JUNDT FUNDS INC, 485BPOS, 1997-04-22

JUNDT FUNDS INC
485BPOS, 1997-04-22

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 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. 3 /X/

AND/OR

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

AMENDMENT NO. 5 /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)
/X/ on (April 22, 1997) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 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. 3 TO THE
REGISTRATION STATEMENT ON FORM N-1A

EXPLANATORY NOTE

Jundt Funds, Inc. is organized as a series fund and currently is authorized
to issue its shares of Common Stock in two series: Series A, which represent
interests in Jundt U.S. Emerging Growth Fund; and Series B, which represent
interests in Jundt Opportunity Fund. Each of the foregoing funds currently
offers its shares in four classes: Class A, Class B, Class C and Class I. In
each case, Classes A, B and C are the only classes offered for sale to the
general public; Class I shares are offered for sale exclusively to certain
specified investors. Part A of this Registration Statement is comprised of four
prospectuses: Jundt U.S. Emerging Growth Fund, Classes A, B and C; Jundt U.S.
Emerging Growth Fund, Class I; Jundt Opportunity Fund, Classes A, B and C; and
Jundt Opportunity Fund, Class I.

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JUNDT FUNDS, INC.
REGISTRATION STATEMENT ON FORM N-1A
CROSS REFERENCE SHEET FOR ITEMS REQUIRED BY FORM N-1A

ITEM NO. CAPTION IN EACH PROSPECTUS
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1 Cover page

2 Fees and Expenses

3 Financial Highlights

4 The Fund; Investment Objective and Policies; Purchase Information

5 Management of the Fund

5A Not applicable

6 The Fund; Purchase Information; How to Buy Fund Shares; Dividends,
Other Distributions and Taxes; General Information

7 Purchase Information; How to Buy Fund Shares; Determination of Net
Asset Value

8 How to Redeem Fund Shares; Determination of Net Asset Value

9 Not applicable

CAPTION IN EACH STATEMENT OF ADDITIONAL INFORMATION
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10 Cover page

11 Table of Contents

12 Not applicable

13 Investment Objective, Policies and Restrictions

14 Directors and Officers

15 General Information

16 Advisory, Administrative and Distribution Agreements

17 Advisory, Administrative and Distribution Agreements

18 General Information; Financial and Other Information

19 Special Purchase Plans; Monthly Cash Withdrawal Plan; Determination
of Net Asset Value

20 Taxes

21 Advisory, Administrative and Distribution Agreements

22 Calculation of Performance Data

23 Financial and Other Information; Financial Statements

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JUNDT FUNDS, INC.

REGISTRATION STATEMENT ON FORM N-1A

PART A

PROSPECTUSES
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PROSPECTUS OF
JUNDT U.S. EMERGING GROWTH FUND
CLASSES A, B AND C

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JUNDT U.S. EMERGING GROWTH FUND
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
(800) 370-0612

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Jundt U.S. Emerging Growth Fund (the "Fund") is a professionally managed,
diversified 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 two series. The Fund, in turn, currently offers its shares in four
classes (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 to provide long-term capital appreciation
by investing primarily in a diversified portfolio of equity securities of
emerging growth companies that are believed by the Fund's investment adviser,
Jundt Associates, Inc. (the "Investment Adviser"), to have significant potential
for growth in revenue and earnings. Income is not a consideration in the
selection of investments and is not an investment objective of the Fund. 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 April 22, 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 APRIL 22, 1997

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THE FUND

The Fund is a professionally managed, 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 Fund was
incorporated under the laws of the State of Minnesota on October 26, 1995. The
Fund's 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, there can be no
assurance that the Fund will achieve its investment objective, and an investment
in the Fund will fluctuate in value (corresponding to the value of the Fund's
underlying investments).

In normal market conditions, at least half of the Fund's equity investments
will be in securities of companies with annual revenues under $750 million.
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."

Under normal market conditions, the Fund may invest up to 35% of its total
assets in short-term, fixed-income 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 fixed-income securities typically varies inversely with changes in
market interest rates. See "Investment Objective and Policies -- Investment
Policies."

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 the risk of decline
in the value of the applicable foreign currency against the U.S. dollar,
potential political and economic instability in such countries, limited
liquidity and price volatility. See "Investment Objective and Policies --
Investment Policies."

The Fund may engage to a limited extent in certain other investments and
investment techniques, including entering into repurchase agreements, lending
portfolio securities, and purchasing and selling stock index futures contracts,
options on stock indices, stock options and options on stock index futures
contracts. The use of each of these financial techniques involves certain
additional risk and may increase the volatility of an investment in the Fund.
Certain of these investment techniques are referred to generically as
"derivatives" -- a term that has been used to identify a variety of financial
instruments whose values are based upon, or "derived" from, certain underlying
indices, reference rates, securities, commodities or other assets. See
"Investment Objective and Policies -- Repurchase Agreements," " -- Lending of
Portfolio Securities" and " -- Futures and Options Transactions" and Appendix A
to this Prospectus.

PURCHASE INFORMATION

The Fund offers investors the choice among three Classes of shares (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.

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<PAGE>

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 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 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. PRIOR TO
APRIL 22, 1997, CLASS I SHARES WERE REFERRED TO AS CLASS A SHARES, AND THE
CURRENT CLASS A SHARES WERE REFERRED TO AS CLASS D SHARES.

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
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<S> <C> <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).................... 1.00% 1.00% 1.00%
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................... 0.26% 0.28% 0.28%
Other (f)..................................... 0.09% 0.09% 0.09%
-------- ---------- --------
Total Fund Operating Expenses (f)................. 1.80% 2.57% 2.57%
-------- ---------- --------
-------- ---------- --------
</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
------------- ----------- -----------
<S> <C> <C> <C>
One year...................................................... $ 70 $ 66 $ 36
Three years................................................... 106 110 80
Five years.................................................... 145 157 137
Ten years..................................................... 253 272 291
</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................................................................... $ 26 $ 26
Three years................................................................ 80 80
Five years................................................................. 137 137
Ten years.................................................................. 272 291
</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 SHOULD NOT BE CONSIDERED REPRESENTATIONS OF
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

The Investment Adviser has voluntarily agreed to limit annual Fund operating
expenses during the year ending December 31, 1997 to the levels indicated in the
above table. Thereafter, such voluntary expense reimbursements may be
discontinued or modified in the Investment Adviser's sole discretion. Absent
voluntary expense reimbursements during the year ended December 31, 1996, the
Fund's Class A, Class B and Class C shares would have incurred additional
expenses of approximately 1.84%, 1.84% and 1.84%, respectively, and Total Fund
Operating Expenses of approximately 3.64%, 4.41% and 4.41%, respectively.

4
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FINANCIAL HIGHLIGHTS

The information presented in this section has been derived from financial
statements of the Fund that are incorporated by reference in the Statement of
Additional Information and should be read in conjunction with such financial
statements. Such financial statements have been audited by KPMG Peat Marwick
LLP, the Fund's independent auditors, whose report thereon accompanies such
financial statements.

Per share data for a share of capital stock outstanding throughout the
period and selected supplemental and ratio information for the period indicated
are as follows:

<TABLE>
<CAPTION>
PERIOD FROM 1/2/96* TO 12/31/96
---------------------------------------
PER SHARE DATA CLASS A CLASS B CLASS C
- ---------------------------------------- ----------- ----------- -----------
<S> <C> <C> <C>
Net asset value, beginning of period.... $10.00 $10.00 $10.00
----------- ----------- -----------
Operations:
Investment loss -- net................ (0.14) (0.24) (0.24)
Net realized and unrealized gain on
investments......................... 4.47 4.52 4.51
----------- ----------- -----------
Total from operations................... 4.33 4.28 4.27

Distributions to shareholders:
From realized capital gains -- net.... (1.91) (1.91) (1.91)
----------- ----------- -----------
Net asset value, end of period.......... $12.42 $12.37 $12.36
----------- ----------- -----------
----------- ----------- -----------
Total investment return (1)............. 43.40% 42.90% 42.82%
Net assets at end of period (000s
omitted).............................. $1,275 $1,709 $1,766
Ratio of expenses, before reimbursement,
to average net assets................. 3.83%(2) 3.62%(2) 4.32%(2)
Ratio of expenses, net of reimbursement,
to average net assets................. 1.80%(2) 2.55%(2) 2.55%(2)
Ratio of net investment loss to average
net assets............................ (1.36)%(2) (2.15)%(2) (2.13)%(2)
Portfolio turnover rate (excluding
short-term securities)................ 204% 204% 204%
Average commission per share............ $ 0.06 $ 0.06 $ 0.06
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

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* Commencement of investment operations.

(1) Total investment return is based on the change in net asset value of a share
during the period, assumes reinvestment of distributions and excludes the
effects of sales loads. Total investment returns for periods of less than
one full year are not annualized.

(2) Adjusted to an annual basis.

INVESTMENT OBJECTIVE AND POLICIES

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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 to provide long-term capital appreciation
by investing primarily in a diversified portfolio of equity securities of
emerging growth companies that are believed by the Investment Adviser to have
significant potential for growth in revenue and earnings. Income is not a
consideration in the selection of investments and is not an investment objective
of the Fund. Like all mutual funds, attainment of the Fund's investment
objective cannot be assured.

INVESTMENT POLICIES

The Fund invests primarily in equity securities of emerging growth companies
that are believed by the Investment Adviser to have significant potential for
growth in revenues and earnings. In normal market conditions, the Investment
Adviser endeavors to invest substantially all (and no less than 65%) of the
Fund's assets in equity securities (including convertible securities) of
emerging growth companies. The Investment Adviser emphasizes emerging growth
companies, with at least half of the Fund's equity securities consisting of
companies with annual revenues of less than $750 million, and attempts to
maintain equity positions in 30 to 50 of what it believes are the fastest
growing American emerging growth corporations (with some investments in
comparable foreign companies).

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 rates and exchange control regulations, 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.

Pending the investment or reinvestment of proceeds from the issuance of Fund
shares or the sale of Fund portfolio investments, the Fund may invest in
short-term money market securities and bank deposits in domestic branches of
U.S. banks having total assets in excess of $1 billion that are members of the
FDIC. In normal market conditions, short-term money market securities and bank
deposits may comprise up to 35% of the Fund's total assets; however, when the
Investment Adviser believes that economic conditions warrant a defensive
investment posture, the Fund may temporarily invest greater than 35% of its
total assets in such investments. The short-term money market securities in
which the Fund may invest include obligations of the United States Government,
its agencies or instrumentalities ("U.S. Government Securities"); commercial
paper rated A-1 or higher by Standard & Poor's Corporation ("S&P") and/or
Prime-1 or higher by Moody's Investor Services, Inc. ("Moody's"); repurchase
agreements; and certificates of deposit and banker's acceptances

6
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issued by domestic branches of U.S. banks having total assets in excess of $1
billion that are members of the FDIC. Additionally, to the extent permitted by
applicable law, the Fund may invest to a limited extent in money market mutual
funds (which, to the extent of any such investment, would subject the Fund and
its shareholders to duplicate expenses).

The U.S. Government Securities in which the Fund may invest include
securities issued or guaranteed as to payment of principal and interest by the
U.S. Government or its agencies or instrumentalities. The Fund may invest in
direct obligations of the U.S. Treasury, such as U.S. Treasury bills, and in
obligations of U.S. Government agencies or instrumentalities, including, but not
limited to, the Federal National Mortgage Association and the Student Loan
Mortgage Association. Obligations of U.S. Government agencies or
instrumentalities, such as the Federal National Mortgage Association and the
Student Loan Mortgage Association, may be merely backed by the credit of the
agency or instrumentality issuing the obligations and not by the full faith and
credit of the U.S. Treasury.

The Fund intends to purchase and hold securities for long-term capital
appreciation and does not expect to trade for short-term gain. Accordingly, it
is anticipated that the annual portfolio turnover rate normally will not exceed
100%. The portfolio turnover rate is calculated by dividing the lesser of sales
or purchases of portfolio securities by the average monthly value of the Fund's
portfolio securities. For purposes of this calculation, portfolio securities
exclude all options, futures and securities having a maturity when purchased of
one year or less. The turnover rate has a direct effect on the transaction costs
(including brokerage costs) to be borne by the Fund.

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

OTHER INVESTMENT POLICIES

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 junior 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 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 (debt securities rated lower than
Baa by Moody's and/or BBB by S&P or unrated securities that the Investment
Adviser believes bear similar credit characteristics). 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.

7
<PAGE>
repurchase, and the Fund to resell, the instrument at a fixed price, usually not
more than one week after its purchase. Certain costs may be incurred by the Fund
in connection with the sale of the securities if the seller does not repurchase
them in accordance with the repurchase agreement. In addition, if bankruptcy
proceedings are commenced with respect to the seller of the securities,
realization on the securities by the Fund may be delayed or limited. The
Company's Board of Directors has established procedures, which it periodically
reviews, pursuant to which the Investment Adviser will monitor the
creditworthiness of the dealers and banks with which the Fund enters into
repurchase agreements.

LENDING OF PORTFOLIO SECURITIES. To enhance the return on its portfolio,
the Fund may lend securities in its portfolio representing up to 25% of its
total assets, taken at market value, to securities firms and financial
institutions, provided that each loan is secured continuously by collateral in
the form of cash, high quality money market instruments or short-term U.S.
Government Securities adjusted daily to have a market value at least equal to
the current market value of the securities loaned. These loans are terminable at
any time, and the Fund will receive any interest or dividends paid on the loaned
securities. 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 the Fund
will be paid a premium for the loan. The risk in lending portfolio securities,
as with other extensions of credit, consists of possible delay in recovery of
the securities or possible loss of rights in the collateral should the borrower
fail financially. In determining whether the Fund will lend securities, the
Investment Adviser will consider all relevant factors and circumstances. The
Fund will only enter into loan arrangements with broker-dealers, banks or other
institutions which the Investment Adviser has determined are creditworthy under
guidelines established by the Company's Board of Directors.

FUTURES AND OPTIONS TRANSACTIONS. Through the purchase and sale of stock
index futures contracts, options on stock indices, stock options and options on
stock index futures contracts, the Fund at times may seek to hedge against
either a decline in the value of securities owned by it or an increase in the
price of securities which it plans to purchase. The Fund is not a "commodity
pool;" therefore, consistent with the rules and regulations of the Commodity
Futures Trading Commission, 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.

Options purchased and written by the Fund may be exchange traded or may be
options entered into by the Fund in negotiated transactions with investment
dealers and other financial institutions ("OTC Options"), such as commercial
banks or savings and loan associations, deemed creditworthy by the Investment
Adviser. OTC Options are not as liquid as exchange traded options, and it may
not be possible for the Fund to dispose of an OTC Option it has purchased or
terminate its obligations under an OTC Option it has written at a time when the
Investment Adviser believes it would be advantageous to do so.

The use of futures and options involves the risk of imperfect correlation
between movements in futures and options prices and movements in the price of
securities which are the subject of the hedge. Expenses and losses incurred as a
result of the above hedging strategies would reduce the Fund's performance. For
a further discussion of futures and options transactions, including certain
additional risks associated therewith, see APPENDIX A.

8
<PAGE>

ILLIQUID SECURITIES. The Fund may invest up to 15% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment objective.
Such securities may include securities that are not readily marketable, such as
certain securities that are subject to legal or contractual restrictions on
resale, repurchase agreements providing for settlement in more than seven days
after notice, and certain options traded in the over-the-counter market and
securities used to cover such options. As to these securities, the Fund is
subject to the risk of unavailability of a buyer for a favorable price if the
Fund desires to sell these securities. Such lack of liquidity could adversely
affect the value of the Fund's net assets.

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" (as defined in the Investment Company Act) of the Fund's
outstanding voting securities. These restrictions prohibit the Fund, among other
matters, from: (a) investing more than 25% of its total assets in any one
industry (disregarding investments in securities of the U.S. Government, its
agencies and instrumentalities); or (b) borrowing money or issuing senior
securities (as defined in the Investment Company Act), except that the Fund may
borrow in amounts not exceeding 15% of its total assets from banks for temporary
or emergency purposes, including the meeting of redemption requests which might
require the untimely disposition of securities. 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

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.

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

9
<PAGE>
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 March 31, 1997, the Investment Adviser managed approximately $1.6 billion
of assets for the Fund, The Jundt Growth Fund, Inc., Jundt Opportunity Fund and
12 additional institutional clients.

Under the Investment Advisory Agreement, the Fund pays the Investment
Adviser a monthly fee equal on an annual basis to 1.00% 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

10
<PAGE>
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. in
Minneapolis, Minnesota (now known as American Express Financial Advisers, Inc.)
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 33 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 29 years of
investment experience.

Thomas L. Press was a Senior Vice President of Investment Advisers, Inc. and
Co-Manager of the IAI Emerging Growth Fund from 1992 until July 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 portfolio
manager of The Jundt Growth Fund, Inc. since July 1993. Mr. Press has
approximately 12 years of investment experience. Mr. Press also serves as a
Director, President, Secretary and Treasurer of the Distributor.

Marcus E. Jundt has been a portfolio manager for the Investment Adviser
since June 1992. Mr. Jundt was employed as a research analyst for Victoria
Investors from 1988 to 1992, and from 1987 to 1988 was employed by Cargill
Investor Services, 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 June 1992. Mr. Jundt has approximately 10 years of investment and related
experience.

ADMINISTRATOR

11
<PAGE>

Fund pays the Administrator a monthly fee equal to the greater of: (a) $125,000
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. For the period through December 31, 1997, the
Administrator has agreed to waive the $125,000 minimum per annum fee set forth
in clause (a). 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 between 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.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND CUSTODIAN; SUBACCOUNTING AGENTS

Investors Fiduciary Trust Company (the "Transfer Agent"), 1004 Baltimore,
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 (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.

12
<PAGE>
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. No share certificates will be issued by the Fund.

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.

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.

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.

13
<PAGE>
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 U.S. Emerging Growth Fund" to:

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

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 U.S. Emerging Growth 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.

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."

14
<PAGE>

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 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 initial sales
charge 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

15
<PAGE>
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 sales charge at the time of purchase. Although
Class B shares are sold without an initial sales charge, 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 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

16
<PAGE>

available at the time of conversion. 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 an initial sales
charge 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 annual 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 sales charge at the time of purchase. Although
Class C shares are sold without an initial sales charge, the Distributor pays a
sales commission equal to 1.00% of the amount invested to broker-dealers who
sell Class C shares at the time the shares are sold and an annual fee of 1.00%
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 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
- -- 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.

17
<PAGE>
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 protext 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,

- 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.

18
<PAGE>

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 a 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 an 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. 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. 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 Class A shares of
Jundt Opportunity Fund. Class B shareholders may exchange their shares for Class
B shares of The Jundt Growth Fund, Inc. or Jundt Opportunity Fund, and Class C
shareholders may exchange their shares for Class C shares of The Jundt Growth
Fund, Inc. or Jundt Opportunity Fund.

The minimum amount which may be exchanged is $1,000. The Fund and The Jundt
Growth Fund, Inc. or Jundt Opportunity Fund will execute the exchange on the
basis of the relative net asset values next determined after receipt by the
Fund. If a shareholder exchanges shares of the Fund that are subject to a CDSC
for shares of The Jundt Growth Fund, Inc. or Jundt Opportunity 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 Growth Fund, Inc. or Jundt Opportunity Fund 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.

19
<PAGE>
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.

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

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,

20
<PAGE>
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.

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS

Substantially all of the Fund's net realized gains and net investment
income, if any, will be paid to shareholders annually. Dividends and
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
distributions relate) at net asset value on the ex-dividend date. Dividends and
distributions will be automatically reinvested in additional Fund shares unless
the shareholder has elected in writing to receive dividends and 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 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 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 distributions may
also be subject to state or local taxes, and if the shareholder lives outside
the

21
<PAGE>
United States, the dividends and distributions could also be taxed by the
country in which the shareholder resides.

"BUYING A DIVIDEND"

On the ex-dividend date for a dividend or distribution by the Fund, its
share price is reduced by the amount of the dividend or distribution. If an
investor purchases shares of the Fund on or before the record date ("buying a
dividend"), 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 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/or capital
gains 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 applicable 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 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.

22
<PAGE>

Total return is computed on a per share basis and assumes the reinvestment
of dividends and 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 front-end or
contingent deferred sales charge which, if reflected, would reduce the
performance quoted.

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.,
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.

The following table sets forth the average annual total return and the
cumulative total return for each Class of Fund shares for the periods indicated
and compares such performance to certain indices. PAST PERFORMANCE OF THE FUND
SHOULD NOT BE CONSIDERED PREDICTIVE OF FUTURE FUND PERFORMANCE. IN ADDITION,
PERFORMANCE OF INVESTORS WILL VARY DEPENDING UPON THE TIMING OF THEIR
INVESTMENTS IN THE FUND.

FOR PERIODS ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
AVERAGE ANNUAL CUMULATIVE TOTAL
TOTAL RETURN RETURN SINCE
SINCE INCEPTION INCEPTION
(JANUARY 2, 1996) (JANUARY 2, 1996)
----------------- -----------------
<S> <C> <C>
CLASS A SHARES
Without Sales Charges (1)................................................... 43.40% 43.40%
With Sales Charges.......................................................... 35.88 35.88
CLASS B SHARES
Without Sales Charges (1)................................................... 42.90 42.90
With Sales Charges.......................................................... 38.90 38.90
CLASS C SHARES
Without Sales Charges (1)................................................... 42.82 42.82
With Sales Charges.......................................................... 41.82 41.82
CLASS I SHARES
No Sales Charges Apply...................................................... 44.32 44.32

RUSSELL 2000 INDEX (2)........................................................ 16.49 16.49
LIPPER SMALL COMPANY GROWTH FUND INDEX (3).................................... 14.51 14.51
</TABLE>

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

(1) Applicable to investors who purchased shares at net asset value (without
sales charges).

23
<PAGE>

(2) The Russell 2000 Index is an unmanaged index that measures the performance
of the 2,000 smallest companies represented in the Russell 3000 Index
(comprised of the 3,000 largest U.S. companies based on total market
capitalization). Inception date for index data is December 31, 1995. THE
INDEX REFLECTS THE REINVESTMENT OF INCOME DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS, IF ANY, BUT DOES NOT REFLECT THE DEDUCTION OF SALES CHARGES
AND OTHER EXPENSES THAT ARE BORNE BY MUTUAL FUND INVESTORS. SOURCE: THE
FRANK RUSSELL COMPANY.

(3) The Lipper Small Company Growth Fund Index is the composite performance of
the 30 largest "small company growth" mutual funds. Inception date for index
data is December 31, 1995. Performance is presented net of such funds' fees
and expenses and assumes reinvestment of all dividends and distributions.
HOWEVER, APPLICABLE SALES CHARGES ARE NOT TAKEN INTO CONSIDERATION. SOURCE:
LIPPER ANALYTICAL SERVICES, INC.

PRIVATE ACCOUNT PERFORMANCE. The Investment Adviser manages a significant
amount of assets in emerging growth portfolios (the "Emerging Growth
Portfolios"), consisting of all private, institutional accounts managed by the
Investment Adviser that had investment objectives, policies, strategies and
risks substantially similar to those of the Fund. The following performance data
relating to the Emerging Growth Portfolios has been calculated in accordance
with recommended standards of the Association for Investment Management and
Research (AIMR). The data is presented only through the year ended December 31,
1995; the Fund commenced investment operations on January 2, 1996. THE
INFORMATION PRESENTED BELOW IS NOT INTENDED TO PREDICT OR SUGGEST RETURNS THAT
MIGHT BE EXPERIENCED BY THE FUND OR BY AN INDIVIDUAL INVESTOR IN THE FUND.

All returns presented were calculated on a total return basis and include
all dividends and interest, accrued income and realized and unrealized gains and
losses. All returns reflect the deduction of investment advisory fees and
brokerage and transaction costs paid by the Investment Adviser's private
accounts, without provision for the federal or state income taxes. Custodial
fees, if any, were not included in the calculation.

24
<PAGE>

performance results for the Emerging Growth Portfolios could have been adversely
affected if such accounts had been regulated as investment companies.

<TABLE>
<CAPTION>
EMERGING GROWTH
PORTFOLIO RUSSELL
YEAR(S) ENDED DECEMBER 31, PERFORMANCE 2000 INDEX
- ---------------------------------------------------------------------------------- ----------------- -----------
<S> <C> <C>
1983.............................................................................. 23.7% 29.1%
1984.............................................................................. -8.8 -7.3
1985.............................................................................. 30.3 31.1
1986.............................................................................. 15.7 5.7
1987.............................................................................. 23.2 -8.8
1988.............................................................................. 7.6 24.9
1989.............................................................................. 36.4 16.2
1990.............................................................................. 12.6 -19.5
1991.............................................................................. 77.9 46.1
1992.............................................................................. 2.0 18.4
1993.............................................................................. 8.6 18.9
1994.............................................................................. -4.8 -1.8
1995.............................................................................. 31.1 28.4
1983 through 1995:
- - Average annual total returns................................................... 17.9 12.4
- - Cumulative total returns....................................................... 751.7 358.3
</TABLE>

GENERAL INFORMATION

The Fund is a professionally managed, 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 two Series (Series A, which
represent interests in the Fund, and Series B, which represent interests in
Jundt Opportunity Fund). and The Fund, in turn, currently offers its shares in
four Classes (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 (if held for the applicable time
period) automatically convert into Class A shares, any proposed amendment to the
Class A Rule 12b-1 Distribution Plan that would increase the fees payable
thereunder must be approved by Class A AND Class B shareholders (each voting
separately as a Class).

25
<PAGE>
The Fund's shares are freely transferable, are entitled to dividends 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.

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, 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 ten percent 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.

26
<PAGE>
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.

27
<PAGE>
JUNDT U.S. EMERGING GROWTH FUND GENERAL AUTHORIZATION FORM

I wish to establish or revise my account in the Fund in accordance with these
instructions, the terms and conditions of this form and the current Prospectus
of the Fund, a copy of which I have received.

<TABLE>
<S> <C>
INSTRUCTIONS: 1) Please complete Sections A through J, as applicable. Be sure to sign the
certifications in Section J.
2) Please send this completed form and your check payable to the Fund to:
JUNDT U.S. EMERGING GROWTH FUND, C/O NATIONAL FINANCIAL DATA SERVICES, P.O. BOX
419168, KANSAS CITY, MO 64141-6168
</TABLE>

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

<TABLE>
<S> <C>
A. ACCOUNT
REGISTRATION / / Individual ---------------------------------------------------------------------------------
First Name Middle Last Name Social Security #
1. NAME / / Joint Investor* ----------------------------------------------------------------------------
First Name Middle Last Name Social Security #

*The account will be registered "Joint tenants with rights of survivorship" unless otherwise
specified.

/ / Trust Account -----------------------------------------------------------------------------
Name of Trust Tax Identification #
----------------------------------------------------------------------------------------------
Date of Trust Trustee(s)

/ / Corporation, Partnership or Other Entity ----------------------------------------------------
Type of Entity Tax Identification #
----------------------------------------------------------------------------------------------
Name of Entity
</TABLE>

<TABLE>
<S> <C> <C>
/ / Transfer/Gift to Minors
-------------------------------------------------------------------------------------
Custodian's Name (one name only) Minor's State of Residence
-------------------------------------------------------------------------------------
Minor's Name Minor's Social Security #

/ / Transfer on death to: ----------------------------------------------------------------------
Tax Identification #
</TABLE>

<TABLE>
<S> <C> <C> <C> <C> <C>
2. ADDRESS ( )
------------------------------------------------- ---------------------------------------------------------
Address/Apt.
No. Area Code Business Telephone

( )
------------------------------------------------- ---------------------------------------------------------
City State Zip Code Area Code Home Telephone
</TABLE>

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

<TABLE>
<S> <C>
B. INITIAL The minimum initial investment is $1,000. Class A shares (except for investments of
INVESTMENT $1 million or more) are subject to a front-end sales charge at the time of purchase.
Class B and Class C shares may be subject to a contingent deferred sales charge at
the time of redemption. If a Class is not selected, the purchase will be made in
Class A shares. Orders for Class B shares of $250,000 or more will be treated as
orders for Class A shares. Note: The Fund will not accept third party checks.
</TABLE>

----------------------------------------------------
Class A Shares

----------------------------------------------------
Class B Shares

----------------------------------------------------
Class C Shares

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

<TABLE>
<S> <C>
C. DEALER
INFORMATION ----------------------------------------------------------------------------------------------------
Name of Broker-Dealer Name of Representative Representative's Phone #
----------------------------------------------------------------------------------------------------
Branch Office Address Branch ID # Representative's ID #
</TABLE>

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

<TABLE>
<S> <C>
D. DIVIDEND NOTE: IF NO ELECTION IS MADE, DIVIDENDS AND CAPITAL GAIN WILL AUTOMATICALLY BE REINVESTED.
DISTRIBUTIONS
/ / Reinvested in additional shares or / / receive dividends in cash*
*For "receive in cash", please choose a delivery option:
/ / Deposit directly into my bank account. ATTACHED IS A VOIDED CHECK, PHOTOCOPY OF A CHECK, OR A
SAVINGS DEPOSIT FORM SHOWING THE BANK ACCOUNT WHERE I WOULD LIKE YOU TO DEPOSIT THE DIVIDEND.
/ / Savings / / Checking
/ / Mail check to my address listed in Section A.
</TABLE>

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

<TABLE>
<S> <C>
E. AUTOMATIC / / Please arrange with my bank to invest $ ($100 minimum) per month in the Fund.
INVESTMENT Please charge my bank account on the 5th day (or next business day) of each month. ATTACHED IS A
PLAN VOIDED CHECK, PHOTOCOPY OF A CHECK, OR A SAVINGS DEPOSIT FORM SHOWING THE BANK ACCOUNT ON WHICH THE
INVESTMENT IS GOING TO BE DRAWN.
/ / Savings / / Checking
</TABLE>

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

<TABLE>
<S> <C>
F. LETTER OF / / I elect to take advantage of the Letter of Intention and agree to the escrow provisions herein
INTENTION and certify that I am entitled to reduced rates in accordance with the provisions herein. My initial
(CLASS A investment will be at least 5% of the Letter of Intention amount. I intend to purchase, although
ONLY) I am not obligated to do so, shares of the Fund, The Jundt Growth Fund, Inc. and Jundt
Opportunity Fund within a 13-month period, an aggregate amount of which will be at least:
/ / $25,000 / / $50,000 / / $100,000 / / $1,000,000
/ / This is a new Letter of Intention.
/ / This is a retroactive 90-day Letter, requiring adjustment of prior purchase(s).
</TABLE>

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

<TABLE>
<S> <C> <C>
G. COMBINED / / I elect to take advantage of the Combined Purchase Privilege. Below is a list of accounts of qualifying
PURCHASE individuals, organizations or other persons (see "Special Purchase Plans -- Combined Purchase Privilege" in the
PRIVILEGE Statement of Additional information) with which I wish to combine my purchase for reduced sales charge purposes.
(CLASS A
ONLY)
1. 2.
-------------------------------------------------- --------------------------------------------------
Account Number Fund Name Account Number Fund Name
-------------------------------------------------- --------------------------------------------------
Owner(s) Name Owner(s) Name
-------------------------------------------------- --------------------------------------------------
Relationship Relationship
</TABLE>

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

<TABLE>
<S> <C>
H. TELEPHONE / / I hereby authorize the Fund's transfer agent (the "Transfer Agent") to honor any telephone
REDEMPTION instructions from any of the registered shareholders or the registered representative of the
PRIVILEGE above account for redemptions of at least $1,000 and no more than $25,000. Redemptions greater
than $25,000 must be in writing and signature guaranteed. The Transfer Agent and the Fund will
employ reasonable procedures to confirm that telephone instructions are genuine, including
requiring that payment be made only to the address registered on the account or to the bank
account designated below and requiring certain means of telephone identification. If the
Transfer Agent and the Fund fail to employ such procedures, they may be liable for any losses
suffered as a result of unauthorized or fraudulent instructions. Provided the Transfer Agent and
the Fund employ such procedures, I will indemnify and hold harmless the Transfer Agent, the
Distributor, and the Fund from and against all losses, claims, expenses and liabilities that may
arise out of, or be in any way connected with a redemption of shares under this expedited
redemption procedure. Proceeds will be mailed as registered on the account or wired to the bank
account designated below.
/ / Savings / / Checking
ATTACHED IS A VOIDED CHECK, PHOTOCOPY OF A CHECK, OR A SAVINGS DEPOSIT FORM SHOWING THE BANK ACCOUNT
TO WHICH PROCEEDS OF $1,000 OR MORE MAY BE WIRED IF REQUESTED.
</TABLE>

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

<TABLE>
<S> <C>
I. MONTHLY / / Please send a check for $ on the 20th day (or preceding business day) of each month
WITHDRAWAL (minimum $100). This service is available only for accounts with balances of $10,000. A
contingent deferred sales charge may apply to redemptions of shares. Refer to "How to Redeem
Fund Shares" in the Prospectus.
</TABLE>

2
<PAGE>
________________________________________________________________________________
J. SIGNATURE
AND
CERTIFICATION

Substitute Form W-9 JUNDT U.S. EMERGING GROWTH FUND

<TABLE>
<S> <C> <C>
SIGNATURE CARD AND ----------------------------------------
TAXPAYER IDENTIFICATION NUMBER Account Number (to be completed by the
CERTIFICATION Fund)
</TABLE>

________________________________________________________________________________

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PART I
------------------------------------
Social Security Number
--------------------------------------------------
Name PLEASE PRINT
---------------------------------------------
REQUIRED --> or
---------------------------------------------
Tax Identification Number

---------------------------------------------
NOTE: If the account is in more than one name, give the NOTE: If UGMA/UTMA, provide minor's Social Security or Tax
actual owner of the account or the first name Indentification Number.
listed on the account and their tax identification
number.
Tax Residency: / / U.S. / / Other -----------------
(If you are not a US. tax resident,
please attach Form W-8 to this application.)
</TABLE>

________________________________________________________________________________

<TABLE>
<S> <C>
PART II Are you an organization that meets the Internal Revenue Service ("IRS") definition of an exempt payee
(I.E., corporations, the United States and its agencies, a state, etc., qualify as exempt but
individuals DO NOT qualify as exempt)?
Yes / / No / /
</TABLE>

________________________________________________________________________________
CERTIFICATION: Under penalties of perjury, I certify that:

(1) THE NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER IDENTIFICATION NUMBER;
AND

CERTIFICATION INSTRUCTIONS: You must cross out item (2) above if you have been
notified by IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return.

I hereby certify that I have received a current prospectus, agree to be bound by
its terms, and that I am empowered and duly authorized to execute and carry out
the terms of this General Authorization Form and to purchase and hold the shares
subscribed for thereby, and further certify that this General Authorization Form
has been duly and validly executed on behalf of the person or entity listed
above and constitutes a legal and binding obligation of such person or entity.

I hereby acknowledge that it is my obligation to notify my investment
representative (at the time of investment) about my eligibility for any of the
special purchase plans detailed in the Prospectus. Absent such notification,
none of such plans will automatically be applied to any investment in Fund
shares, and I have waived my eligibility for all applicable plans.

THE IRS DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER
THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.

________________________________________________________________________________
PLEASE
REQUIRED
SIGN HERE
Signature--> Date-->
________________________________________________________________________________

JOINT
Signature--> Date-->
________________________________________
INVESTORS
PLEASE
SIGN HERE
Signature--> Date-->
________________________________________________________________________________
Please be sure to have all joint shareholders sign this card.

________________________________________________________________________________
NOTE: THIS SIGNED PAGE MUST ACCOMPANY THE PREVIOUS PAGE OF GENERAL AUTHORIZATION
FORM

3
<PAGE>

LETTER OF INTENTION AND TERMS OF ESCROW
(CLASS A SHARES ONLY)

If you estimate that during the next 13 months you will make a series of
purchases totaling an amount which qualifies for a reduced sales charge, you may
elect to take advantage of a Letter of Intention. The total investment must
equal at least $25,000 in any class of the Fund, The Jundt Growth Fund, Inc. and
Jundt Oportunity Fund shares. The Letter of Intention does not obligate you to
make purchases totaling a given amount, nor is any Fund making a binding
commitment to sell you the full amount of the shares indicated.

As soon as the Fund is informed that you have chosen to invest with a Letter of
Intention, each purchase in any Fund can receive the appropriate (lower) sales
charge. You or your dealer must inform the applicable fund EACH TIME that a
purchase is made under a Letter of Intention. (Automatic Investment Plans are
not allowed for Letter of Intention purchasers.) Your first purchase must be at
least 5% of the Letter of Intention amount.

For example, if you choose a Letter of Intention at the $100,000 level, you are
telling the Funds that you expect your purchases over the next 13 months to
total at least $100,000. Your first purchase must be at least $5,000. Whenever
you make another purchase and tell the applicable Fund you have a Letter of
Intention for $100,000, you will be able to buy shares at the public offering
price associated with a single purchase of $100,000.

Reduced rates on large transactions are limited to the following: an individual
or a "company" as defined in Section 2(a)(8) of the Investment Company Act of
1940; an individual, his or her spouse and their children under the age of 21
purchasing securities for their own account; a trustee or other fiduciary
purchasing securities 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 Internal Revenue Code);
tax-exempt organizations enumerated in Section 501(c)(3) of the Internal Revenue
Code; and 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. Such rates are not
allowable to a group of individuals whose funds are combined, directly or
indirectly, for the purchase of securities or to the agent, custodian or other
representative of such group.

Out of your initial purchase or purchases, 5% of the dollar amount specified in
the Letter of Intention shall be held in escrow by the Fund in the form of
shares computed at the applicable public offering price. For example, if the
amount of this Letter of Intention is $100,000 and the offering price (at the
time of the initial transaction) is $10 a share, 500 shares ($5,000 worth) would
be held in escrow. All shares purchased, including those escrowed, will be
registered in your name and recorded in the same account, which will be credited
fully with all income dividends and capital gain distributions declared. If the
total purchases equal or exceed the amount specified by you as your expected
aggregate purchases, the escrowed shares will be delivered to you or credited to
your account. If total purchases are less than the amount specified, you will
remit to the Fund(s) an amount equal to the difference between the dollar amount
of sales charges actually paid and the amount of sales charges you would have
paid on your aggregate purchases if the total of such purchases had been made at
a single time. Neither dividends from investment income nor capital gain
distributions taken in shares will apply toward the completion of this Letter of
Intention. The contingent deferred sales charge (and not the front-end sales
charge) will apply to Letters of Intention for $1,000,000 or more. See "How to
Redeem Fund Shares -- Contingent Deferred Sales Charge" in the Prospectus.
However, if total purchases pursuant to such Letter of Intention are less than
$1,000,000 after a period of 13 months from the date of the first credited
investment, you will remit to the Fund(s) an amount equal to the front-end sales
charge that would have applied if the actual aggregate amount invested were
invested at one time, less any contingent deferred sales charge paid on any
investment pursuant to such Letter of Intention redeemed during such period. The
Fund(s) will prepare and mail a statement to you and your dealer or
representative, who shall be responsible for notifying you of the difference due
and for determining from you whether you prefer to pay it in cash or have it
liquidated from the escrowed shares. If a check has not been received by the
Fund(s) within 21 days of notification, it will be assumed that the preferred
method is liquidation. The Fund(s) will redeem a number of escrowed shares
sufficient to realize the difference and release or deliver the remainder.

Each Fund is hereby irrevocably appointed your attorney to surrender for
redemption any or all escrowed shares under the conditions outlined above.

4
<PAGE>
INVESTOR'S CHECKLIST
QUESTIONS: CALL THE FUND AT (800) 370-0612

PURCHASE SHARES

BY MAIL: Send completed application, together with your check payable to the
Fund at:

Jundt U.S. Emerging Growth Fund
c/o National Financial Data Services
P.O. Box 419168
Kansas City, MO 64141-6168

BY WIRE/TELEPHONE: Call your investment dealer/advisor or the Fund at (800)
370-0612. The Fund will assign a new account number to you.
Then instruct your commercial bank to wire transfer "Federal
Funds" via the Federal Reserve System to:

State Street Bank & Trust Company, ABA #011000028
For Credit of: Jundt U.S. Emerging Growth Fund
Account No.: 9905-154-2
Account Number: (assigned by telephone)

SIGNATURES

All shareholders must sign the General Authorization Form exactly as their
names appear on the account form. Be sure all joint tenants sign. Only the
custodian for a minor must sign. Fiduciaries and officers of the corporations or
other organizations should indicate their capacity or title.

NOTE: See "How to Buy Fund Shares" in the Prospectus for order effectiveness and
further information.

5
<PAGE>
JUNDT U.S. EMERGING GROWTH FUND
ELIGIBILITY CERTIFICATION STATEMENT

Name: ___________________________________________________________________

ELIGIBILITY TO PURCHASE CLASS A SHARES AT NET ASSET VALUE

The above-named purchaser is eligible to purchase Class A shares of the Fund
at net asset value because it falls into the following category of investors:

(CHECK ALL BOXES THAT APPLY)

/ / Investment executive or other employee of a broker-dealer
or financial institution that has entered into an agreement with U.S. Growth
Investments, Inc. for the distribution of Fund, an employee of a contractual
service provider to the Fund, shares or a parent or immediate family member of
any such person. Please give details, including name of person and broker-dealer
or financial institution:

_______________________________________________________________________________

/ / Trust company or bank trust department for funds held in
a fiduciary, agency, advisory, custodial or similar capacity.

/ / States and their political subdivisions or
instrumentalities, departments, authorities and agencies thereof.

/ / Registered investment advisers or their investment
advisory clients.

/ / Section 401(a) employee benefit plans.

/ / Section 403(b)(7) custodial accounts.

I hereby certify that the enclosed investment represents a purchase of
Fund shares for myself or a beneficial account. I also certify that, as
described in the Fund's current prospectus, I am eligible to purchase Class A
shares at net asset value, and I will notify the Fund in the event I become no
longer eligible for net asset value purchases.

I understand that any intentional abuse of the net asset value purchase
privilege may result in the application of retroactive sales charges or other
penalties in the discretion of U.S. Growth Investments, Inc.

Signature: ______________________________

Date: _______________________________
<PAGE>
APPENDIX A

GENERAL CHARACTERISTICS AND RISKS OF FUTURES AND OPTIONS

STOCK INDEX FUTURES, OPTIONS ON STOCK INDICES AND OPTIONS ON STOCK INDEX FUTURES
CONTRACTS

The Fund may purchase and sell stock index futures, options on stock indices
and options on stock index futures contracts as a hedge against movements in the
equity markets.

A stock index futures contract is an agreement in which one party agrees to
deliver to the other an amount of cash equal to a specific dollar amount times
the difference between the value of a specific stock index at the close of the
last trading day of the contract and the price at which the agreement is made.
No physical delivery of securities is made.

Options on stock indices are similar to options on specific securities,
described below, except that, rather than the right to take or make delivery of
the specific security at a specific price, an option on a stock index gives the
holder the right to receive, upon exercise of the option, an amount of cash if
the closing level of that stock index is greater than, in the case of a call
option, or less than, in the case of a put option, the exercise price of the
option. This amount of cash is equal to such difference between the closing
price of the index and the exercise price of the option expressed in dollars
times a specified multiple. The writer of the option is obligated, in return for
the premium received, to make delivery of this amount. Unlike options on
specific securities, all settlements of options on stock indices are in cash and
gain or loss depends on general movements in the stocks included in the index
rather than price movements in particular stocks. Currently, options traded
include the S&P 100 Index, the S&P 500 Index, the NYSE Composite Index, the AMEX
Market Value Index, the National Over-the-Counter Index and other standard
broadly based stock market indices. Options are also traded in certain industry
or market segment indices such as the Computer Technology Index.

If the Investment Adviser expects general stock market prices to rise, it
might purchase a stock index futures contract, or a call option on that index,
as a hedge against an increase in prices of particular equity securities it
wants ultimately to buy. If the stock index does rise, the price of the
particular equity securities intended to be purchased may also increase, but
that increase would be offset in part by the increase in the value of the Fund's
futures contract or index option resulting from the increase in the index. If,
on the other hand, the Investment Adviser expects general stock market prices to
decline, it might sell a futures contract, or purchase a put option, on the
index. If that index does decline, the value of some or all of the equity
securities in the Fund's portfolio may also be expected to decline, but that
decrease would be offset in part by the increase in the value of the Fund's
position in such futures contract or put option.

The Fund may purchase and write call and put options on stock index futures
contracts. The Fund may use such options on futures contracts in connection with
its hedging strategies in lieu of purchasing and selling the underlying futures
or purchasing and writing options directly on the underlying securities or stock
indices. For example, the Fund may purchase put options or write call options on
stock index futures, rather than selling futures contracts, in anticipation of a
decline in general stock market prices or purchase call options or write put
options on stock index futures, rather than purchasing such futures, to hedge
against possible increases in the price of equity securities which the Fund
intends to purchase.

A-1
<PAGE>
In connection with transactions in stock index futures, stock index options
and options on stock index futures, the Fund will be required to deposit as
"initial margin" an amount of cash and short-term U.S. Government securities
equal to from 5% to 8% of the contract amount. Thereafter, subsequent payments
(referred to as "variation margin") are made to and from the broker to reflect
changes in the value of the futures contract.

OPTIONS ON SECURITIES

The Fund may write covered put and call options and purchase put and call
options on the securities in which it may invest that are traded on U.S.
securities exchanges. The Fund may also write call options that are not covered
for cross-hedging purposes.

The writer of an option may have no control over when the underlying
securities must be sold, in the case of a call option, or purchased, in the case
of a put option; the writer may be assigned an exercise notice at any time prior
to the termination of the obligation. Whether or not an option expires
unexercised, the writer retains the amount of the premium. This amount, of
course, may, in the case of a covered call option, be offset by a decline in the
market value of the underlying security during the option period. If a call
option is exercised, the writer experiences a profit or loss from the sale of
the underlying security. If a put option is exercised, the writer must fulfill
the obligation to purchase the underlying security at the exercise price which
will usually exceed the then market value of the underlying security.

The writer of an option that wished to terminate its obligation may effect a
"closing purchase transaction." This is accomplished by buying an option of the
same series as the option previously written. The effect of the purchase is that
the writer's position will be canceled by the clearing corporation. However, a
writer may not effect a closing purchase transaction after being notified of the
exercise of an option. Likewise, an investor who is the holder of an option may
liquidate its position by effecting a "closing sale transaction." This is
accomplished by selling an option of the same series as the option previously
purchased. There is no guarantee that either a closing purchase or a closing
sale transaction can be effected.

Effecting a closing transaction in the case of a written call option will
permit the Fund to write another call option on the underlying security with
either a different exercise price or expiration date or both, or in the case of
a written put option will permit the Fund to write another put option to the
extent that the exercise price thereof is secured by deposited cash or
short-term securities. Also, effecting a closing transaction will permit the
cash or proceeds from the concurrent sale of any securities subject to the
option to be used for other Fund investments. If the Fund desires to sell a
particular security from its portfolio on which it has written a call option, it
will effect a closing transaction prior to or concurrent with the sale of the
security.

The Fund will realize a profit from a closing transaction if the price of
the transaction is less than the premium received from writing the option or is
more than the premium paid to purchase the option; the Fund will realize a loss
from a closing transaction if the price of the transaction is more than the
premium received from writing the option or is less than the premium paid to
purchase the option. 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 the repurchase of a call option is likely to be offset in
whole or in part by appreciation of the underlying security owned by the Fund.

A-2
<PAGE>
An option position may be closed out only where there exists a secondary
market for an option of the same series. If a secondary market does not exist,
it might not be possible to effect closing transactions in particular options
with the result that the Fund would have to exercise the options in order to
realize any profit. If the Fund is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or it delivers the underlying security upon
exercise. Reasons for the absence of a liquid secondary market include the
following: (a) there may be insufficient trading interest in certain options;
(b) restrictions may be imposed by a national securities exchange ("Exchange")
on opening transactions or closing transactions or both; (c) trading halts,
suspensions or other restrictions may be imposed with respect to particular
classes or series of options or underlying securities; (d) unusual or unforeseen
circumstances may interrupt normal operations on an Exchange; (e) the facilities
of an Exchange or the Options Clearing Corporation may not at all times be
adequate to handle current trading volume; or (f) one or more Exchanges could,
for economic or other reasons, decide or be compelled at some future date to
discontinue the trading of options (or a particular class or series of options),
in which event the secondary market on that Exchange (or in that class or series
of options) would cease to exist, although outstanding options on that Exchange
that had been issued by the Options Clearing Corporation as a result of trades
on that Exchange would continue to be exercisable in accordance with their
terms.

The Fund may write options in connection with buy-and-write transactions;
that is, the Fund may purchase a security and then write a call option against
that security. The exercise price of the call the Fund determines to write will
depend upon the expected price movement of the underlying security. The exercise
price of a call option may be below ("in-the-money"), equal to ("at-the-money")
or above ("out-of-the-money") the current value of the underlying security at
the time the option is written. Buy-and-write transactions using in-the-money
call options may be used when it is expected that the price of the underlying
security will remain flat or decline moderately during the option period.
Buy-and-write transactions using out-of-the-money call options may be used when
it is expected that the premiums received from writing the call option plus the
appreciation in the market price of the underlying security up to the exercise
price will be greater than the appreciation in the price of the underlying
security alone. If the call options are exercised in such transactions, the
Fund's maximum gain will be the premium received by it for writing the option,
adjusted upwards or downwards by the difference between the Fund's purchase
price of the security and the exercise price. If the options are not exercised
and the price of the underlying security declines, the amount of such decline
will be offset in part, or entirely, by the premium received.

The writing of covered put options is similar in terms of risk/return
characteristics to buy-and-write transactions. If the market price of the
underlying security rises or otherwise is above the exercise price, the put
option will expire worthless and the Fund's gain will be limited to the premium
received. If the market price of the underlying security declines or otherwise
is below the exercise price, the Fund may elect to close the position or take
delivery of the security at the exercise price and the Fund's return will be the
premium received from the put option minus the amount by which the market price
of the security is below the exercise price. Out-of-the-money, at-the-money and
in-the-money put options may be used by the Fund in the same market environments
that call options are used in equivalent buy-and-write transactions.

A-3
<PAGE>
The Fund may purchase put options to hedge against a decline in the value of
its portfolio. By using put options in this way, the Fund will reduce any profit
it might otherwise have realized in the underlying security by the amount of the
premium paid for the put option and by transaction costs.

The Fund may purchase call options to hedge against an increase in the price
of securities that the Fund anticipates purchasing in the future. The premium
paid for the call option plus any transaction costs will reduce the benefit, if
any, realized by the Fund upon exercise of the option, and, unless the price of
the underlying security rises sufficiently, the option may expire worthless to
the Fund.

RISK FACTORS IN FUTURES AND OPTIONS TRANSACTIONS

The effective use of futures and options strategies depends, among other
things, on the Fund's ability to terminate futures and options positions at
times when the Investment Adviser deems it desirable to do so. Although the Fund
will not enter into a futures or option position unless the Investment Adviser
believes that a liquid secondary market exists for such future or option, there
is no assurance that the Fund will be able to effect closing transactions at any
particular time or at an acceptable price.

The use of futures and options involves the risk of imperfect correlation
between movements in futures and options prices and movements in the price of
securities which are the subject of the hedge. Such correlation, particularly
with respect to stock index futures and options on stock indices, is imperfect,
and such risk increases as the composition of the Fund's portfolio diverges from
the composition of the relevant index. The successful use of these strategies
also depends on the ability of the Investment Adviser to correctly forecast
general stock market price movements.

A-4
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

JUNDT U.S. EMERGING GROWTH FUND

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

PROSPECTUS
APRIL 22, 1997

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

TABLE OF CONTENTS

<TABLE>
<S> <C>
The Fund.............................. 2
Risk Factors.......................... 2
Purchase Information.................. 2
Fees and Expenses..................... 3
Financial Highlights.................. 5
Investment Objective and Policies..... 5
Management of the Fund................ 10
How to Buy Fund Shares................ 12
How to Redeem Fund Shares............. 17
Determination of Net Asset Value...... 20
Dividends, Distributions and Taxes.... 21
Performance Information............... 22
General Information................... 25
Appendix A -- General Characteristics
and Risks of Futures and Options..... A-1
</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
1004 Baltimore
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 U.S. EMERGING GROWTH FUND
CLASS I

<PAGE>
JUNDT U.S. EMERGING GROWTH FUND

1550 UTICA AVENUE SOUTH, SUITE 950

MINNEAPOLIS, MINNESOTA 55416

(800) 370-0612

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

Jundt U.S. Emerging Growth Fund (the "Fund") is a professionally managed,
diversified 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 two series. The Fund, in turn, currently offers its shares in four
classes (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 APRIL 22, 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. PRIOR TO APRIL 22, 1997, CLASS I SHARES WERE REFERRED TO
AS CLASS A SHARES, AND THE CURRENT CLASS A SHARES WERE REFERRED TO AS CLASS D
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).................... 1.00%
12b-1 Fees...................................... NONE
Other Expenses:
Administrative Fees........................... .20%
Shareholder Servicing Costs................... .26%
Other (c)..................................... .09%
-------
Total Annual Fund Operating Expenses (c).......... 1.55%
-------
-------
</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....................................................................... $ 16
Three years.................................................................... 49
Five years..................................................................... 84
Ten years...................................................................... 185
</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 SHOULD NOT BE CONSIDERED
REPRESENTATIONS OF FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN.

The Investment Adviser has voluntarily agreed to limit annual Fund operating
expenses to the levels indicated in the above table during the year ending
December 31, 1997. Thereafter, such voluntary expense reimbursements may be
discontinued or modified in the Investment Adviser's sole discretion. Absent
voluntary expense reimbursements during the year ended December 31, 1996, the
Fund's Class I shares would have incurred additional expenses of approximately
1.84% and Total Fund Operating Expenses of approximately 3.39%.

3
<PAGE>

FINANCIAL HIGHLIGHTS

Per share data for a share of capital stock outstanding throughout the
period and selected supplemental and ratio information for the period indicated
are as follows:

<TABLE>
<CAPTION>
PERIOD FROM
1/2/96*
TO 12/31/96
PER SHARE DATA CLASS I
- -------------------------------------------------------------------------- ------------------
<S> <C>
Net asset value, beginning of period...................................... $ 10.00
--------
Operations:
Investment loss -- net.................................................. (0.11)
Net realized and unrealized gain on investments......................... 4.53
--------
Total from operations..................................................... 4.42

Distributions to shareholders:
From realized capital gains -- net...................................... (1.91)
--------
Net asset value, end of period............................................ $ 12.51
--------
--------
Total investment return (1)............................................... 44.32%
Net assets at end of period (000s omitted)................................ $ 9,025
Ratio of expenses, before reimbursement, to average net assets............ 3.44%(2)
Ratio of expenses, net of reimbursement, to average net assets............ 1.55%(2)
Ratio of net investment loss to average net assets........................ (1.09)%(2)
Portfolio turnover rate (excluding short-term securities)................. 204%
Average commission per share.............................................. $ 0.06
--------
--------
</TABLE>

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

* Commencement of investment operations.

(2) Adjusted to an annual basis.

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 a "majority" (as defined in the
Investment Company Act) of the Fund's outstanding shares. 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

4
<PAGE>
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 to provide long-term capital appreciation
by investing primarily in a diversified portfolio of equity securities of
emerging growth companies that are believed by the Investment Adviser to have
significant potential for growth in revenue and earnings. Income is not a
consideration in the selection of investments and is not an investment objective
of the Fund. Like all mutual funds, attainment of the Fund's investment
objective cannot be assured.

INVESTMENT POLICIES

5
<PAGE>
extent in money market mutual funds (which, to the extent of any such
investment, would subject the Fund and its shareholders to duplicate expenses).

OTHER INVESTMENT POLICIES

REPURCHASE AGREEMENTS. Except as limited by the Fund's policy regarding
illiquid securities (see "Illiquid Securities" below), the Fund may invest
without limitation in repurchase agreements with securities dealers and member
banks of the Federal Reserve System. Repurchase agreements involve the purchase
by the Fund of an underlying debt instrument, subject to an obligation of the
seller to repurchase, and the Fund to resell, the instrument at a fixed price,
usually not more than one week after its purchase. Certain costs may be incurred
by the Fund in connection with the sale of the

6
<PAGE>
securities if the seller does not repurchase them in accordance with the
repurchase agreement. In addition, if bankruptcy proceedings are commenced with
respect to the seller of the securities, realization on the securities by the
Fund may be delayed or limited. The Company's Board of Directors has established
procedures, which it periodically reviews, pursuant to which the Investment
Adviser will monitor the creditworthiness of the dealers and banks with which
the Fund enters into repurchase agreements.

ILLIQUID SECURITIES. The Fund may invest up to 15% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the

7
<PAGE>
Fund's investment objective. Such securities may include securities that are not
readily marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, repurchase agreements providing for
settlement in more than seven days after notice, and certain options traded in
the over-the-counter market and securities used to cover such options. As to
these securities, the Fund is subject to the risk of unavailability of a buyer
for a favorable price if the Fund desires to sell these securities. Such lack of
liquidity could adversely affect the value of the Fund's net assets.

INVESTMENT RESTRICTIONS

BROKERAGE AND PORTFOLIO TRANSACTIONS

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.

8
<PAGE>
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

INVESTMENT ADVISER

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.

9
<PAGE>

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) $125,000 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. For the period through
December 31, 1997, the Administrator has agreed to waive the $125,000 minimum
per annum fee set forth in clause (a).

10
<PAGE>

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

TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND CUSTODIAN; SUBACCOUNTING AGENTS

HOW TO BUY FUND SHARES

The Fund offers its shares in four separate Classes (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.

No share certificates will be issued by the Fund.

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.

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

11
<PAGE>
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.

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 U.S. Emerging Growth Fund" to:

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

State Street Bank & Trust Company, ABA #011000028
For credit of: Jundt U.S. Emerging Growth 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.

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.

12
<PAGE>
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.

SIGNATURE GUARANTEES

Certain requests must include a signature guarantee. Signature guarantees
are designed to portect 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,

- 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. 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. The Fund and The Jundt
Growth Fund, Inc. or Jundt Opportunity Fund will execute the exchange on the
basis of the relative net asset values next determined after receipt by the
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 Growth Fund, Inc. or Jundt Opportunity
Fund 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.

13
<PAGE>
EXPEDITED REDEMPTIONS

MONTHLY CASH WITHDRAWAL PLAN

DETERMINATION OF NET ASSET VALUE

14
<PAGE>
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.

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS

TAXES

15
<PAGE>
"BUYING A DIVIDEND"

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/or capital
gains 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.

16
<PAGE>
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.,
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.

<TABLE>
<CAPTION>
FOR PERIODS ENDED DECEMBER 31, 1996

AVERAGE ANNUAL CUMULATIVE TOTAL
TOTAL RETURN RETURN SINCE
SINCE INCEPTION INCEPTION
(JANUARY 2, 1996) (JANUARY 2, 1996)
----------------- -----------------
<S> <C> <C>
CLASS A SHARES
Without Sales Charges (1)................................................... 43.40% 43.40%
With Sales Charges.......................................................... 35.88 35.88
CLASS B SHARES
Without Sales Charges (1)................................................... 42.90 42.90
With Sales Charges.......................................................... 38.90 38.90
CLASS C SHARES
Without Sales Charges (1)................................................... 42.82 42.82
With Sales Charges.......................................................... 41.82 41.82
CLASS I SHARES
No Sales Charges Apply...................................................... 44.32 44.32

RUSSELL 2000 INDEX (2)........................................................ 16.49 16.49
LIPPER SMALL COMPANY GROWTH FUND INDEX (3).................................... 14.51 14.51
</TABLE>

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

(1) Applicable to investors who purchased shares at net asset value (without
sales charges).

(3) The Lipper Small Company Growth Fund Index is the composite performance of
the 30 largest "small company growth" mutual funds. Inception date for index
data is December 31, 1995. Performance is presented net of such funds' fees
and and expenses and assumes reinvestment of all dividends and
distributions. HOWEVER, APPLICABLE SALES CHARGES ARE NOT TAKEN INTO
CONSIDERATION. SOURCE: LIPPER ANALYTICAL SERVICES, INC.

17
<PAGE>

PRIVATE ACCOUNT PERFORMANCE. The Investment Adviser manages a significant
amount of assets in emerging growth portfolios (the "Emerging Growth
Portfolios"), consisting all private, institutional accounts managed by the
Investment Adviser that had investment objectives, policies, strategies and
risks substantially similar to those of the Fund. The following performance data
relating to the Emerging Growth Portfolios has been calculated in accordance
with recommended standards of the Association for Investment Management and
Research (AIMR). The data is presented only through the year ended December 31,
1995; the Fund commenced investment operations on January 2, 1996. THE
INFORMATION PRESENTED BELOW IS NOT INTENDED TO PREDICT OR SUGGEST RETURNS THAT
MIGHT BE EXPERIENCED BY THE FUND OR BY AN INDIVIDUAL INVESTOR IN THE FUND.

The Emerging Growth Portfolios were not subject to the same types of
expenses to which the Fund is subject nor to the diversification requirements,
specific tax restrictions and investment limitations imposed on the Fund by the
Investment Company Act or the Internal Revenue Code. The performance results for
the Emerging Growth Portfolios could have been adversely affected if such
accounts had been regulated as investment companies.

<TABLE>
<CAPTION>
EMERGING GROWTH
PORTFOLIO RUSSELL
YEAR(S) ENDED DECEMBER 31, PERFORMANCE 2000 INDEX
- ---------------------------------------------------------- ---------------- -----------
<S> <C> <C>
1983................................................... 23.7% 29.1%
1984................................................... -8.8 -7.3
1985................................................... 30.3 31.1
1986................................................... 15.7 5.7
1987................................................... 23.2 -8.8
1988................................................... 7.6 24.9
1989................................................... 36.4 16.2
1990................................................... 12.6 -19.5
1991................................................... 77.9 46.1
1992................................................... 2.0 18.4
1993................................................... 8.6 18.9
1994................................................... -4.8 -1.8
1995................................................... 31.1 28.4
1983 through 1995:
- Average annual total returns........................ 17.9 12.4
- Cumulative total returns............................ 751.7 358.3
</TABLE>

GENERAL INFORMATION

18
<PAGE>
registration does not involve supervision of management or investment policy by
an agency of the federal government.

The Company currently offers its shares in two Series (Series A, which
represent interests in the Fund, and Series B, which represents interests in
Jundt Opportunity Fund). The Fund, in turn, currently offers its shares in four
Classes (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 Fund's shares are freely transferable, are entitled to dividends 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.

19
<PAGE>
requested in writing to do so by the record holders of not less than ten percent
of the Company's outstanding shares

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.

20
<PAGE>
APPENDIX A

GENERAL CHARACTERISTICS AND RISKS OF FUTURES AND OPTIONS

STOCK INDEX FUTURES, OPTIONS ON STOCK INDICES AND OPTIONS ON STOCK INDEX FUTURES
CONTRACTS

The Fund may purchase and sell stock index futures, options on stock indices
and options on stock index futures contracts as a hedge against movements in the
equity markets.

OPTIONS ON SECURITIES

RISK FACTORS IN FUTURES AND OPTIONS TRANSACTIONS

The use of futures and options involves the risk of imperfect correlation
between movements in futures and options prices and movements in the price of
securities which are the subject of the hedge. Such correlation, particularly
with respect to stock index futures and options on stock indices, is imperfect,
and such risk increases as the composition of the Fund's portfolio diverges from
the composition of the relevant index. The successful use of these strategies
also depends on the ability of the Investment Adviser to correctly forecast
general stock market price movements.

A-4
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

JUNDT U.S. EMERGING GROWTH FUND

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

PROSPECTUS
APRIL 22, 1997

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

TABLE OF CONTENTS

<TABLE>
<S> <C>
The Fund.............................. 2
Risk Factors.......................... 2
Purchase Information.................. 2
Fees and Expenses..................... 3
Financial Highlights.................. 4
Investment Objective and Policies..... 4
Management of the Fund................ 9
How to Buy Fund Shares................ 11
How to Redeem Fund Shares............. 12
Determination of Net Asset Value...... 14
Dividends, Distributions and Taxes.... 15
Performance Information............... 16
General Information................... 18
Appendix A -- General Characteristics
and Risks of Futures and Options..... A-1
</TABLE>