TANAKA FUNDS INC
497, 2000-02-23
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                               TANAKA GROWTH FUND

                                    R SHARES

                                   PROSPECTUS

                                JANUARY 31, 2000

INVESTMENT OBJECTIVE:
Growth of capital

230 Park Avenue, Suite 960
New York, New York  10169
877-4-TANAKA

THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES  OR  DETERMINED  IF THIS  PROSPECTUS  IS  TRUTHFUL OR  COMPLETE.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

10262 02/17/2000



<PAGE>


TABLE OF CONTENTS

                                                                            PAGE

ABOUT THE FUND.................................................................1

FEES AND EXPENSES OF INVESTING IN THE FUND.....................................3

HOW TO BUY SHARES..............................................................4

HOW TO REDEEM SHARES...........................................................6

DETERMINATION OF NET ASSET VALUE...............................................7

DIVIDENDS, DISTRIBUTIONS AND TAXES.............................................8

MANAGEMENT OF THE FUND.........................................................8

FINANCIAL HIGHLIGHTS...........................................................9

FOR MORE INFORMATION..................................................BACK COVER




<PAGE>


ABOUT THE FUND

INVESTMENT OBJECTIVE

      The investment objective of the TANAKA Growth Fund is growth of capital.

PRINCIPAL STRATEGIES

         The Fund invests primarily in common stocks and other equity securities
of  small,  medium  and large  capitalization  companies.  The Fund will  invest
primarily  in domestic  securities,  but it may also invest up to 45% of its net
assets,  measured at the time of investment,  in foreign  securities,  including
multinational  and emerging  market  securities.  The Fund is a  non-diversified
fund,  which means that the Fund may take larger  positions in a small number of
companies than a diversified fund.

         The Fund's  investments in equity  securities will generally consist of
 issues which the Fund's advisor  believes have capital growth  potential due to
 factors such as:

o    rapid growth in demand in existing markets;
o    expansion into new markets;
o    new product introductions;
o    reduced competitive pressures;
o    cost reduction programs;
o    changes in management; and
o    other fundamental changes which may result in improved earnings growth or
     increased asset values.

         The Fund's advisor relies on research, management meetings and industry
contacts to identify:

o    companies with above-average long-term earnings growth potential that could
     exceed market expectations;
o    industries that are positioned to participate in strong demographic,
     societal or economic trends; and
o    companies within those industries that have a particular competitive
     advantage or niche.

         The Fund may sell a security when:
o    the fundamentals of the company decline;
o    the security reaches a target price or price-to-earnings ratio; or
o    the Fund's advisor determines to reallocate assets to a security with
     superior capital growth potential.

         While it is anticipated  that the Fund will  diversify its  investments
 across  a  range  of  industry  sectors,  certain  sectors  are  likely  to  be
 overweighted  compared  to others  because  the Fund's  advisor  seeks the best
 investment  opportunities  regardless of sector. The Fund may, for example,  be
 overweighted   at   times   in   the    telecommunications,    technology   and
 pharmaceutical/health  care  sectors.  The  sectors  in  which  the Fund may be
 overweighted will vary at different points in the economic cycle.

PRINCIPAL RISKS OF INVESTING IN THE FUND

MANAGEMENT RISK. The advisor's growth-oriented approach may fail to produce the
intended results.

SMALLER  COMPANY RISK. To the extent the Fund invests in smaller  capitalization
companies,  the Fund will be subject to additional risks.  These include:

o    The earnings and prospects of smaller companies are more volatile than
     larger companies.
o    Smaller companies may experience higher failure rates than do larger
     companies.
o    The trading volume of securities of smaller companies is normally less than
     that of larger companies and, therefore, may disproportionately affect
     their market price, tending to make them fall more in response to selling
     pressure than is the case with larger companies.
o    Smaller companies may have limited markets, product lines or financial
     resources and may lack management experience.

COMPANY RISK. The value of the Fund may decrease in response to the activities
and financial prospects of an individual company in the Fund's portfolio. The
value of an individual company can be more volatile than the market as a whole.

MARKET RISK. Overall stock market risks may also affect the value of the Fund.
Factors such as domestic economic growth and market conditions, interest rate
levels, and political events affect the securities markets and could cause the
Fund's share price to fall.

FOREIGN RISK. To the extent the Fund invests in foreign  securities,  the
Fund could be subject to greater risks because the Fund's performance may depend
on issues other than the performance of a particular company. Changes in foreign
economies  and  political  climates  are more  likely to affect  the Fund than a
mutual fund that invests  exclusively  in U.S.  companies.  The value of foreign
securities is also affected by the value of the local  currency  relative to the
U.S. dollar.  There may also be less government  supervision of foreign markets,
resulting  in  non-uniform  accounting  practices  and less  publicly  available
information.

     Investment  in  securities  of  issuers  based in  underdeveloped  emerging
markets  entails all of the risks of investing in securities of foreign  issuers
outlined in this section to a heightened degree. These heightened risks include:
(i) greater risks of expropriation,  confiscatory taxation, nationalization, and
less  social,  political  and economic  stability;  (ii) the smaller size of the
market for such securities and a low or nonexistent volume of trading, resulting
in lack of liquidity and in price  volatility;  (iii) certain national  policies
which may restrict a Fund's  investment  opportunities;  and (iv) in the case of
Eastern Europe and in China and other Asian countries,  the absence of developed
capital markets and legal structures governing private or foreign investment and
private  property  and  the  possibility  that  recent  favorable  economic  and
political developments could be slowed or reversed by unanticipated events.

     In addition to brokerage  commissions,  custodial  services and other costs
relating to investment in emerging  markets are generally more expensive than in
the United States. Such markets have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions.

NON-DIVERSIFICATION RISK. As a non-diversified fund, the Fund's portfolio may at
times  focus  on  a  limited   number  of  companies  and  will  be  subject  to
substantially   more  investment  risk  and  potential  for  volatility  than  a
diversified  fund.  SECTOR RISK. If the Fund's  portfolio is  overweighted  in a
certain industry  sector,  any negative  development  affecting that sector will
have a greater impact on the Fund than a fund that is not  overweighted  in that
sector.   For  example,   to  the  extent  the  Fund  is   overweighted  in  the
telecommunications  sector,  the technology sector or the  pharmaceutical/health
care  sector,  it will be  affected by  developments  affecting  the  applicable
sector.  All three sectors are subject to changing  government  regulations that
may limit profits and restrict services offered. Companies in these sectors also
may be significantly affected by intense competition,  and their products may be
subject to rapid obsolescence.

VOLATILITY RISK. Common stocks tend to be more volatile than other investment
choices. The value of an individual company can be more volatile than the market
as a whole. This volatility affects the value of the Fund's shares.

ADDITIONAL RISKS.
o    An investment in the Fund is not a deposit of any bank and is not insured
     or guaranteed by the Federal Deposit Insurance Corporation or any other
     government agency.
o    The Fund is not a complete investment program. As with any mutual fund
     investment, the Fund's returns will vary and you could lose money.

IS THE FUND RIGHT FOR YOU?

The Fund may be suitable for:

o    Long-term investors seeking a fund with a growth investment strategy; o
     Investors who can tolerate the greater risks associated with common stock
     investments;
o    Investors willing to accept the greater market price fluctuations of
     smaller companies;
o    Investors who can tolerate the increased risks of foreign and emerging
     market securities; or
o    Investors who can tolerate the increased risks and price fluctuations
     associated with a non-diversified fund.

GENERAL

      The investment  objective of the Fund may be changed  without  shareholder
approval.

      From time to time, the Fund may take temporary  defensive  positions which
are inconsistent with the Fund's principal investment strategies,  in attempting
to respond to adverse market,  economic,  political,  or other  conditions.  For
example,  the Fund  may hold all or a  portion  of its  assets  in money  market
instruments or repurchase  agreements.  If the Fund invests in shares of a money
market  fund,  the  shareholders  of the  Fund  generally  will  be  subject  to
duplicative  management  fees.  As a  result  of  engaging  in  these  temporary
measures,  the Fund may not achieve its investment objective.  The Fund may also
invest  in  such  instruments  at any  time to  maintain  liquidity  or  pending
selection of investments in accordance with its policies.

HOW THE FUND HAS PERFORMED

         The bar  chart and  table  below  show the  variability  of the  Fund's
returns,  which is one indicator of the risks of investing in the Fund.  The bar
chart shows the Fund's performance for 1999, and the best and worst quarters for
that year follow the bar chart.  The table shows how the Fund's  average  annual
total  returns  compare over time to those of a  broad-based  securities  market
index.  As with all mutual  funds,  past results are not an indication of future
performance.

                                1999      57.9%



      During the period shown,  the highest  return for a quarter was 51.1% (Q4,
1999); and the lowest return was -1.7% (Q1, 1999).

AVERAGE ANNUAL TOTAL RETURNS (through December 31, 1999):

                            One Year Since Inception1

The Fund 57.9%                              59.9%
S&P 500 Index                               21.1%                      20.7%
Russell 2000 Index                          21.3%                      24.2%

      1December 30, 1998

                   FEES AND EXPENSES OF INVESTING IN THE FUND

The tables  describe the fees and expenses  that you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES (fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases ...........................NONE
Maximum Deferred Sales Charge (Load)........................................NONE
Redemption Fee..............................................................NONE
Exchange Fee................................................................NONE

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)
Management Fees............................................................1.00%
Distribution (12b-1) Fees (A)..............................................0.25%
Other Expenses (B) .......................................................12.64%
Total Annual Fund Operating Expenses (B) .................................13.89%
Expense Reimbursement (B) (C).............................................12.14%
Net Expenses (After Expense Reimbursement) ................................1.75%

(A)  Long-term  shareholders  may pay more than the economic  equivalent  of the
     maximum   front-end  sales  charge  permitted  by  rules  of  the  National
     Association of Securities Dealers, Inc.

(B) These percentage amounts reflect an average Fund size of $668,868.

(C)  The Fund's advisor has contractually  agreed to limit the total expenses of
     the Fund (excluding interest, taxes, brokerage, and extraordinary expenses)
     to an  annual  rate  of  1.75%  of the  average  net  assets  of  the  Fund
     attributable to the Class R shares until April 1, 2001.

Example:

         The example below is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual  funds.  The example uses
the same  assumptions  as other  mutual  fund  prospectuses:  a $10,000  initial
investment  for the  time  periods  indicated,  reinvestment  of  dividends  and
distributions,  5% annual total return, constant operating expenses, and sale of
all shares at the end of each time period.  Although your actual expenses may be
different, based on these assumptions your costs1 will be:

             1 YEAR           3 YEARS           5 YEARS           10 YEARS
             ------           --------          -------           --------
              $179             $2,982            $5,291            $9,437

1 Your actual expenses may be different  because expenses are a function of Fund
size.  These costs  assume an average Fund size of $668,868 for each of the next
ten years.

                                HOW TO BUY SHARES

         The  purchase  of Class R shares  is only  available  to the  following
persons:

o    Current shareholders in Class R, or the spouse, siblings, children,
     grandchildren, parents, or grandparents of any such person or any such
     person's spouse (collectively "relatives");

o    Investment advisory clients of the Fund's advisor and their relatives;

o    Officers and trustees of the Fund, officers, directors and employees of the
     Fund's advisor and their relatives, or any trust or individual retirement
     account or self-employed retirement plan for the benefit of any such person
     or relative;

o    Shares  purchased on behalf of wrap fee client  accounts by  broker-dealers
     that have sales agreements with the distributor of the Fund;

o    Registered  representatives  employed  by  broker-dealers  that have  sales
     agreements with the distributor of the Fund, and their spouses and children
     (or any trust or individual retirement account or self-employed  retirement
     plan for the benefit of any such person); and

o    Shares  purchased  on behalf of clients of financial  planners,  registered
     investment   advisors,   bank  trust   departments   and  other   financial
     intermediaries with service agreements with the distributor of the Fund.

         The  minimum  initial  investment  in the Fund is  $1,000  and  minimum
subsequent  investments  are $500.  The Fund may waive the minimum under certain
circumstances.

INITIAL PURCHASE

         BY MAIL - To be in proper  form,  your  initial  purchase  request must
include: o a completed and signed investment application form (which accompanies
this Prospectus); and o a check (subject to the minimum amounts) made payable to
the Fund.

Mail the application and check to:

U.S. Mail:                                  Overnight:
        TANAKA Funds, Inc                       TANAKA Funds, Inc.
        c/o Unified Fund Services, Inc.         c/o Unified Fund Services, Inc.
        P.O. Box 6110                           431 North Pennsylvania Street
        Indianapolis, Indiana  46206-6110       Indianapolis, Indiana  46204

         BY WIRE - You may also  purchase  shares of the Fund by wiring  federal
funds  from your bank,  which may charge you a fee for doing so. To wire  money,
you  must  call  Unified  Fund  Services,  Inc.  the  Fund's  transfer  agent at
877-4-TANAKA to set up your account and obtain an account number.  You should be
prepared  at that time to provide  the  information  on the  application.  Then,
provide  your bank with the  following  information  for purposes of wiring your
investment:


<PAGE>


         Firstar Bank, N.A.
         ABA #0420-0001-3
         Attn: TANAKA Funds, Inc.:  TANAKA Growth Fund
         Account Name _________________(write in shareholder name)
         For the Account # ______________(write in shareholder account number)
         D.D.A.#488922451

         You must also mail a signed application to Unified Fund Services, Inc.,
the  Fund's  transfer  agent,  at the above  address in order to  complete  your
initial wire  purchase.  Wire orders will be accepted only on a day on which the
Fund,  custodian and transfer agent are open for business.  A wire purchase will
not be  considered  made until the wired money is received  and the  purchase is
accepted  by the Fund.  Any delays  which may occur in wiring  money,  including
delays which may occur in processing by the banks, are not the responsibility of
the Fund or the  transfer  agent.  There is  presently no fee for the receipt of
wired funds.

THROUGH  FINANCIAL  INSTITUTIONS- You may purchase and redeem shares of the Fund
through  brokers and other financial  institutions  that have entered into sales
agreements  with  AmeriPrime.  These  institutions  may  charge a fee for  their
services and are responsible for promptly transmitting purchase,  redemption and
other requests to the Fund. The Fund is not  responsible  for the failure of any
institution to promptly forward these requests.

         If  you  purchase   shares   through  a   broker-dealer   or  financial
institution,  your purchase will be subject to its procedures, which may include
charges,  limitations,  investment  minimums,  cutoff times and  restrictions in
addition to, or different from,  those  applicable to shareholders who invest in
the  Fund  directly.   You  should  acquaint  yourself  with  the  institution's
procedures  and read this  Prospectus  in  conjunction  with any  materials  and
information  provided by the  institution.  If you purchase  Fund shares in this
manner,  you may or may not be the  shareholder  of record and,  subject to your
institution's and the Fund's  procedures,  may have Fund shares transferred into
your name. There is typically a one to five day settlement  period for purchases
and redemptions through broker-dealers.

ADDITIONAL INVESTMENTS

         You may purchase  additional shares of the Fund at any time (subject to
minimum investment  requirements) by mail, wire, or automatic  investment.  Each
additional mail purchase request must contain:

      -your name                   -the name of your account(s)
      -your account number(s)      -a check made payable to TANAKA Funds, Inc.

Checks  should be sent to the TANAKA Funds,  Inc.,  c/o Unified Fund Services at
the address listed above. A bank wire should be sent as outlined above.

DESCRIPTION OF CLASSES

         The Fund  currently  is  authorized  to offer three  classes of shares:
Class A, Class B and Class R shares. Each Class is subject to different expenses
and a different sales charge structure.

         When purchasing shares,  please specify that you are purchasing Class R
shares. The differing expenses applicable to the different Classes of the Fund's
shares may affect the  performance of those Classes.  Broker/dealers  and others
entitled  to receive  compensation  for  selling or  servicing  Fund  shares may
receive more with respect to one Class than another.

DISTRIBUTION PLAN

         The Fund has adopted a plan under Rule 12b-1 that allows Class R of the
Fund to pay  distribution  fees for the sale and  distribution of its shares and
allows the Class to pay for services  provided to  shareholders.  Class R shares
pay  annual  12b-1  expenses  of 0.25%.  Because  these fees are paid out of the
Fund's assets on an on-going basis,  over time these fees will increase the cost
of your  investment  and may cost  you more  than  paying  other  types of sales
charges.

AUTOMATIC INVESTMENT PLAN

         You  may  make  regular  investments  in the  Fund  with  an  Automatic
Investment   Plan  by  completing  the   appropriate   section  of  the  account
application, obtainable from the transfer agent. Investments may be made monthly
or quarterly. You may terminate the automatic investment or change the amount of
your monthly purchase at any time by written notification to the Transfer Agent.

TAX SHELTERED RETIREMENT PLANS

         Since the Fund is oriented to longer-term investments,  the Fund may be
an appropriate investment medium for tax-sheltered  retirement plans, including:
individual retirement plans (IRAs);  simplified employee pensions (SEPs); 401(k)
plans; qualified corporate pension and profit-sharing plans (for employees); tax
deferred  investment  plans (for  employees of public school systems and certain
types of charitable  organizations);  and other qualified  retirement plans. You
should contact the Fund's transfer agent for the procedure to open an IRA or SEP
plan, as well as more  specific  information  regarding  these  retirement  plan
options.  Please consult with an attorney or tax advisor  regarding these plans.
You must pay custodial  fees for your IRA by redemption of sufficient  shares of
the Fund from the IRA unless  you pay the fees  directly  to the IRA  custodian.
Call the Fund's transfer agent about the IRA custodial fees.

OTHER PURCHASE INFORMATION

         The Fund may limit the  amount of  purchases  and refuse to sell to any
person.  If your check or wire does not clear,  you will be responsible  for any
loss incurred by the Fund. If you are already a shareholder, the Fund can redeem
shares from any identically  registered account in the Fund as reimbursement for
any loss  incurred.  You may be  prohibited  or  restricted  from making  future
purchases in the Fund.

                              HOW TO REDEEM SHARES

         You may receive redemption  payments by check or federal wire transfer.
The  proceeds  may be more or less  than  the  purchase  price  of your  shares,
depending  on the  market  value of the  Fund's  securities  at the time of your
redemption. Presently there is no charge for wire redemptions; however, the Fund
may charge for this service in the future. Any charges for wire redemptions will
be deducted from your Fund account by  redemption of shares.  If you redeem your
shares through a broker/dealer or other institution, you may be charged a fee by
that institution.

     BY MAIL - You may redeem any part of your account in the Fund at no charge
by mail. Your request should be addressed to:

                        TANAKA Funds, Inc.
                        c/o Unified Fund Services, Inc.
                        P.O. Box 6110
                        Indianapolis, Indiana  46206-6110

         Requests  to sell  shares  are  processed  at the net asset  value next
calculated  after we receive  your order in proper  form.  To be in proper form,
your request for a redemption must include your letter of instruction, including
the Fund name,  account number,  account  name(s),  the address,  and the dollar
amount or number of shares you wish to redeem.  This  request  must be signed by
all registered  share owner(s) in the exact name(s) and any special  capacity in
which they are registered. The Fund may require that signatures be guaranteed by
a bank or member firm of a national securities  exchange.  Signature  guarantees
are for the  protection of  shareholders.  At the  discretion of the Fund or the
Fund's  transfer agent, a shareholder,  prior to redemption,  may be required to
furnish additional legal documents to insure proper authorization.

         BY  TELEPHONE - You may redeem any part of your  account in the Fund by
calling the Fund's transfer agent at  877-4-TANAKA.  You must first complete the
Optional Telephone Redemption and Exchange section of the investment application
to institute this option. The Fund, the transfer agent and the custodian are not
liable  for  following  redemption  or  exchange  instructions  communicated  by
telephone that they reasonably  believe to be genuine.  However,  if they do not
employ reasonable procedures to confirm that telephone instructions are genuine,
they  may  be  liable  for  any  losses  due  to   unauthorized   or  fraudulent
instructions.  Procedures employed may include recording telephone  instructions
and requiring a form of personal identification from the caller.

         The Fund or the transfer  agent may terminate the telephone  redemption
procedures  at any time.  During  periods  of  extreme  market  activity,  it is
possible that  shareholders  may encounter some  difficulty in  telephoning  the
Fund,  although  neither the Fund nor the  transfer  agent has ever  experienced
difficulties  in  receiving  and in a timely  fashion  responding  to  telephone
requests for  redemptions  or exchanges.  If you are unable to reach the Fund by
telephone, you may request a redemption or exchange by mail.

         BY WIRE- If you have elected wire redemption privileges, the Fund will,
upon request,  transmit the proceeds of any  redemption  greater than $10,000 by
Federal  Funds wire to a bank account  designated  on your Account  Application.
Presently there is no charge for wire  redemptions;  however,  the Fund reserves
the right to charge for this service.  Any charge for wire  redemptions  will be
deducted from your Fund account by redemption of shares.  If you wish to request
bank wire  redemptions by telephone,  you must also elect  telephone  redemption
privileges.

         ADDITIONAL INFORMATION - If you are not certain of the requirements for
a redemption please call the Fund's transfer agent at 877-4-TANAKA.  Redemptions
specifying  a  certain  date or  share  price  cannot  be  accepted  and will be
returned.  You will be mailed the  proceeds on or before the fifth  business day
following the  redemption.  However,  payment for redemption made against shares
purchased by check will be made only after the check has been  collected,  which
normally may take up to fifteen  calendar  days.  Also,  when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other than its
customary weekend or holiday closing,  or under any emergency  circumstances (as
determined  by the  Securities  and  Exchange  Commission)  the Fund may suspend
redemptions or postpone payment dates.

         Because the Fund incurs certain fixed costs in maintaining  shareholder
accounts,  the Fund may  require you to redeem all of your shares in the Fund on
60 days'  written  notice if the  value of your  shares in the Fund is less than
$1,000 due to redemption, or such other minimum amount as the Fund may determine
from time to time. An  involuntary  redemption  constitutes  a sale.  You should
consult  your  tax  advisor  concerning  the  tax  consequences  of  involuntary
redemptions.  You may  increase  the  value  of your  shares  in the Fund to the
minimum amount within the 60-day  period.  Your shares are subject to redemption
at any time if the Board of  Trustees  determines  in its sole  discretion  that
failure to so redeem may have materially  adverse  consequences to all or any of
the shareholders of the Fund.

                        DETERMINATION OF NET ASSET VALUE

         The price  you pay for your  shares  is based on the  Fund's  net asset
value per share (NAV).  The NAV is calculated at the close of trading  (normally
4:00 p.m.  Eastern  time) on each day the New York  Stock  Exchange  is open for
business (the Stock  Exchange is closed on weekends,  Federal  holidays and Good
Friday).  The NAV is calculated by dividing the value of the Fund's total assets
(including   interest  and  dividends   accrued  but  not  yet  received)  minus
liabilities   (including  accrued  expenses)  by  the  total  number  of  shares
outstanding.

         The Fund's assets are generally valued at their market value. If market
prices are not  available,  or if an event occurs after the close of the trading
market that  materially  affects the values,  assets may be valued by the Fund's
advisor at their fair  value,  according  to  procedures  approved by the Fund's
board of trustees.

         Requests to  purchase  and sell  shares are  processed  at the NAV next
calculated after we receive your order in proper form.

                       DIVIDENDS, DISTRIBUTIONS AND TAXES

         DIVIDENDS   AND   DISTRIBUTIONS.   The   Fund   typically   distributes
substantially  all of its net  investment  income in the form of  dividends  and
taxable capital gains to its shareholders. These distributions are automatically
reinvested in the Fund unless you request cash distributions on your application
or through a written  request.  The Fund  expects  that its  distributions  will
consist primarily of capital gains.

         TAXES.   In  general,   selling   shares  of  the  Fund  and  receiving
distributions  (whether  reinvested  or  taken  in  cash)  are  taxable  events.
Depending  on the  purchase  price and the sale price,  you may have a gain or a
loss on any shares sold. Any tax liabilities  generated by your  transactions or
by receiving  distributions are your  responsibility.  Because  distributions of
long-term  capital gains are subject to capital  gains taxes,  regardless of how
long you have  owned your  shares,  you may want to avoid  making a  substantial
investment when a Fund is about to make a long-term capital gains distribution.

         Early each year,  the Fund will mail to you a statement  setting  forth
the  federal  income  tax  information  for all  distributions  made  during the
previous year. If you do not provide your taxpayer  identification  number, your
account will be subject to backup withholding.

         The tax  considerations  described  in this  section  do not  apply  to
tax-deferred accounts or other non-taxable entities. Because each investor's tax
circumstances  are  unique,  please  consult  with your tax  advisor  about your
investment.

                             MANAGEMENT OF THE FUND

     Tanaka Capital Management, Inc., 230 Park Avenue, Suite 960, New York, New
York 10169, serves as investment advisor to the Fund. Tanaka Capital Management,
Inc. has been providing portfolio management services since its founding, in
1986, by Graham Y. Tanaka. In addition to the assets of the Fund, the investment
advisor and its affiliates manage other assets of approximately $200 million.

         Graham Y.  Tanaka has been  primarily  responsible  for the  day-to-day
management of the Fund's  portfolio  since its inception in December  1998.  Mr.
Tanaka  has  approximately  12  years  of  experience  managing  a  mutual  fund
portfolio,  and has  approximately  18 years of experience  managing  investment
portfolios for private clients.  From 1973 until 1978, Mr. Tanaka was a research
analyst at Morgan  Guaranty  Trust. He then worked at Fiduciary Trust Company of
New York as Vice President from  1978-1980.  Prior to launching  Tanaka Capital,
Mr. Tanaka served as Chairman at Milbank Tanaka & Associates  from 1980 to 1986.
He is a  member  of The  Electronic  Analyst  Group  and  also a  member  of the
Healthcare  Analyst  Association.  Mr. Tanaka  currently serves on the boards of
TransAct  Technologies,  Inc. and Tridex  Corporation.  He is a 1971 graduate of
Brown  University (BS, BA), a 1973 graduate of Stanford  University  (MBA) and a
Chartered Financial Analyst (CFA).

         During the fiscal  period from  December 30, 1998 to November 30, 1999,
the Fund paid the advisor a fee equal to 1.00% of its average  daily net assets.
The advisor may pay certain  financial  institutions  (which may include  banks,
brokers,  securities  dealers  and  other  industry  professionals)  a  fee  for
providing   distribution   related   services  and/or  for  performing   certain
administrative  servicing  functions for Fund  shareholders  to the extent these
institutions are allowed to do so by applicable statute, rule or regulation.


<PAGE>



                              FINANCIAL HIGHLIGHTS

         The following  condensed  supplementary  financial  information for the
period  December 30, 1998  (commencement  of operations) to November 30, 1999 is
derived  from the  audited  financial  statements  of the  Fund.  The  financial
statements  of the Fund have been audited by McCurdy & Associates  CPA's,  Inc.,
independent  public  accountants,  and are included in the Fund's Annual Report.
The Annual Report contains additional  performance  information and is available
upon request and without charge.

Tanaka Growth Fund - Class R

SELECTED PER SHARE DATA

Net asset value, beginning of period                             $ 10.00
                                                           ---------------
Income from investment operations
   Net investment income                                           (0.08)
   Net realized and unrealized gain (loss)                          3.13
                                                           ---------------
                                                           ---------------
Total from investment operations                                    3.05
                                                           ---------------

Net asset value, end of period                                   $ 13.05
                                                           ===============

TOTAL RETURN (b)                                                  30.50%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000)                                  $1,495
Ratio of expenses to average net assets                            1.75%  (a)
Ratio of expenses to average net assets
   before reimbursement                                           13.89%  (a)
Ratio of net investment income (loss) to
   average net assets                                            (0.80)%  (a)
Ratio of net investment income (loss) to
   average net assets before reimbursement                      (12.94)%  (a)
Portfolio turnover rate                                           53.45%  (a)

(a)  Annualized

(b)  For periods of less than a full year, total returns are not annualized.



<PAGE>




                              FOR MORE INFORMATION

      Several  additional  sources of  information  are  available  to you.  The
Statement of Additional Information (SAI),  incorporated into this prospectus by
reference, contains detailed information on Fund policies and operations. Annual
and semi-annual  reports contain  management's  discussion of market conditions,
investment   strategies  and  performance   results  as  of  the  Fund's  latest
semi-annual or annual fiscal year end.

         Call the Funds at  877-4-TANAKA  to request  free copies of the SAI and
the Fund's annual and semi-annual  reports,  to request other  information about
the Fund and to make shareholder inquiries.

         You may review and copy  information  about the Fund (including the SAI
and other  reports) at the  Securities  and  Exchange  Commission  (SEC)  Public
Reference Room in Washington, D.C. Call the SEC at 1-202-942-8090 for room hours
and operation.  You may also obtain reports and other information about the Fund
on the EDGAR  Database on the SEC's  Internet  site at  http.//www.sec.gov,  and
copies of this  information may be obtained,  after paying a duplicating fee, by
electronic  request at the following e-mail address:  [email protected],  or by
writing  the  SEC's  Public  Reference  Section  of the  SEC,  Washington,  D.C.
20549-0102.

Investment Company Act #811-9096




<PAGE>


STICKER

         The following  should be read in  conjunction  with the section  titled
"How to Invest in the Fund" on page __ of the Prospectus.  Class R shares of the
TANAKA Growth Fund are available for purchase to all investors whose  investment
is  received no later than April 17,  2000.  For more  information,  please call
TANAKA Capital directly at (212) 490-3380 or the Transfer Agent at 877-4-TANAKA.




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