividend disbursing agent and
dividend reinvestment plan agent in establishing the accounting policies of the
Company; (xi) prepare such financial information and reports as may be required
by any banks from which the Company borrows funds; and (xii) provide such
assistance to the Investment Adviser, the custodian and any sub-custodian, and
the Company's counsel and auditors as generally may be required to carry on
properly the business and operations of the Company and each Fund. The Company
agrees to cause its transfer agent, custodian and the Investment Adviser to
deliver, on a timely basis, such information to the Administrator as may be
necessary or appropriate for the Administrator's performance of its duties and
responsibilities hereunder, including but not limited to, daily records of
transactions, daily valuation of investments in local currency (which may be
based on information provided by a pricing service) as well as the daily
conversion factor in order for the Administrator to price each Fund in United
States dollars,

<PAGE>

reports of expenses borne by the Company and each Fund, the Company's management
letter to stockholders and such other information necessary for the
Administrator to prepare the above referenced reports and filings, and the
Administrator shall be entitled to rely on the accuracy and completeness of such
information in performing its duties hereunder.

2. EXPENSES OF THE ADMINISTRATOR. The Administrator assumes and shall
pay for maintaining the staff and personnel necessary to perform its obligations
under this Agreement, and shall at its own expense, provide office space,
facilities, equipment and necessary personnel which it is obligated to provide
under paragraph 1 hereof, except that the Company shall pay reasonable travel
expenses of persons who perform administrative, clerical and bookkeeping
functions on behalf of the Company. The Company and the Investment Adviser
assume and shall pay or cause to be paid all other expenses of the Company and
each Fund as set forth in the Investment Agreement. The expenses of legal
counsel and accounting experts retained by the Administrator, after consulting
with the Company's counsel and independent auditors, as may be necessary or
appropriate for the Administrator's performance of its duties and
responsibilities under this Agreement are deemed expenses of, and shall be paid
by, the Company.

3. COMPENSATION OF THE ADMINISTRATOR. For the services rendered to the
Company and each Fund by the Administrator pursuant to this Agreement, the
Company shall pay to the Administrator on the first business day of each
calendar month a fee for the previous month at an annual rate equal to 0.20% of
the Company's net assets up to and including U.S. $600 million and 0.175% of the
Company's net assets in excess of U.S. $600 million. For the purpose of
determining fees payable to the Administrator, the net assets of the Company
shall mean the value of the total assets of the Company, minus the sum of the
accrued liabilities of the Company exclusive of capital stock and surplus. The
value of the Company's net assets shall be computed at the times and in the
manner specified in the Company's Registration Statement on Form N-1A, as
amended from time to time (the "Registration Statement"). Compensation by the
Company of the Administrator shall be pro-rated for any partial month of
service, according to the proportion that such period bears to the full monthly
period and shall

<PAGE>

be payable within seven (7) days after the end of the period to which such
compensation relates.

4. LIMITATION OF LIABILITY OF THE ADMINISTRATOR; INDEMNIFICATION.

(a) The Administrator shall not be liable to any person for any error
of judgment or mistake of law or for any loss arising out of any act or omission
by the Administrator in the performance of its duties hereunder; provided,
however, that nothing herein contained shall be construed to protect the
Administrator against any liability to the Company to which the Administrator
shall otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or by reckless disregard of its
obligations and duties hereunder.

(b) The Administrator may, with respect to questions of law, apply
for and obtain the advice or opinion of legal counsel and, with respect to the
application of generally accepted accounting principles or Federal tax
accounting principles, apply for and obtain the advice or opinion of accounting
experts. The Administrator shall be fully protected with respect to any action
taken or omitted by it in good faith in conformity with such advice or opinion.

(c) The Company agrees to indemnify and hold harmless the
Administrator from and against all charges, claims, expenses (including legal
fees) and liabilities reasonably incurred by the Administrator in connection
with the performance of its duties hereunder, except such as may arise from the
Administrator's willful misfeasance, bad faith, gross negligence in the
performance of its duties or by reckless disregard of its obligations and duties
hereunder. The Company shall make advance payments in connection with the
expenses of defending any action with respect to which indemnification might be
sought hereunder if the Company receives a written affirmation of the
Administrator's good faith belief that the standard of conduct necessary for
indemnification has been met and a written undertaking to reimburse the Company
unless it is subsequently determined that the

<PAGE>

Administrator is entitled to such indemnification and if the Directors of the
Company determine that the facts then known to them would not preclude
indemnification. In addition, at least one of the following conditions must be
met: (A) the Administrator shall provide a security for this undertaking, (B)
the Company shall be insured against losses arising by reason of any lawful
advances, or (C) a majority of a quorum consisting of Directors of the Company
who are neither "interested persons" of the Company (as defined in Section 2(a)
(19) of the 1940 Act) nor parties to the proceeding ("Disinterested Non-Party
Directors") or an independent legal counsel in a written opinion, shall
determine, based on a review of readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the Administrator
ultimately will be found entitled to indemnification.

(d) As used in this Paragraph 4, the term "Administrator" shall
include any affiliates of the Administrator performing services for the Company
contemplated hereby and directors, partners, officers, agents and employees of
the Administrator and such affiliates.

5. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator
under this Agreement are not to be deemed exclusive, and the Administrator and
any person controlled by or under common control with the Administrator shall be
free to render similar services to others.

6. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall
become effective as of the date first above written and shall remain in force
until terminated as provided herein. This Agreement may be terminated at any
time, without the payment of any penalty, by the Company on sixty days' written
notice to the Administrator and by the Administrator on ninety days' written
notice to the Company. This Agreement shall automatically terminate in the
event of its assignment.

7. AMENDMENTS OF THIS AGREEMENT. This Agreement may be amended by the
parties hereto only if such amendment is specifically approved by the Board of
Directors of the

<PAGE>

Company and such amendment is set forth in a written instrument executed by each
of the parties hereto.

8. GOVERNING LAW. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the State of New York as at the
time in effect and the applicable provisions of the 1940 Act. To the extent
that the applicable law of the State of New York, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter
shall control.

9. COUNTERPARTS. This Agreement may be executed by the parties hereto in
counterparts and if executed in more than one counterpart, the separate
instruments shall constitute one agreement.

10. NOTICES. Any notice under this Agreement, shall be in writing and
shall be deemed to be received on the earlier of the date actually received or
on the fourth day after the postmark if such notice is mailed first class
postage prepaid. Notice shall be addressed:

(a) if to the Administrator, to: President, Princeton
Administrators, L.P., P.O. Box 9011, Princeton, New Jersey 08543-9011; or (b) if
to the Fund, to: Chairman, Jundt Funds, Inc., 1550 Utica Avenue South, Suite
950, Minneapolis, Minnesota 55416.

6
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Agreement as of the day and year first above written.

JUNDT FUNDS, INC.

By:
-----------------------------------------
Title:

PRINCETON ADMINISTRATORS, L.P.
By: Princeton Services, Inc., General Partner

By:
-----------------------------------------
Title:

<PAGE>

EXHIBIT 10

FAEGRE & BENSON
PROFESSIONAL LIMITED LIABILITY PARTNERSHIP
2200 NORWEST CENTER
90 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402

Jundt Funds, Inc.
1550 Utica Avenue South, Suite 950
Minneapolis, Minnesota 55416

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form N-1A (File Nos:
33-99080 and 811-09128) (the "Registration Statement") which you have filed
with the Securities and Exchange Commission for the purposes of registering
Jundt Funds, Inc. (the "Company") as an open-end management investment
company pursuant to the Investment Company Act of 1940, as amended, and of
registering for sale by the Company an indefinite number of the Company's
common shares, par value $.01 per share, pursuant to the Securities Act of
1933, as amended. This opinion relates solely to the Company's Series A
common shares, Series B common shares and Series C common shares, and to the
Class A, Class B, Class C and Class I shares, of each such series of common
shares (collectively, the "Shares").

We are familiar with the proceedings to date with respect to the proposed
sale by the Company of the Shares, and have examined such records, documents
and matters of law, and have satisfied ourselves as to such matters of fact,
as we consider relevant for the purposes of this opinion.

We are of the opinion that:

(a) The Company is a legally organized corporation under Minnesota
law; and

(b) The Shares to be sold by the Company will be legally issued,
fully paid and nonassessable, if and when issued and sold upon the
terms and in the manner set forth in the Registration Statement.

We consent to the reference to this firm under the caption "Counsel and
Auditors" in the Statement of Additional Information contained in the
Registration Statement and to the use of this opinion as an exhibit to the
Registration Statement.

Dated: December 12, 1997

Very truly yours,

/s/ Faegre & Benson LLP

Faegre & Benson LLP

<PAGE>

EXHIBIT 15.7

CLASS A DISTRIBUTION PLAN
OF
JUNDT TWENTY-FIVE FUND
(A SERIES OF JUNDT FUNDS, INC.)

PURSUANT TO RULE 12b-1

THIS DISTRIBUTION PLAN is executed as of the 18th day of December, 1997 by
and between Jundt Funds, Inc., a Minnesota corporation (the "Company"), for and
on behalf of Jundt Twenty-Five Fund (the "Fund"), a separately managed series of
the Company, and U.S. Growth Investments, Inc., a Minnesota corporation (the
"Distributor").

W I T N E S S E T H:

WHEREAS, the Company is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and

WHEREAS, the Distributor is a securities firm engaged in the business of
selling shares of investment companies either directly to purchasers or through
other securities dealers; and

WHEREAS, the Company proposes to enter into a Distribution Agreement with
the Distributor, pursuant to which the Distributor will act as the exclusive
distributor and representative of the Fund in the offer and sale of Class A
shares of common stock, par value $.01 per share (the "Class A shares"), of the
Fund to the public; and

WHEREAS, the Fund desires to adopt this Class A Distribution Plan (the
"Plan") pursuant to Rule 12b-1 under the Investment Company Act, pursuant to
which the Fund will pay an account maintenance fee to the Distributor with
respect to the Fund's Class A shares; and

WHEREAS, the Directors of the Company have determined that there is a
reasonable likelihood that adoption of the Plan will benefit the Fund and its
Class A shareholders.

NOW, THEREFORE, the Company, for and on behalf of the Fund, hereby adopts,
and the Distributor hereby agrees to the terms of, the Plan in accordance with
Rule 12b-1 under the Investment Company Act on the following terms and
conditions:

1. The Fund shall pay Distributor an account maintenance fee under the
Plan at the end of each month at the annual rate of 0.25% of average daily net
assets of the Fund relating to Class A shares to compensate the Distributor and
securities firms with which the Distributor enters into related agreements
pursuant to paragraph 3 hereof ("Sub-Agreements") for account maintenance
activities with respect to Class A shareholders of the Fund.

2. Payments made pursuant to the Plan will be imposed directly against
the assets of the Fund relating to the Class A shares.

3. The Fund hereby authorizes the Distributor to enter into
Sub-Agreements with certain securities firms ("Securities Firms") to provide
compensation to such Securities Firms for activities and services of the type
referred to in paragraph 1 hereof. The Distributor may reallocate all or a
portion of its

<PAGE>

account maintenance fee to such Securities Firms as compensation for the
above-mentioned activities and services. Such Sub-Agreements shall provide that
the Securities Firms shall provide the Distributor with such information as is
reasonably necessary to permit the Distributor to comply with the reporting
requirements set forth in paragraph 4 hereof.

4. The Distributor shall provide the Fund for review by the Board of
Directors, and the Directors shall review, at least quarterly, a written report
complying with the requirements of Rule 12b-1 regarding the disbursement of the
account maintenance fee during such period.

5. The Plan shall not take effect until it has been approved, together
with any related agreements, by votes of a majority of both (a) the Directors of
the Company and (b) those Directors of the Company who are not "interested
persons" of the Company, as defined in the Investment Company Act, and have no
direct or indirect financial interest in the operation of the Plan or any
agreements related to it (the "Rule 12b-1 Directors"), cast in person at a
meeting or meetings called for the purpose of voting on the Plan and such
related agreements.

6. The Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
the Plan in paragraph 5.

7. The Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Directors, or by vote of a majority of the outstanding Class A voting
securities of the Fund.

8. The Plan may not be amended to increase materially the rate of
payments by the Fund provided for herein unless such amendment is approved by at
least a majority, as defined in the Investment Company Act, of the outstanding
Class A voting securities of the Fund, and by the Directors of the Company in
the manner provided for in paragraph 5 hereof, and no material amendment to the
Plan shall be made unless approved in the manner provided for approval and
annual renewal in paragraph 5 hereof.

9. While the Plan is in effect, the selection and nomination of Directors
who are not interested persons, as defined in the Investment Company Act, of the
Company shall be committed to the discretion of the Directors who are not
interested persons.

10. The Fund shall preserve copies of the Plan and any related agreements
and all reports made pursuant to paragraph 4 hereof, for a period of not less
than six years from the date of the Plan, or the agreements or such report, as
the case may be, the first two years in an easily accessible place.

-2-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Plan as of the
date first above written.

JUNDT FUNDS, INC.

By:
------------------------------------
Title:

U.S. GROWTH INVESTMENTS, INC.

By:
------------------------------------
Title:

-3-

<PAGE>

EXHIBIT 15.8

CLASS B DISTRIBUTION PLAN
OF
JUNDT TWENTY-FIVE FUND
(A SERIES OF JUNDT FUNDS, INC.)

PURSUANT TO RULE 12b-1

THIS DISTRIBUTION PLAN is executed as of the 18th day of December, 1997 by
and between Jundt Funds, Inc., a Minnesota corporation (the "Company"), for and
on behalf of Jundt Twenty-Five Fund (the "Fund"), a separately managed series
of the Company, and U.S. Growth Investments, Inc., a Minnesota corporation (the
"Distributor").

W I T N E S S E T H:

WHEREAS, the Company is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and

WHEREAS, the Distributor is a securities firm engaged in the business of
selling shares of investment companies either directly to purchasers or through
other securities dealers; and

WHEREAS, the Company proposes to enter into a Distribution Agreement with
the Distributor, pursuant to which the Distributor will act as the exclusive
distributor and representative of the Fund in the offer and sale of Class B
shares of common stock, par value $.01 per share (the "Class B shares"), of the
Fund to the public; and

WHEREAS, the Fund desires to adopt this Class B Distribution Plan (the
"Plan") pursuant to Rule 12b-1 under the Investment Company Act, pursuant to
which the Fund will pay an account maintenance fee and a distribution fee to the
Distributor with respect to the Fund's Class B shares; and

WHEREAS, the Directors of the Company have determined that there is a
reasonable likelihood that adoption of the Plan will benefit the Fund and its
Class B shareholders.

1. The Fund shall pay Distributor an account maintenance fee under the
Plan at the end of each month at the annual rate of 0.25% of average daily net
assets of the Fund relating to Class B shares to compensate the Distributor and
securities firms with which the Distributor enters into related agreements
pursuant to paragraph 5 hereof ("Sub-Agreements") for account maintenance
activities with respect to Class B shareholders of the Fund.

2. The Fund shall pay the Distributor a distribution fee under the Plan
at the end of each month at the annual rate of 0.75% of average daily net assets
of the Fund relating to the Class B shares to compensate the Distributor and
securities firms with which Distributor enters into related Sub-Agreements for
providing sales and promotional activities and services relating to the Class B
shares. Such activities and services will relate to the sale, promotion and
marketing of the Class B shares. Such expenditures may consist of sales
commissions to financial consultant for selling Class B shares, compensation,
sales incentives and payments to sales and marketing personnel, payment of
expenses incurred in sales and promotional activities, including advertising
expenditures relating to the

<PAGE>

Fund and the costs of preparing and distributing promotional materials. The
distribution fee may also be used to pay the financing costs of carrying the
expenditures described in this paragraph 2. Payment of the distribution fee
described in this paragraph 2 shall be subject to any limitations set forth in
any applicable regulation of the National Association of Securities Dealers,
Inc.

3. On the conversion date (as hereinafter defined) next following the
eighth anniversary of the purchase of a Class B share, such share shall
automatically convert into Class A shares, the conversion ratio being determined
by the relative net asset value of Class B and Class A shares on the conversion
date. The "conversion date" shall be the 15th day of each month (or if such day
is not a business day, the next following business day). For purposes hereof, a
"business day" means any day other than a Saturday, a Sunday or a day on which
banking or trust institutions in the cities of Minneapolis, Minnesota and New
York, New York are authorized or obligated by law, executive order or
governmental decree to be closed.

4. Payments made pursuant to the Plan will be imposed directly against
the assets of the Fund relating to the Class B shares.

5. The Fund hereby authorizes the Distributor to enter into
Sub-Agreements with certain securities firms ("Securities Firms") to provide
compensation to such Securities Firms for activities and services of the type
referred to in paragraphs 1 and 2 hereof. The Distributor may reallocate all or
a portion of its account maintenance fee or distribution fee to such Securities
Firms as compensation for the above-mentioned activities and services. Such
Sub-Agreements shall provide that the Securities Firms shall provide the
Distributor with such information as is reasonably necessary to permit the
Distributor to comply with the reporting requirements set forth in paragraph 6
hereof.

6. The Distributor shall provide the Fund for review by the Board of
Directors, and the Directors shall review, at least quarterly, a written report
complying with the requirements of Rule 12b-1 regarding the disbursement of the
account maintenance fee and the distribution fee during such period.

7. The Plan shall not take effect until it has been approved, together
with any related agreements, by votes of a majority of both (a) the Directors of
the Company and (b) those Directors of the Company who are not "interested
persons" of the Company, as defined in the Investment Company Act, and have no
direct or indirect financial interest in the operation of the Plan or any
agreements related to it (the "Rule 12b-1 Directors"), cast in person at a
meeting or meetings called for the purpose of voting on the Plan and such
related agreements.

8. The Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
the Plan in paragraph 7.

9. The Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Directors, or by vote of a majority of the outstanding Class B voting
securities of the Fund.

10. The Plan may not be amended to increase materially the rate of
payments by the Fund provided for herein unless such amendment is approved by at
least a majority, as defined in the Investment Company Act, of the outstanding
Class B voting securities of the Fund, and by the Directors of the Company in
the manner provided for in paragraph 7 hereof, and no material amendment to the
Plan shall be made unless approved in the manner provided for approval and
annual renewal in paragraph 7 hereof.

<PAGE>

11. While the Plan is in effect, the selection and nomination of Directors
who are not interested persons, as defined in the Investment Company Act, of the
Company shall be committed to the discretion of the Directors who are not
interested persons.

12. The Fund shall preserve copies of the Plan and any related agreements
and all reports made pursuant to paragraph 6 hereof, for a period of not less
than six years from the date of the Plan, or the agreements or such report, as
the case may be, the first two years in an easily accessible place.

IN WITNESS WHEREOF, the parties hereto have executed this Plan as of the
date first above written.

JUNDT FUNDS, INC.

By:
------------------------------------
Title:

U.S. GROWTH INVESTMENTS, INC.

By:
------------------------------------
Title:

<PAGE>

EXHIBIT 15.9

CLASS C DISTRIBUTION PLAN
OF
JUNDT TWENTY-FIVE FUND
(A SERIES OF JUNDT FUNDS, INC.)

PURSUANT TO RULE 12b-1

THIS DISTRIBUTION PLAN made as of the 18th day of December, 1997, by and
between Jundt Funds, Inc., a Minnesota corporation (the "Company"), for and on
behalf of Jundt Twenty-Five Fund (the "Fund"), a separately managed series of
the Company, and U.S. Growth Investments, Inc., a Minnesota corporation (the
"Distributor").

W I T N E S S E T H:

WHEREAS, the Company is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and

WHEREAS, the Distributor is a securities firm engaged in the business of
selling shares of investment companies either directly to purchasers or through
other securities dealers; and

WHEREAS, the Company proposes to enter into a Distribution Agreement with
the Distributor, pursuant to which the Distributor will act as the exclusive
distributor and representative of the Fund in the offer and sale of Class C
shares of common stock, par value $.01 per share (the "Class C shares"), of the
Fund to the public; and

WHEREAS, the Fund desires to adopt this Class C Distribution Plan (the
"Plan") pursuant to Rule 12b-1 under the Investment Company Act, pursuant to
which the Fund will pay an account maintenance fee and a distribution fee to the
Distributor with respect to the Fund's Class C shares; and

WHEREAS, the Directors of the Company have determined that there is a
reasonable likelihood that adoption of the Plan will benefit the Fund and its
Class C shareholders.

1. The Fund shall pay Distributor an account maintenance fee under the
Plan at the end of each month at the annual rate of 0.25% of average daily net
assets of the Fund relating to Class C shares to compensate the Distributor and
securities firms with which the Distributor enters into related agreements
pursuant to paragraph 5 hereof ("Sub-Agreements") for account maintenance
activities with respect to Class C shareholders of the Fund.

<PAGE>

consist of sales commissions to financial consultant for selling Class C shares,
compensation, sales incentives and payments to sales and marketing personnel,
payment of expenses incurred in sales and promotional activities, including
advertising expenditures relating to the Fund and the costs of preparing and
distributing promotional materials. The distribution fee may also be used to
pay the financing costs of carrying the expenditures described in this
paragraph 2. Payment of the distribution fee described in this paragraph 2
shall be subject to any limitations set forth in any applicable regulation of
the National Association of Securities Dealers, Inc.

3. Payments made pursuant to the Plan will be imposed directly against
the assets of the Fund relating to the Class C shares.

4. The Fund hereby authorizes the Distributor to enter into
Sub-Agreements with certain securities firms ("Securities Firms") to provide
compensation to such Securities Firms for activities and services of the type
referred to in paragraphs 1 and 2 hereof. The Distributor may reallocate all or
a portion of its account maintenance fee or distribution fee to such Securities
Firms as compensation for the above-mentioned activities and services. Such
Sub-Agreements shall provide that the Securities Firms shall provide the
Distributor with such information as is reasonably necessary to permit the
Distributor to comply with the reporting requirements set forth in paragraph 5
hereof.

5. The Distributor shall provide the Fund for review by the Board of
Directors, and the Directors shall review, at least quarterly, a written report
complying with the requirements of Rule 12b-1 regarding the disbursement of the
account maintenance fee and the distribution fee during such period.

6. The Plan shall not take effect until it has been approved, together
with any related agreements, by votes of a majority of both (a) the Directors of
the Company and (b) those Directors of the Company who are not "interested
persons" of the Company, as defined in the Investment Company Act, and have no
direct or indirect financial interest in the operation of the Plan or any
agreements related to it (the "Rule 12b-1 Directors"), cast in person at a
meeting or meetings called for the purpose of voting on the Plan and such
related agreements.

7. The Plan shall continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided for approval of
the Plan in paragraph 6.

8. The Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Directors, or by vote of a majority of the outstanding Class C voting
securities of the Fund.

9. The Plan may not be amended to increase materially the rate of
payments by the Fund provided for herein unless such amendment is approved by at
least a majority, as defined in the Investment Company Act, of the outstanding
Class C voting securities of the Fund, and by the Directors of the Company in
the manner provided for in paragraph 6 hereof, and no material amendment to the
Plan shall be made unless approved in the manner provided for approval and
annual renewal in paragraph 6 hereof.

10. While the Plan is in effect, the selection and nomination of Directors
who are not interested persons, as defined in the Investment Company Act, of the
Company shall be committed to the discretion of the Directors who are not
interested persons.

11. The Fund shall preserve copies of the Plan and any related agreements
and all reports made pursuant to paragraph 5 hereof, for a period of not less
than six years from the date of the Plan, or the agreements or such report, as
the case may be, the first two years in an easily accessible place.

-2-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Plan as of the
date first above written.

JUNDT FUNDS, INC.

By:
------------------------------------
Title:

U.S. GROWTH INVESTMENTS, INC.

By:
------------------------------------
Title:

-3-

<PAGE>

EXHIBIT 18.3

JUNDT TWENTY-FIVE FUND
(A SERIES OF JUNDT FUNDS, INC.)

RULE 18f-3 PLAN
FOR MULTIPLE CLASS DISTRIBUTION SYSTEM

Jundt Funds, Inc. (the "Company"), an open-end management investment
company, on behalf of Jundt Twenty-Five Fund (the "Fund"), a series of the
Company, hereby adopts this plan (the "Plan") pursuant to Rule 18f-3 under
the Investment Company Act of 1940.

1. The Fund shall issue four classes of Shares, consisting of Class A
Shares, Class B Shares, Class C Shares and Class I Shares. Except as otherwise
provided herein: each such Class shall be equal in all respects and have the
same rights and obligations as each other Class; and each share of any Class
will represent an identical interest in the investment portfolio of the Fund.

2. Contemporaneously with the adoption of this Plan, the Fund has adopted
separate distribution plans pursuant to Rule 12b-1 under the Investment Company
Act of 1940 with respect to the Class A Shares, Class B Shares and Class C
Shares. Each such Class of shares shall bear the expense of the separate
Rule 12b-1 plan applicable to it, including the account maintenance fee and/or
distribution fee provided for therein.

3. Shareholder servicing costs attributable solely to a particular Class,
including the incremental transfer agency cost resulting from the deferred sales
charge arrangement relating to the Class B Shares and the Class C Shares, will
be allocated to such Class. Other incremental expenses that are subsequently
identified that are actually incurred in a different amount by any Class may,
subject to obtaining any necessary approvals that may be required by law with
respect to such allocation, be separately allocated to such Class.

4. Any expenses of the Fund not allocated to a particular Class pursuant
to this Plan shall be allocated to each Class on the basis of the net asset
value of such Class in relation to the net asset value of the Fund.

5. Expenses may be waived or reimbursed by the Fund's adviser,
distributor or any other provider of services to the Fund.

6. The separate Classes of Shares of the Fund shall have the following
characteristics:

<PAGE>

(a) CLASS A SHARES. Class A Shares will be sold at net asset value
plus a front-end sales load as set forth below:

Amount of Sales Load As A Sales Load As A
Transaction Percentage Percentage of
at Offering Price of Offering Price Net Asset Value
----------------- ----------------- ---------------

Less than $25,000 5.25% 5.54%
$25,000 but less than $50,000 4.75% 4.99%
$50,000 but less than $100,000 4.00% 4.17%
$100,000 but less than $250,000 3.00% 3.09%
$250,000 bus less than $1,000,000 2.00% 2.04%
$1,000,000 and over 0.00% 0.00%

Investors in Class A Shares may qualify for reduced initial sales
charges through a right of accumulation taking into account an investor's
holdings in all Classes of Fund Shares. Investors who purchase or
accumulate at least $1 million in Fund shares qualify to add to their
investment in Class A Shares of the Fund without the imposition of a
front-end sales charge. Although such investors will not be subject to
front-end sales charge, they will be subject to a contingent deferred sales
charge of 1% (as a percentage of the lower of original purchase price or
redemption proceeds) during the first year following purchase. Class A
Shares will be subject to an account maintenance fee at an annual rate of
0.25% of the average daily net assets of the Fund attributable to the Class
A Shares. In addition, certain categories of investors (as specified from
time to time in the current prospectus of Class A Shares) may qualify to
purchase Class A shares at net asset value without the imposition of a
front-end or contingent deferred sales charge.

(b) CLASS B SHARES. Class B Shares will be sold at net asset value
subject to a contingent deferred sales charge of 4.0% (as a percentage of
the lower of original purchase price or redemption proceeds) during the
first and second years following purchase, 3.0% during the third and fourth
years following purchase, 2.0% during the fifth year following purchase,
1.0% during the sixth year following purchase and 0% following the
completion of the sixth year following purchase. Class B Shares will be
subject to an account maintenance fee at an annual rate of 0.25% on the
average daily net assets of the Fund attributable to Class B Shares and a
distribution fee at an annual rate of 0.75% of such net assets. For
purposes of conversion of Class B Shares to Class A Shares, the 15th day of
each month (or if such day is not a business day, the next following
business day)(1) shall be deemed a "conversion date." On the conversion
date next following the eighth anniversary of the purchase of a Class B
Share, such Share shall automatically convert into Class A Shares, the
conversion ratio being determined by the relative net asset value of
Class B and Class A Shares on the conversion date.

(c) CLASS C SHARES. Class C Shares will be sold at net asset value
subject to a contingent deferred sales charge of 1.0% (as a percentage of
the lower of original purchase price or redemption proceeds) during the
first year following purchase. Class C Shares are subject to an

- --------------------
(1) For purposes hereof, a "business day" means any day other than a Saturday, a
Sunday or a day on which banking or trust institutions in the cities of
Minneapolis, Minnesota and New York, New York, are authorized or obligated by
law, executive order or governmental decree to be closed.

-2-

<PAGE>

account maintenance fee at an annual rate of 0.25% on the average daily net
assets of the Fund attributable to Class C Shares and a distribution fee at
an annual rate of 0.75% of such net assets.

(d) CLASS I SHARES. Class I Shares will not be publicly distributed
by the Fund, but will be sold at their net asset value, without a sales
load, only to directors, officers, employees and consultants of the Fund,
the distributor or Jundt Associates, Inc. and members of their immediate
families, as well as accounts for the benefit of any of the foregoing.
Class I Shares will also be issued upon reinvestment of dividends and
distributions on outstanding Class I Shares. Class I Shares will not be
subject to a distribution fee or account maintenance fee.

7. Each Class of Shares shall have exclusive voting rights on any matter
submitted to shareholders of the Fund that relates solely to such Class or the
arrangements contained herein relating to allocation of expenses to such Class.

8. Each Class shall have separate voting rights on any matter submitted
to shareholders of the Fund in which the interest of one Class differs from the
interest of any other Class. Before this Plan is amended in any material
respect, a majority of the directors of the Company, and a majority of the
directors who are not interested persons of the Company, shall find that the
Plan, as proposed to be amended, including the expense allocation, is in the
best interests of each Class individually and the Fund as a whole. Before any
vote on any such amendment, the directors shall request and evaluate, and any
agreement relating to the arrangements contained in this Plan shall require the
parties thereto to furnish, such information as may be reasonably necessary to
evaluate the Plan and such amendment.

-3-

<PAGE>

EXHIBIT 19

CODE OF ETHICS
FOR
JUNDT ASSOCIATES, INC.
AND AFFILIATES

I. PURPOSE AND CONSTRUCTION

This Code of Ethics (the "Code") is adopted by Jundt Associates, Inc.
("Jundt"), U.S. Growth Investments, Inc. ("USG") and the Funds in an effort to
prevent violations of Section 17 of the Investment Company Act of 1940, as
amended, and the rules and regulations thereunder. The focus of the Code is the
prevention of investment activities by persons with access to certain
information that might be harmful to the interests of the Funds or that might
enable such persons to illicitly profit from their relationship with the Funds.

II. DEFINITIONS

(a) "ACCESS PERSON" means any director, officer or Advisory Person of
Jundt or a Fund or, with respect to USG, any director or officer who in the
ordinary course of his or her business makes, participates in or obtains
information regarding the purchase or sale of Securities for a Fund or whose
functions or duties as part of the ordinary course of his or her business relate
to the making of any recommendation to a Fund regarding the purchase or sale of
Securities.

(b) "ADVISORY PERSON" means:

(1) any employee of Jundt or a Fund (or of any company in a control
relationship to Jundt or a Fund) who, in connection with his or her regular
functions or duties, makes, participates in or obtains information
regarding the purchase or sale of a security by a Fund, or whose functions
or duties relate to the making of any recommendations with respect to such
purchases or sales (including, but not limited to, Portfolio Managers and
all Jundt employees who provide information and advice to Portfolio
Managers or who help execute the Portfolio Managers' decisions, such as
securities analysts and traders); or

(2) any natural person in a control relationship to Jundt or a Fund
and who obtains information concerning recommendations made to a Fund with
regard to the purchase or sale of a Security.

(1) any person directly or indirectly owning, controlling or holding
with power to vote five percent (5%) or more of the outstanding voting
securities of such other person;

(2) any person five percent (5%) or more of whose outstanding voting
securities are directly or indirectly owned, controlled or held with power
to vote by such other person;

(3) any person directly or indirectly controlling, controlled by or
under common control with such other person;

(4) any officer, director, partner, co-partner or employee of such
other person;

<PAGE>

(5) if such other person is an investment company, any investment
adviser thereof or any member of an advisory board thereof; and

(6) if such other person is an unincorporated investment company not
having a board of directors, the depositor thereof.

(d) "BENEFICIAL OWNERSHIP" for purposes of the Code, shall be determined
in accordance with the definition of "beneficial owner" set forth in Rule
16a-1(a)(2) under the Securities Exchange Act of 1934, I.E., a person must have
a "direct or indirect pecuniary interest" to have "beneficial ownership."
Although the following list is not meant to be exhaustive, under the rule a
person would generally be regarded to be the beneficial owner of the following
Securities:

(1) Securities held in the person's own name;

(2) Securities held with another in joint tenancy, community property
or other joint ownership;

(3) Securities held by a bank or broker as nominee or custodian on
such person's behalf or pledged as collateral for a loan;

(4) Securities held by members of the person's immediate family
sharing the same household;

(5) Securities held by a relative not residing in the person's home
if the person is a custodian, guardian or otherwise has controlling
influence over the purchase, sale or voting of such Securities;

(6) Securities held by a trust in which the person is a beneficiary
and has or shares the power to make purchase or sale decisions;

(7) Securities held by a trust for which the person serves as a
trustee and in which the person has a pecuniary interest (including
pecuniary interests by virtue of performance fees and by virtue of holdings
by the person's immediate family);

(8) Securities held by a general partnership or limited partnership
in which the person is a general partner;

(9) Securities owned by a corporation in which the person has a
control position or in which the person has or shares investment control
over the portfolio Securities (other than a registered investment company);

(10) Securities in a portfolio giving the person certain
performance-related fees; and

(11) Securities held by another person or entity pursuant to any
agreement, understanding, relationship or other arrangement giving the
person any direct or indirect pecuniary interest.

(e) "CONTROL" shall have the same meaning as that set forth in Section
2(a)(9) of the 1940 Act.

-2-

<PAGE>

(f) "DISINTERESTED DIRECTOR" means directors or trustees of a Fund who are
not "interested persons," as defined in the 1940 Act, of a Fund.

(g) "FUND" means any investment company registered under the 1940 Act for
which Jundt acts as an investment adviser.

(h) "MEMBER OF IMMEDIATE FAMILY" of a person includes such person's
spouse, children under the age of twenty-five (25) years residing with such
person, and any trust or estate in which such person or any other member of his
or her immediate family has a substantial beneficial interest, unless neither
such person nor any other member of his or her immediate family is able to
control or participate in the investment decisions of such trust or estate.

(i) "OUTSIDE FUND OFFICER" means any officer of a Fund who is not
otherwise an "interested person," as defined in the 1940 Act, of a Fund, Jundt
or USG.

(j) "PERSONAL SECURITIES TRANSACTION" means a transaction in a Security in
which a person has or thereby acquires Beneficial Ownership. A person shall be
considered to be "engaging in" or "effecting" a Personal Securities Transaction
if the person, directly or indirectly, directs, participates in or receives
advance notification or advice of or regarding such transaction. A person shall
not be considered to be "engaging in" or "effecting" a Personal Securities
Transaction if such transaction is effected on the person's behalf by an
independent fiduciary or broker with investment discretion, provided the person
did not, directly or indirectly, direct, participate in or receive advance
notification or advice of or regarding such transaction.

(k) "PORTFOLIO MANAGER" means a Jundt employee entrusted with the direct
responsibility and authority to make investment decisions affecting a Fund.

(l) "PURCHASE OR SALE OF A SECURITY" includes, among other things, the
writing of an option to purchase or sell a Security.

(m) "SECURITY" shall have the meaning set forth in Section 2(a)(36) of the
1940 Act.

(n) "SECURITY HELD OR TO BE ACQUIRED" by a registered investment company
means any Security which, within the most recent fifteen (15) days, (i) is or
has been held by such company, or (ii) is being or has been considered by such
company or its investment adviser for purchase by such company.

(o) "1940 ACT" means the Investment Company Act of 1940, 15 U.S.C.
Sections 80a-1 to 80a-52, as amended.

III. RESTRICTIONS

(a) NONDISCLOSURE OF INFORMATION. An Access Person shall not divulge to
any person contemplated or completed Securities transactions of a Fund, except
in the performance of his or her duties, unless such information previously has
become a matter of public knowledge.

(b) SECTION 17(d) LIMITATIONS. Neither USG, an Affiliated Person of a
Fund or any Affiliated Person of USG or of such Affiliated Person of a Fund,
acting as principal, shall effect any transaction in which a Fund, or a company
controlled by a Fund, is a joint or a joint and several participant with such

-3-

<PAGE>

person, USG or Affiliated Person, in contravention of such rules and regulations
as the Securities and Exchange Commission may prescribe under Section 17(d) of
the 1940 Act for the purpose of limiting or preventing participation by a Fund
or controlled companies on a basis different from or less advantageous than that
of such other participant.

It shall be unlawful for any affiliated person of or principal
underwriter for a registered investment company, or any affiliated person
of an investment adviser of or principal underwriter for a registered
investment company in connection with the purchase or sale, directly or
indirectly, by such person of a security held or to be acquired, as defined
in this section, by such registered investment company--

(1) To employ any device, scheme or artifice to defraud such
registered investment company;

(2) To make to such registered investment company any untrue
statement of a material fact or omit to state to such registered
investment company a material fact necessary in order to make the
statements made, in light of the circumstances under which they were
made, not misleading;

(3) To engage in any act, practice or course of business which
operates or would operate as a fraud or deceit upon any such
registered investment company; or

(4) To engage in any manipulative practice with respect to such
registered investment company.

Any violation of Rule 17j-1(a) shall be deemed to be a violation of the
Code.

(d) COVENANT TO EXERCISE BEST JUDGMENT. An Advisory Person shall act on
his or her best judgment in effecting, or failing to effect, any transaction by
a Fund, and such Advisory Person shall not take into consideration his or her
personal financial situation in connection with decisions regarding portfolio
transactions by a Fund.

(e) GENERAL PRINCIPLES OF PERSONAL INVESTING. No Access Person shall
engage in any Personal Securities Transaction that such Access Person has reason
to know will be detrimental to the best interest of any Fund. When engaging in
a Personal Securities Transaction, an Access Person shall:

(1) place the interests of the Funds first;

(2) conduct such transaction in a manner consistent with the Code and
in such a manner as to avoid any actual or potential conflict of interest
or abuse of any such person's position of trust and responsibility as an
Access Person; and

(3) not take inappropriate advantage of such person's position in
relationship to the Funds.

-4-

<PAGE>

(f) LIMITATION ON PERSONAL SECURITIES TRANSACTIONS.

(1) PROHIBITION ON PERSONAL SECURITIES TRANSACTIONS BY CERTAIN ACCESS
PERSONS. No Access Person (other than Disinterested Directors and Outside
Fund Officers) shall engage in or effect any Personal Securities
Transaction involving the purchase of any Security that a Fund is
permitted, pursuant to its investment objectives and policies, to own;
provided, however, that the foregoing prohibition shall not apply to any
Security described in Section III(g)(2), (3) or (9); provided, further,
that such prohibition shall not apply to any Security described in Section
III(g)(5) through (8) or to any transaction effected pursuant to a
systematic dividend reinvestment or withdrawal plan, if in each case the
purchase of the underlying security was effected in compliance with the
Code.

(2) LIMITATIONS RELATED TO TIMING OF TRANSACTIONS. The timing of
Personal Securities Transactions not prohibited under paragraph
III(f)(1)--including, but not limited to, any proposed sale by an Access
Person (other than a Disinterested Director or an Outside Fund Officer) of
a Security that a Fund is permitted to own--shall be limited as follows:

(A) No Access Person shall engage in a Personal Securities
Transaction on a day during which a Fund has a pending "buy" or "sell"
order for the same Security until that order is executed or withdrawn.
For purposes of this paragraph (A), Access Person shall not include
any Disinterested Director or Outside Fund Officer unless such
Disinterested Director or Outside Fund Officer has actual knowledge
that a Fund has a pending "buy" or "sell" order for the same Security.

(B) No Portfolio Manager shall engage in a Personal Securities
Transaction within a seven (7) day period before or after a Fund that
he or she manages trades in the same Security.

(C) Advisory Persons shall not profit from the purchase and
sale, or sale and purchase, of the same (or equivalent) Securities
within sixty calendar days. For purposes of this paragraph (C),
"Securities" shall not be deemed to include any securities which may
not be purchased by any Fund because of investment limitations set
forth in the Funds' Registration Statements filed with the Securities
and Exchange Commission. The Director of Compliance may grant an
exception to this provision in cases of personal hardship or other
appropriate circumstances.

(3) INITIAL PUBLIC OFFERING LIMITATIONS. Advisory Persons shall not
engage in any Personal Securities Transaction that involves the purchase of
Securities in an initial public offering.

(4) PRIVATE PLACEMENT LIMITATIONS. Investments in privately placed
Securities shall be limited as follows:

(A) Advisory Persons shall not engage in any Personal Securities
Transaction that involves a private placement of Securities (other
than investments in Southways Partners, LP) without the express prior
approval of the Director of Compliance. In reviewing any such
approval request, the Director of Compliance shall consider, among
other factors, whether the investment opportunity should be reserved
for a Fund and its

-5-

<PAGE>

shareholders, and whether the opportunity is being offered to the
requesting individual by virtue of his or her position with the Funds
and Jundt.

(B) Advisory Persons who have a Beneficial Ownership interest in
any Securities obtained through a private placement shall disclose
such interest to the Director of Compliance if and when they should
become involved in any subsequent consideration of an investment in
the same issuer for any of the Funds. In such case, the decision to
invest in the Securities of such an issuer on behalf of a Fund shall
be subject to the review and approval of an individual categorized as
an Advisory Person who has no personal interest in such issuer, which
individual shall be appointed by the Director of Compliance.

(5) REPORTS. The Director of Compliance shall maintain and make
available written records of all actions taken under this Section III(f) in
the manner required by Rule 17j-1(d) under the 1940 Act.

(g) PRIOR CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS. Prior to
effecting a Personal Securities Transaction, an Access Person (other than a
Disinterested Director or an Outside Fund Officer) shall notify the Director of
Compliance of the proposed transaction, including the amount of the transaction
and the Security involved. The Director of Compliance, after investigation,
shall determine whether such transaction is consistent with the Code and shall
promptly communicate such determination to the Access Person making the request.
Transaction clearances must be obtained no more than two days prior to making a
purchase or sale of a Security. If the trade is not made within two days of the
date of clearance, a new clearance must be obtained. Absent extraordinary
circumstances, no Access Person shall be deemed to have violated the Code for
effecting a Personal Securities Transaction if such Access Person has been
advised by the Director of Compliance that the transaction would be consistent
with the Code. The Director of Compliance shall maintain and make available
written records of all actions taken under this Section III(g) in the manner
required by Rule 17j-1(d) under the 1940 Act. This provision does not apply to
transactions:

(1) effected for any account over which such person does not have any
direct or indirect influence or control (including, but not limited to,
accounts managed by an independent and unaffiliated person with investment
discretion) provided the Access Person does not, directly or indirectly,
direct, participate in or receive advance notification or advice of or
regarding such transaction;

(2) involving United States Government securities, bankers'
acceptances, bank certificates of deposit, commercial paper and shares of
registered open-end investment companies (mutual funds);

(3) subject to Section III(f), in Securities that no Clients are
permitted to purchase or sell in accordance with their investment policies
or restrictions;

(4) effected pursuant to a systematic dividend reinvestment, cash
purchase or withdrawal plan;

(5) effected in connection with the exercise of rights to purchase
additional securities from an issuer and granted by such issuer pro rata to
all holders of a class of the issuer's securities;

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<PAGE>

(6) which are effected in connection with the call by the issuer of a
preferred stock or bond;

(7) which are effected in connection with the exercise by a second
party of a put or call option;

(8) which are effected in connection with the approaching expiration
of a put or call option as a closing transaction no more than five business
days prior to such expiration; or

(9) in any Security traded on a national securities exchange or
over-the-counter market where the market value of such Security is tied to
a broad-based market index.

(h) COPIES OF BROKERAGE REPORTS. When an Access Person (other than a
Disinterested Director or an Outside Fund Officer) engages in a Personal
Securities Transaction, the Access Person shall direct that the executing broker
send a duplicate copy of the confirmation to the Director of Compliance at the
same time as it is provided to such Access Person. Such Access Person shall
also direct such broker to provide duplicate copies of any periodic statements
on any account maintained by such person (or any other account in which such
Access Person has a Beneficial Ownership interest) to the Director of
Compliance.

IV. REPORTING REQUIREMENTS

(a) INITIAL AND ANNUAL REPORTS BY ADVISORY PERSONS. All Advisory Persons
shall submit to the Director of Compliance a report of all Securities owned by
them (or in which they otherwise have a Beneficial Ownership interest) at the
time that they commence employment with Jundt and shall also submit such a
report to the Director of Compliance at the end of each calendar year
thereafter.

(b) QUARTERLY REPORT. No later than ten (10) days after the end of each
calendar quarter, each Access Person shall submit a report to the Director of
Compliance who shall specify the following information with respect to
transactions during the then ended calendar quarter in any Security in which
such Access Person has, or by reason of such transaction acquired, any direct or
indirect Beneficial Ownership:

(1) the date of the transaction, the title and the number of shares,
and the principal amount of each Security involved;

(2) the nature of the transaction (I.E., purchase, sale or any other
type of acquisition or disposition);

(3) the price at which the transaction was effected; and

(4) the name of the broker, dealer or bank with or through whom the
transaction was effected.

If no transactions have occurred during the period, the report shall so
indicate. Any report required to be made pursuant to this Section IV(b) may
contain a statement that the report shall not be construed as an admission by
the person making the report that he or she has any direct or indirect
Beneficial Ownership in the Security to which the report relates.

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<PAGE>

(c) LIMITATIONS ON REPORTING REQUIREMENTS. Notwithstanding the provisions
of Section IV(b), no Access Person shall be required to make a report:

(1) with respect to transactions effected for any account over which
neither such person nor any other Access Person has any direct or indirect
influence or control or transactions in securities which are direct
obligations of the United States;

(2) if such a person is a Disinterested Director or an Outside Fund
Officer, EXCEPT where such Disinterested Director or Outside Fund Officer
knew or, in the ordinary course of fulfilling his or her official duties as
a Disinterested Director or Outside Fund Officer, should have known that
during the 15-day period immediately preceding or after the date of the
transactions in a Security by the Disinterested Director or Outside Fund
Officer, such Security is or was purchased or sold by a Fund or such
purchase or sale by a Fund is or was considered by a Fund or Jundt; or

(3) where a report made to Jundt would duplicate information recorded
pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the Investment
Advisers Act of 1940.

(d) DUTY TO REPORT VIOLATIONS. Any person subject to the Code who
discovers a violation or apparent violation of the Code by any other person
shall bring the matter to the attention of the Director of Compliance.

(e) FILING OF REPORTS. All reports prepared pursuant to this Article IV
shall be filed with the Director of Compliance, except that reports prepared by
the Director of Compliance shall be filed with the Chief Executive Officer of
Jundt.

(f) REPORTS TO THE FUNDS' BOARDS OF DIRECTORS. At each quarterly meeting
of the Funds' Boards of Directors, Jundt shall report to the Board any
violations of the Code, if any, that occurred since Jundt's most recent prior
report to the Boards of Directors.

In addition, Jundt shall prepare an annual report to the Funds' Board(s) of
Directors containing the following:

(1) a summary of existing procedures concerning personal investing
and any changes in the procedures made during the past year;

(2) a list of any violations requiring significant remedial action
during the past year, including details of such violations and the action
taken; and

(3) any recommended changes in existing restrictions or procedures
based upon experience under the Code, evolving industry practices or
developments in applicable laws or regulations.

(g) CERTIFICATION OF COMPLIANCE. All Access Persons must certify
annually in writing to the Director of Compliance that (1) they have read
and understand the Code and recognize that they are subject to the Code,
(2) they have disclosed or reported all Personal Securities Transactions
required to be disclosed or reported pursuant to the Code, and (3) they
have complied with all requirements of the Code. The Director of
Compliance shall maintain and make available copies of such written
certifications in the manner required by Rule 17j-1(d) under the 1940 Act.

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<PAGE>

V. ENFORCEMENT AND SANCTIONS

(a) GENERAL. The Director of Compliance shall bring all violations or
apparent violations of the Code to the attention of the Chairman of Jundt. The
Chairman of Jundt shall have the primary responsibility for enforcing the Code
and determining appropriate sanctions with respect to such company's directors,
officers and employees. If the alleged violator is the Chairman of Jundt, the
Director of Compliance shall bring such alleged violation to the attention of
the Funds' Board of Directors, who shall have the primary responsibility for
enforcing the Code and determining appropriate sanctions with respect to such
alleged violation. If the alleged violator is a Disinterested Director or is
otherwise not a director, officer or employee of Jundt or USG, the Board of
Directors of the affected Fund or Funds shall have the primary responsibility
for enforcing the Code and determining appropriate sanctions. In addition to
the sanctions prescribed by Section V(b), any person who is found to have
violated the Code may be permanently dismissed, reduced in salary or position,
temporarily suspended from employment or sanctioned in such other manner as may
be determined in the discretion of the applicable person or persons responsible
for enforcing the Code. In determining appropriate sanctions to be imposed for
violations of the Code, the person or persons charged with enforcing the Code
may consider any factors they deem relevant, including, without limitation:

(1) the degree of willfulness' of the violation;

(2) the severity of the violation;

(3) the extent, if any, to which the violator profited or benefited
from the violation;

(4) the adverse effect, if any, of the violation on the involved
Fund;

(5) the market value and liquidity of the class of Securities
involved in the violation;

(6) the prior violations of the Code, if any, by the violator;

(7) the circumstances of discovery of the violation; and

(8) if the violation involved the purchase or sale of Securities in
violation of the Code, (A) the price at which the purchase or sale was
made, and (B) the violator's justification for making the purchase or sale,
including the violator's tax situation, the extent of the appreciation or
depreciation of the Securities involved, and the period the Securities have
been held.

(b) VIOLATIONS OF SECTION III(f). In addition to any sanction imposed
under Section V(a) of the Code, any profits realized on Personal Securities
Transactions effected in violation of Section III(f) of the Code must be
disgorged and contributed to the appropriate Fund. Each Personal Securities
Transaction will be considered individually, and there will be no netting of
profits and losses incurred in the case of multiple Personal Securities
Transactions effected in violation of the Code. In the event of a violation
involving more than one Fund, profits shall be allocated among the affected
Funds in proportion to the relative net asset values of the Funds as of the date
of the violation. Should the violation not involve any of the Funds, profits
shall be paid to a charitable organization chosen in the discretion of the
Disinterested Directors of the Funds.

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<PAGE>

(c) RIGHTS OF ALLEGED VIOLATOR. A person charged with a violation of the
Code shall have the opportunity to appear before the person or persons as may
have authority to impose sanctions pursuant to the Code, at which time such
person shall have the opportunity, orally or in writing, to respond to any and
all charges.

(d) NOTIFICATION TO FUND GENERAL COUNSEL. The applicable Fund's General
Counsel shall be advised promptly of the initiation and outcome of any
enforcement actions hereunder.

(e) NON-EXCLUSIVITY OF SANCTIONS. The imposition of sanctions under this
Section V shall not preclude the imposition of additional sanctions by the
Board(s) of Directors of the Funds and shall not be deemed a waiver of any
rights by any Fund.

VI. GIFTS AND DIRECTORSHIPS

(a) GIFTS. Advisory Persons shall not accept any gift or other thing of
more than DE MINIMIS value from any securities broker, dealer, underwriter or
placement agent that does business with or on behalf of any Fund.

(b) SERVICE AS A DIRECTOR. Advisory Persons may not serve as directors of
publicly traded companies without the prior written authorization of the
Director of Compliance. The Director of Compliance shall not provide such
authorization unless he or she finds that such board service would be consistent
with the interests of the Funds and their shareholders. Should any person
receive such authorization, any investments by the Funds in the securities of
any such publicly traded company while such person is serving as a director will
be required to be approved in advance, in writing, by the Director of
Compliance.

VII. MISCELLANEOUS PROVISIONS

(a) IDENTIFICATION OF ACCESS PERSONS, ADVISORY PERSONS AND PORTFOLIO
MANAGERS. Jundt shall, on behalf of itself, the Funds and USG, identify all
Access Persons who are under a duty to make reports under Article IV and shall
inform such persons of such duty. Jundt shall likewise identify all individuals
who are classified as Advisory Persons and Portfolio Managers hereunder and
inform such persons of such classifications.

(b) MAINTENANCE OF RECORDS. Jundt shall, on behalf of the Funds and USG,
maintain and make available records as required by Rule 17j-1(d).

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<PAGE>

QUARTERLY REPORT OF ACCESS PERSONS
PURSUANT TO SECTION IV(b)
OF THE CODE OF ETHICS FOR
JUNDT ASSOCIATES, INC. AND AFFILIATES

INSTRUCTIONS:

(1) Not later than ten (10) days after the end of each calendar quarter,
each Access Person shall submit this Report, as provided by the Code of Ethics
(the "Code"). The Code should be reviewed before completing the Report; terms
defined in the Code have the same meanings in this Report.

(2) No transactions set forth in Section IV(c) of the Code need be
included in this Report.

(3) If no reportable transactions have occurred during the period, put an
"X" in the following box / /, and you may skip to the signature line.

(4) This Report may contain a statement that it shall not be construed as
an admission by the person making the Report that he has any direct or indirect
Beneficial Ownership in the Security to which the Report relates.

(5) If you must file this Report and transactions have occurred during the
period, set forth the following information with respect to transactions during
the most recently ended calendar quarter in any Security in which you have, or
by reason of such transaction acquired, any direct or indirect beneficial
ownership in the Security:
Broker,
Date and Nature Price Dealer or
Title and of Transaction Transaction Bank Through
Name of Number of (i.e., purchase, was Whom Transfer
Issuer Shares or Units sale or other) Effected Effected
------- --------------- -------------- -------- --------

(If you need additional space, please attach additional pages.)

(7) Questions regarding the completion of this Report may be directed to
James E. Nicholson at (612) 336-3203 or to Matthew L. Thompson at (612)
336-3359.

The answers to the foregoing are true and correct to the best of my
information and belief.

Dated:
---------------------------- --------------------------------------
Signature of Person Filing Report

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<PAGE>

ANNUAL REPORT OF ADVISORY PERSONS
PURSUANT TO SECTIONS IV(a) AND (g)
OF THE CODE OF ETHICS FOR
JUNDT ASSOCIATES, INC. AND AFFILIATES

THE CODE OF ETHICS FOR JUNDT ASSOCIATES, INC. AND AFFILIATES (THE "CODE")
SHOULD BE REVIEWED PRIOR TO COMPLETING THIS REPORT, AND TERMS DEFINED IN THE
CODE HAVE THE SAME MEANINGS IN THIS REPORT. NOT LATER THAN TEN (10) DAYS
FOLLOWING THE END OF EACH CALENDAR YEAR, EACH ADVISORY PERSON SHALL SUBMIT THIS
REPORT TO THE DIRECTOR OF COMPLIANCE.

I, THE UNDERSIGNED, HEREBY REPRESENT AND CERTIFY AS FOLLOWS:

- That I have read and understand the Code and recognize that I am
subject to the Code.

- That I have disclosed or reported all Personal Securities Transactions
required to be disclosed or reported pursuant to the Code.

- That I have complied with all requirements of the Code.

- That:

/ / As of December 31, 199__, I Beneficially Owned no Securities.

/ / Attached to this report is a true, correct and complete listing
of all Securities in which I had any direct or indirect Beneficial
Ownership as of December 31, 199 .

QUESTIONS REGARDING THE COMPLETION OF THIS REPORT MAY BE DIRECTED TO JAMES
E. NICHOLSON AT (612) 336-3203 OR TO MATTHEW L. THOMPSON AT (612) 336-3359.

The answers to the foregoing questions (and any attached listing of
Securities) are true, correct and complete to the best of my information and
belief.

----------------------------------------
Dated: January __, 199__ Signature of Person Filing Report

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<PAGE>

ANNUAL REPORT OF ACCESS PERSONS
(OTHER THAN ADVISORY PERSONS)
PURSUANT TO SECTION IV(g)
OF THE CODE OF ETHICS FOR
JUNDT ASSOCIATES, INC. AND AFFILIATES

THE CODE OF ETHICS FOR JUNDT ASSOCIATES, INC. AND AFFILIATES (THE "CODE")
SHOULD BE REVIEWED PRIOR TO COMPLETING THIS REPORT, AND TERMS DEFINED IN THE
CODE HAVE THE SAME MEANINGS IN THIS REPORT. NOT LATER THAN TEN (10) DAYS
FOLLOWING THE END OF EACH CALENDAR YEAR, EACH ACCESS PERSON (OTHER THAN ADVISORY
PERSONS) SHALL SUBMIT THIS REPORT TO THE DIRECTOR OF COMPLIANCE.

I, THE UNDERSIGNED, HEREBY REPRESENT AND CERTIFY AS FOLLOWS:

- I have read and understand the Code and understand that I am subject
to the Code.

- I have disclosed or reported all Personal Securities Transactions
required to be disclosed or reported pursuant to the Code.

- I have complied with all requirements of the Code.

QUESTIONS REGARDING THE COMPLETION OF THIS REPORT MAY BE DIRECTED TO JAMES
E. NICHOLSON AT (612) 336-3203 OR TO MATTHEW L. THOMPSON AT (612) 336-3359.

The answers to the foregoing questions are true, correct and complete to
the best of my information and belief.

----------------------------------------
Dated: January __, 199__ Signature of Person Filing Report

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