AMERICAN EAGLE FUNDS INC
497, 2000-02-14
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                 SEARCHING TODAY FOR THE GENIUSES OF TOMORROW-SM-
                    AMERICAN EAGLE CAPITAL APPRECIATION FUND
                           AMERICAN EAGLE TWENTY FUND

                                   PROSPECTUS

                                December 28, 1999

         AS WITH ALL MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION HAS
NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

                                    THE FUNDS

         The American Eagle Capital Appreciation Fund (Capital Appreciation
Fund) and American Eagle Twenty Fund (Twenty Fund) are professionally managed
mutual funds. An investor in any fund becomes a shareholder of that fund.

         BEFORE YOU INVEST, PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE
REFERENCE.

                               RISK/RETURN SUMMARY

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

         Each fund's investment objective is capital appreciation. A fund may
not change this objective without shareholder approval. As with any mutual fund,
there is no guarantee that any fund will meet its investment objective.

WHAT ARE THE FUNDS' MAIN INVESTMENT STRATEGIES?

         The funds' investment adviser seeks to invest in stocks of the fastest
growing American companies and, to a limited extent, in stocks of comparable
foreign companies. The investment adviser employs a fundamental bottom up
"growth" style approach to identify such companies. In other words, the
investment adviser looks at each company's revenue and earnings growth
potential, as well as its competitive, management, market and other
characteristics. In general, the investment adviser selects stocks without
regard to industry sectors and other defined selection criteria or for the
potential for dividends. In normal market conditions, the funds' investment
adviser will manage each of the funds as follows:

         -   CAPITAL APPRECIATION FUND maintains a core portfolio of 30 to 50
             stocks of primarily American growth companies without regard to
             their size. The fund may employ leverage, sell securities short and
             buy and sell futures and options contracts to protect against
             adverse market price changes and to generate additional investment
             returns.

         -   TWENTY FUND maintains a more concentrated portfolio of
             approximately, but not less than, 20 stocks of primarily American
             growth companies without regard to their size. The fund may employ
             leverage, sell securities short and buy and sell futures and
             options contracts to protect against adverse market price changes
             and to generate additional investment returns.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUNDS?

         Your fund investment will be subject to various risks. YOUR INVESTMENT
WILL NOT BE A BANK DEPOSIT AND WILL NOT BE INSURED OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. Some of the more
important risks of the funds are summarized below.

         -   GENERAL INVESTMENT RISK AND RISK OF OWNING EQUITY SECURITIES.
             Mutual funds do not always meet their investment objectives. Common
             stocks, the primary investment of each fund, tend to be more
             volatile than other investment choices. The value of a fund's
             portfolio may decrease if the value of an individual company in the
             portfolio decreases. The value of a fund's portfolio could also
             decrease if the stock market goes down. If the value of a fund's
             portfolio decreases, a fund's net asset value (NAV) will also
             decrease. Therefore, the biggest risk of investing in any fund is
             that its NAV could go down, and you could lose money.

         -   RISK OF OWNING SMALLER AND MEDIUM SIZE COMPANY STOCKS. Investments
             in stocks of smaller and medium size companies may fluctuate more
             sharply than those of larger, more established companies and,
             therefore, may expose the funds to greater price volatility.


                                       2
<PAGE>

         -   RISK OF BEING NON-DIVERSIFIED. A non-diversified fund may hold
             larger positions in a smaller number of issuers than a diversified
             fund. As a result, a single security's increase or decrease in
             value may have a greater impact on a fund's NAV and total return.

         -   RISK OF EMPLOYING "LEVERAGE." A fund that borrows money to purchase
             additional investment securities (a practice known as "leverage")
             increases such fund's market exposure and its risk. When a fund is
             "leveraged" and its investments increase or decrease in value, the
             fund's NAV will normally increase or decrease more than if it had
             not been leveraged. In addition, the interest the fund must pay on
             borrowed money will reduce any gains or increase any losses.

         -   RISK OF INVESTING IN OPTIONS AND FUTURES CONTRACTS. Each fund may
             buy and sell put and call options and futures contracts (and
             related options) to protect against changes in NAV and to attempt
             to realize additional investment returns. These techniques involve
             additional risks, and there is no guarantee that the funds will be
             able to utilize them for their intended purposes. Their use may
             involve risks similar to the use of leverage.

         -   RISK OF SELLING SECURITIES SHORT. When a security is sold "short",
             the fund borrows the security sold and must replace the borrowed
             security at a specified future date. If the value of the security
             goes down between the sale date and the scheduled replacement date,
             the fund makes a profit. If the value of the security goes up
             between such dates, the fund incurs a loss. Moreover, the fund
             cannot be assured that it will be able to close out a short sale
             position at any particular time or at an acceptable price.

WHO SHOULD AND SHOULD NOT INVEST IN THE FUNDS?

         The funds are designed for long-term investors who can bear the risks
that such an investment entails. Investors looking for current income or
short-swing market gains should not invest in the funds.


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<PAGE>

                                FEES AND EXPENSES

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

<TABLE>
<CAPTION>
                                                                                                     CAPITAL
                                                                                                   APPRECIATION   TWENTY FUND
                                                                                                       FUND
  <S>                                                                                              <C>            <C>
    SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
    Maximum Sales Charge (Load) Imposed on Purchases                                                   None           None
  (as a percentage of offering price)...........................................................
    Maximum Deferred Sales Charge (Load) (as a percentage of purchase price or
    redemption proceeds, whichever is lower)....................................................       None           None
    ANNUAL FUND OPERATING EXPENSES
    (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
    Management Fees.............................................................................      1.30%          1.30%
    Distribution and/or Service (12b-1) Fees....................................................       None           None
    Other Expenses *............................................................................      5.66%          5.66%
    Total Annual Fund Operating Expenses........................................................      6.96%          6.96%
</TABLE>

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

*     Other Expenses are based on estimated amounts for the current fiscal year.

EXAMPLE: We provide this example to help you compare the cost of investing in
fund shares with the cost of investing in other mutual funds. The example
assumes that you invest $10,000 in each fund's shares for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. Although your actual expenses may be
higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
                                                                                   1 YEAR     3 YEARS
                                                                                   ------     -------
                   <S>                                                             <C>        <C>
                   Capital Appreciation Fund.................................         $689       $2027
                   Twenty Fund...............................................         $689       $2027
</TABLE>




                                       4
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                   INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

INVESTMENT OBJECTIVE OF EACH FUND

         Each fund's investment objective is capital appreciation. As with any
mutual fund, the funds cannot assure you that their investment objective will be
achieved. Generation of current income is not an objective. The funds are
designed for long-term investors. If you are looking for current income or
short-swing market gains, you should not invest in the funds.

         A fund may not change its investment objective without the approval of
the fund's shareholders.

INVESTMENT STRATEGIES

         In pursuing its investment objective, each fund employs its own
investment strategy and policies. An investment in each fund, therefore,
involves different risks.

         -   CAPITAL APPRECIATION FUND is a non-diversified fund that employs
             an aggressive yet flexible investment program. In normal market
             conditions, the fund emphasizes a core portfolio of 30 to 50 stocks
             of primarily American growth companies, without regard to their
             size. The fund may also employ leverage, sell securities short and
             buy and sell futures and options contracts to generate additional
             investment returns. As described below, these techniques involve
             additional risk.

         -   TWENTY FUND is a non-diversified fund that, in normal market
             conditions, maintains a more concentrated portfolio of
             approximately, but not less than, 20 stocks of primarily American
             growth companies, without regard to their size. The fund may also
             employ leverage, sell securities short and buy and sell futures and
             options contracts to generate additional investment returns. As
             described below, these techniques involve additional risk.

         Jundt Associates, Inc. (the "Investment Adviser"), each fund's
investment adviser, seeks to invest in stocks of the fastest growing American
companies and, to a limited extent, in domestically traded stocks of comparable
foreign companies. In normal market conditions, at least 65% of each fund's
assets must be invested in equity investments. For each of the funds, the
Investment Adviser seeks companies it believes offer significant potential for
growth in revenue and earnings. The Investment Adviser believes that such
companies offer investors the greatest potential for long-term capital
appreciation. The Investment Adviser employs a fundamental "bottom up" approach
to identify such companies. In other words, the Investment Adviser looks at each
company's revenue and earnings growth potential, as well as its competitive,
management, market and other characteristics. In general, the investment adviser
selects stocks without regard to industry sectors and other defined selection
criteria or the potential for dividends.

         A fund's cash level (including similar investments in short-term debt
instruments) may temporarily increase without limitation when the Investment
Adviser believes that market conditions are unfavorable for profitable
investing, or when it is otherwise unable to locate attractive investment
opportunities. In other words, the funds do not always remain fully invested in
accordance with their primary strategies. When this occurs, the funds
temporarily may not pursue their primary strategies in that they may not
participate in market advances or declines to the same extent that they would
have done if they had remained more fully invested in stocks.

         The funds generally intend to purchase securities for long-term
investment. To a limited extent, however, a fund may purchase securities in
anticipation of relatively short-term gains. In addition, each fund, to a
limited extent, may sell securities short, which are short-term transactions.
Short-term transactions may also result from liquidity needs, from securities
having reached a price objective or by reason of economic or other developments
not foreseen at the time of the investment. The Investment Adviser makes changes
in each fund's portfolio whenever the Investment Adviser believes such changes
are desirable.

         A fund's "portfolio turnover rate" measures the degree of change in the
makeup of the fund's investment portfolio. A smaller, more rapidly growing fund
(such as Capital Appreciation Fund and Twenty Fund) generally will experience
higher portfolio turnover because new investments in the fund are being invested
in portfolio securities by the Investment Adviser.


                                       5
<PAGE>

In addition, options and futures contracts, which each fund may employ to
protect against declines in market prices and to pursue additional income,
typically produce higher portfolio turnover rates. Each fund's portfolio
turnover rates are expected to be quite high from time to time. High portfolio
turnover rates may subject the funds to additional transaction costs and may
also result in faster realization of taxable capital gains.

         Each fund is subject to various investment restrictions, which are
detailed in the Statement of Additional Information. Some of such restrictions
are designated as "fundamental" and, therefore, cannot be changed without the
approval of fund shareholders. Other "non-fundamental" restrictions may be
changed without the approval of shareholders.

         In addition to the investments described above and in the following
sections, each fund may to a more limited extent invest in other types of
securities, including but not limited to: investment grade debt securities and,
to a more limited extent, non-investment grade debt securities; repurchase
agreements; zero coupon debt securities; and options. The funds may also engage
in various other practices, such as securities lending. These instruments and
practices and their related risks are described in the Statement of Additional
Information.

OVERALL RISKS OF INVESTING IN THE FUNDS

         GENERAL. Mutual funds are a convenient and potentially rewarding way to
invest, but they do not always meet their investment objectives. The funds are
designed for long-term investors who can accept the risks of investing in a
portfolio with substantial common stock holdings. Common stocks tend to be more
volatile than other investment choices. The value of a fund's portfolio may
decrease if the value of an individual company in the portfolio decreases. The
value of a fund's portfolio could also decrease if the stock market goes down.
If the value of a fund's portfolio decreases, a fund's net asset value (NAV)
will also decrease. Therefore, the biggest risk of investing in any fund is that
its NAV could go down, and you could lose money.

         DIVERSIFICATION. Diversification is a way to reduce risk by investing
in a broad range of stocks. A "non-diversified" fund has the ability to take
larger positions in a smaller number of issuers. Therefore, the appreciation or
depreciation of a single stock may have a greater impact on the NAV of a
non-diversified fund. However, neither fund may invest more than 25% of its
assets in any one issuer (excluding U.S. Government securities). Additionally,
50% of each such fund's assets must be fully diversified. This means that no one
issuer (excluding the U.S. Government) in the fully diversified half of the
portfolio may account for more than 5% of the fund's total assets.

         SECTOR CONCENTRATION. At times, each fund may invest more than 25% of
its assets in one or more market sectors such as, for example, the technology
sector. A market sector may be made up of companies in a number of related
industries. When a fund concentrates in a market sector, financial, economic,
business and other developments affecting that sector may have a greater impact
on the fund's performance than if it had not concentrated in that sector.

         YEAR 2000 RISK. Many existing computer programs and systems have been
written in such a way that, without modification, they will not properly process
and calculate date-related data after December 31, 1999. The funds have been
advised by the Investment Adviser and other of the funds' service providers that
required system modifications have been completed and that they are able to
properly process such data for the funds. However, should any of the funds'
service providers experience difficulties in this regard, it could have a
material adverse impact on the funds.

         Additionally, the Investment Adviser considers Year 2000 compliance
when selecting portfolio holdings. However, there is no guarantee that the
information the Investment Adviser receives regarding a company's Year 2000
compliance is completely accurate. If a company in which a fund invests has not
satisfactorily addressed Year 2000 issues, the fund's investment performance
could suffer. The negative impact of Year 2000 issues may be greater for
companies in non-U.S. markets, since they may be less prepared for Year 2000
issues than domestic companies and markets.

RISKS RELATING TO CERTAIN PRINCIPAL INVESTMENT STRATEGIES

         INVESTMENTS IN SMALLER COMPANIES. Each fund may from time to time
invest a substantial portion of its assets in securities issued by smaller
"emerging" companies. Investments in such companies may offer greater
opportunities for capital appreciation than investments in larger companies, but
may involve certain special risks. Such companies may have


                                       6
<PAGE>

limited product lines, markets or financial resources and may be dependent on a
limited management group. The securities of such companies may trade less
frequently and in smaller volume than more widely held securities. Their values
may fluctuate more sharply than those of other securities. The funds may
experience difficulty in establishing or closing out positions in these
securities at prevailing market prices. There may be less publicly available
information about, and market interest in, smaller companies than is the case
with larger companies. It may take longer for the prices of such securities to
reflect the full value of their issuers' underlying earnings potential or
assets.

         BORROWING AND LEVERAGE. Each fund may borrow money to invest in
additional portfolio securities. This practice, known as "leverage," increases
such fund's market exposure and risk. When a fund is "leveraged" and its
investments increase or decrease in value, the fund's net asset value will
normally increase or decrease more than if it had not leveraged its assets. In
addition, the interest the fund must pay on borrowed money will reduce any gains
or increase any losses. Successful use of leverage depends on the Investment
Adviser's ability to predict market movements correctly. The amount of money
borrowed by a fund for leverage may not exceed one-third of the fund's total
assets (including the amount borrowed).

         OPTIONS AND FUTURES. Each fund may buy and sell call and put options
and futures contracts and related options to hedge (protect) against changes in
the prices of portfolio opportunities. Each fund may also employ such techniques
to attempt to realize additional investment returns. There is no guarantee that
the funds will be able to utilize them effectively for their intended purposes.
Options and futures contracts involve certain costs and risks, which are
described below and, in greater detail, in the Statement of Additional
Information.

         If a fund purchases a put option on a security, the fund acquires the
right to sell the underlying security at a specified price at any time during
the term of the option. If the fund purchases a call option on a security, it
acquires the right to purchase the underlying security at a specified price at
any time during the term of the option. Each fund also may write "covered" call
options, giving such funds the obligation to sell to the option buyer the
underlying security at a specified price at any time during the term of the
option. The call option is "covered" because the fund must own or have the right
to acquire the security underlying the option.

         If a fund sells a financial "futures" contract on an index, the fund
becomes obligated to deliver the value of the index at a specific future time
for a specified price. If a fund buys a financial futures contract on an index,
the fund becomes obligated to take delivery of the value of the index at a
specific future time at a specific price. An option on a futures contract gives
the buyer the right to buy from or sell to the seller a futures contract at a
specified price at any time during the period of the option. Upon exercise, the
writer of the option is obligated to pay the difference between the cash value
of the futures contract and the exercise price.

         Successful use of futures contracts and related options depends greatly
on the Investment Adviser's ability to correctly forecast the direction of
market movements. In the case of an incorrect market forecast, the use of
futures contracts will reduce or eliminate gains or subject a fund to increased
risk of loss. In addition, changes in the price of futures contracts or options
may not correlate perfectly with the changes in the market value of the
securities the Investment Adviser is seeking to hedge. AS A RESULT, EVEN A
CORRECT MARKET FORECAST COULD RESULT IN AN UNSUCCESSFUL HEDGING TRANSACTION.

         Other risks arise from a fund's potential inability to close out
futures contracts or options positions. Each fund will enter into options or
futures contracts transactions only if the Investment Adviser believes that a
liquid secondary market exists for such options or futures contracts. However,
there is no guarantee that the fund will be able to effect "closing
transactions" at any particular time or at an acceptable price.

         Each fund may use futures contracts and related options to enhance
investment returns in addition to hedging against market risk. SUCH USE OF
FUTURES CONTRACTS INVOLVES RISKS SIMILAR TO THE USE OF LEVERAGE. Within
applicable regulatory limits, each fund can be subject to the same degree of
market risk as if approximately twice their net assets were fully invested in
securities. This may result in substantial additional gains in rising markets,
but likewise may result in substantial additional losses in falling markets.

         SHORT SALES. The Investment Adviser may sell a security short on behalf
of each fund when it anticipates that the price of the security will decline. In
such cases, the fund borrows the security sold to complete the sale and must
replace the


                                       7
<PAGE>

borrowed security at a future date. If the value of the borrowed security goes
down between the sale date and the scheduled replacement date, the fund makes a
profit. If the value of the security goes up between such dates, the fund incurs
a loss. Moreover, there is no guarantee that the fund will be able to close out
the position at a particular time or at an acceptable price. All short sales
must be fully secured by other securities (primarily U.S. Government
securities). Further, neither fund may sell securities short if, immediately
after the sale, the value of all securities sold short by the fund exceeds 25%
of the fund's total assets. In addition, each fund limits short sales of any one
issuer's securities to 5% of the fund's total assets and to 5% of any one class
of the issuer's securities.

                             MANAGEMENT OF THE FUNDS

         The Investment Adviser serves as each fund's investment adviser and, as
such, is responsible for managing each fund's investment portfolio.

         The Investment Adviser employs a team approach in managing the funds'
portfolios. All investment decisions are made by one or both of the firm's
portfolio managers: James R. Jundt (Chairman and Chief Executive Officer of the
Investment Adviser) and Marcus E. Jundt (Vice Chairman of the Investment
Adviser).

         -   JAMES R. JUNDT, CFA, began his investment career in 1964 with
             Merrill Lynch, Pierce, Fenner & Smith Incorporated, New York, New
             York, as a security analyst before joining Investors Diversified
             Services, Inc. (now known as American Express Financial Advisers,
             Inc.) in Minneapolis, Minnesota in 1969, where he served in
             analytical and portfolio management positions until 1979. From 1979
             to 1982, Mr. Jundt was a portfolio manager for St. Paul Advisers,
             Inc. (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 of
             American Eagle Funds, Inc. since 1999, Jundt Funds, Inc. since
             1995, and Jundt Growth Fund, Inc. since 1991. Mr. Jundt has
             approximately 35 years of investment experience. Mr. Jundt also
             serves as Chairman of the Board of U.S. Growth Investments, Inc.,
             each fund's distributor.

         -   MARCUS E. JUNDT, son of James R. Jundt, has been Vice Chairman of
             the Investment Adviser since 1992. Mr. Jundt was employed as a
             research analyst for Victoria Investors in New York, New York from
             1988 to 1992, and from 1987 to 1988 was employed by Cargill
             Investor Services, Inc., where he worked on the floor of the
             Chicago Mercantile Exchange. He has served as a President of
             American Eagle Funds, Inc., Jundt Funds, Inc., and Jundt Growth
             Fund, Inc. since 1999 and has been the President of U.S. Growth
             Investments, Inc since 1997. Mr. Jundt has served as a portfolio
             manager of Jundt Funds, Inc. since 1995 and Jundt Growth Fund since
             1992. Mr. Jundt has approximately 12 years of investment and
             related experience. Mr. Jundt also serves as a director of a
             private company.

         Each fund pays the Investment Adviser advisory fees of 1.30% per year
of such fund's average daily net assets.

         Each fund also engages various other service providers, as set forth
under "Firms that Provide Services to the Funds" below.

                             HOW TO BUY FUND SHARES

GENERAL INFORMATION

         You may purchase fund shares on any day the New York Stock Exchange
(NYSE) is open for business (generally, every week day other than customary
national holidays).

         DETERMINATION OF NAV. If you purchase fund shares, you pay the
next-determined net asset value (NAV) of such shares. NAV generally is
calculated once daily as of 15 minutes after the close of normal trading on the
NYSE (generally 4:00 p.m., New York time) on each day the NYSE is open for
business. The NAV of each share is the value of that share's portion of the
fund's assets, minus its portion of the fund's liabilities. The most significant
asset of each fund is such fund's investments. Each fund generally values its
investments based on their closing market values. If closing market values are
not readily available for certain investments, such investments are valued at
their "fair value" as determined by or under the


                                       8
<PAGE>

supervision of the funds' Board of Directors. Debt securities may be valued
based on quotations furnished by pricing services or by dealers who make a
market in such securities.

         MINIMUM INVESTMENTS. The minimum initial investment in fund shares is
$1,000. You may make subsequent investments of at least $50. This minimum
initial investment does not apply to certain qualified retirement accounts or
custodial accounts for the benefit of minors. The minimum initial investment in
fund shares for qualified retirement accounts or custodial accounts for the
benefit of minors is $250. Contact the funds for more information.

         OPENING AN ACCOUNT. You may open an account with and purchase fund
shares from the funds' distributor, U.S. Growth Investments (by contacting the
funds by mail or phone, as set forth below).

         -   PURCHASES BY MAIL. Complete the attached application and mail it,
             along with a check payable to the applicable fund, to: The American
             Eagle Funds, c/o Firstar Mutual Fund Services, LLC, P.O. Box 701,
             Milwaukee, WI 53201-0701 (for regular mail) or The American Eagle
             Funds, c/o Firstar Mutual Fund Services, LLC, 615 East Michigan
             Street, 3rd Floor, Milwaukee, WI 53202-5207 (for overnight
             delivery). YOU MAY NOT PURCHASE SHARES WITH A THIRD PARTY CHECK.

         -   PURCHASES BY TELEPHONE. Call 1-800-335-0333 to obtain an account
             number and instructions (including instructions for wire
             transferring your investment to the fund's bank account). You must
             then promptly complete the attached application and mail it to the
             fund (at the address set forth under "Purchases By Mail").

         You may also open and account with and purchase fund shares from firms
that have selling agreements with U.S. Growth Investments. You may be charged an
additional fee at the time you purchase or redeem fund shares through a broker
or agent. U.S. Growth Investments currently imposes no such fees (other than
wire transfer charges) if you make purchases or redemptions directly through
U.S. Growth Investments.

         AUTOMATIC INVESTMENT PLAN. You may make automatic monthly investments
of at least $50 through each fund's Automatic Investment Plan. For additional
information, call your broker or the funds.

         RETIREMENT INVESTING. You may establish a fund account as an Individual
Retirement Account (IRA). You also may be able to purchase fund shares as an
investment for other qualified retirement plans in which you participate.
Examples include a profit-sharing or money purchase plan, a 401(k) plan, a
403(b) plan, or a Simplified Employer Pension (SEP) plan. You should consult
your tax advisor, employer and/or plan administrator before investing. Call the
funds for more information and application forms.

                          HOW TO SELL YOUR FUND SHARES

         You normally may sell (redeem) your fund shares on any business day at
their next-determined NAV. The funds normally make payment within three days.
However, if you very recently purchased your shares by personal check, your
redemption payment may be delayed (typically for not more than 15 days) to
permit your check to clear. The value of shares redeemed may be more or less
than their original cost depending upon their NAV at the time of redemption.

         You may not redeem your fund shares on any day that the NYSE is closed
(normally, weekends and customary national holidays). The funds also may suspend
your right of redemption if permitted by applicable laws and rules that are
designed to protect fund shareholders (for example, when emergencies or
restrictions in the securities markets make it difficult or impossible for the
funds to determine their net asset values or to sell their investments in an
orderly manner).

         If redemptions cause any of your fund accounts to fall below $1,000,
and the account remains below $1,000 for 60 days after the fund notifies you in
writing, the fund may close your account and mail you a check for your account
balance.

         SIGNATURE GUARANTEES. Your request to sell shares must be made in
writing and include a signature guarantee if any of the following situations
apply:

         -   you request to redeem more than $50,000 worth of shares;


                                       9
<PAGE>

         -   you have changed your account registration or address within the
             last 30 days;

         -   you request the check be mailed to a different address than the one
             on your account;

         -   you request the check be made payable to someone other than the
             account owner; or

         -   you request the redemption or exchange  proceeds be transferred to
             an account with a different registration.

         You 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. A NOTARY PUBLIC CANNOT
PROVIDE A SIGNATURE GUARANTEE.

         EXCHANGE PRIVILEGE. Except as provided below, you may exchange some or
all of your fund shares for shares of equal value of another fund. The minimum
amount which you may exchange is $1,000. The funds may restrict the frequency
of, or otherwise modify, condition, terminate or impose charges upon, exchanges.
An exchange is considered a sale of shares for income tax purposes.

         EXPEDITED TELEPHONE REDEMPTIONS. The funds currently offer certain
expedited redemption procedures. If you are redeeming shares worth at least
$1,000 but not more than $50,000, you may redeem by calling the funds at
1-800-335-0333. You must have completed the relevant section of your account
application before the telephone request is received. The proceeds of the
redemption will be paid by check mailed to your address of record or, if
requested at the time of redemption, by wire transfer to the bank designated on
your account application. The funds' transfer agent charges a fee for wire
transfers.

         Your broker may allow you to effect an expedited redemption of fund
shares purchased through your broker by notifying him or her of the amount of
shares to be redeemed. Your broker is then responsible for promptly placing the
redemption request with the fund on your behalf.

         MONTHLY CASH WITHDRAWAL PLAN. If you own fund shares valued at $10,000
or more, you may open a Withdrawal Plan and have a designated amount of money
paid monthly to you or another person. Contact the funds for additional
information.


                                       10
<PAGE>

                             DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

         Substantially all of each fund's net investment income and net capital
gains, if any, will be paid to investors once a year. You may elect to receive
distributions in cash or in additional fund shares. If you do not indicate a
choice, your distributions will be reinvested in additional fund shares.

TAXES

         Distributions from the fund to you are taxable (unless you are exempt
from taxes). Distributions to you from a fund's income and short-term capital
gains will be taxable as "ordinary income." Long-term capital gain distributions
will be taxed at applicable long-term capital gains rates regardless of the
length of time you have held your fund shares. Although the Investment Adviser
will endeavor to have as great a portion as possible of each fund's
distributions qualify as long-term capital gains, the composition of
distributions in any year will depend upon a variety of market and other
conditions and cannot be predicted accurately. A portion of a fund's dividends
may qualify for the dividends received deduction for corporations. A fund's
distributions will be taxable when they are paid, whether you take them in cash
or reinvest them in additional fund shares, except that 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 you
annually. In addition to federal income taxes, distributions may also be subject
to state or local taxes. If you live outside the United States, the dividends
and other distributions could also be taxed by the country in which you live.

"BUYING A DISTRIBUTION"

         On the date of a distribution by a fund, the price of its shares is
reduced by the amount of the distribution. If you purchase shares of a fund on
or before the record date ("buying a distribution"), you 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. For
this reason, most taxable investors avoid buying fund shares at or near the time
of a large distribution.

         THIS TAX INFORMATION IS GENERAL IN NATURE. YOU SHOULD CONSULT YOUR TAX
ADVISER REGARDING FEDERAL, STATE, LOCAL OR FOREIGN TAX ISSUES THAT MAY RELATE TO
YOU SPECIFICALLY.




                                       11
<PAGE>

<TABLE>
<S><C>

[LOGO]                                                  AMERICAN EAGLE FUNDS
                                                        PURCHASE APPLICATION


            Mail To:  American Eagle Funds                        Overnight Express Mail To:  American Eagle Funds
                      c/o Firstar Mutual Fund Services, LLC                                   c/o Firstar Mutual Fund Services, LLC
                      PO Box 701                                                              615 E. Michigan St., 3rd Floor
                      Milwaukee, WI 53201-0701                                                Milwaukee, WI 53202-5207

Use this form for individual, custodial, trust, profit sharing or pension plan accounts. Do not use this form for American Eagle
Funds sponsored IRAor SEP IRAaccounts. For any additional information please call American Eagle Funds at 1-800-335-0333.
- - - ------------------------------------------------------------------------------------------------------------------------------------
A. INVESTMENT CHOICES   / / By check Payable to American Eagle Funds. Amount $ ______________ ($1,000 minimum).
                        / / By wire: Call 1-800-335-0333.
                            Indicate total amount and date of wire $ __________________ Date __________________

                                                                                     DISTRIBUTION OPTIONS

                                    Initial           Capital Gains &     Capital Gains    Capital Gains and   Dividend Reinvested &
                                Investment Amount  Dividends Reinvested   Reinvested &     Dividends in Cash*     Capital Gains
                                                                        Dividends in Cash*                        Paid to Cash
                                                   ---------------------------------------------------------------------------------
/ / American Eagle Capital
    Appreciation Fund (157-157) $_______________           / /                 / /                 / /                 / /
/ / American Eagle Twenty
    Fund (157-158)              $_______________           / /                 / /                 / /                 / /

                                          *Unless otherwise indicated, cash distributions will be mailed to the address in Section C

- - - ------------------------------------------------------------------------------------------------------------------------------------
B. REGISTRATION

/ / Individual       ________________________   ______   _________________________   ________________________   ____________________
                     FIRSTNAME                  M.I.     LASTNAME                    SOCIALSECURITY #           BIRTHDATE(Mo/Dy/Yr)

/ / Joint Owner      ________________________   ______   _________________________   ________________________   ____________________
                     FIRSTNAME                  M.I.     LASTNAME                    SOCIALSECURITY #           BIRTHDATE(Mo/Dy/Yr)

                     *Registration will be Joint Tenancy with Rights of Survivorship (JTWROS), unless otherwise specified.

/ / Gift to Minors   ______________________________________________________  ______  _______________________________________________
                     CUSTODIAN'S FIRSTNAME (ONLY ONE PERMITTED)              MI      LASTNAME

                     ______________________________________________________  ______  _______________________________________________
                     MINOR'S FIRSTNAME (ONLY ONE PERMITTED)                  MI      LASTNAME

                     ________________________________  ____________________________  _______________________________________________
                     MINOR'S SOCIALSECURITY #          MINOR'S BIRTHDATE (Mo/Dy/Yr)  STATE OF RESIDENCE

/ / Corporation/     _______________________________________________________________________________________________________________
    Trust**          NAME OF TRUSTEE(S) *(IF TO BE INCLUDED IN REGISTRATION)

/ / Partnership*     _______________________________________________________________________________________________________________
                     NAME OF TRUST/CORPORATION**/PARTNERSHIP*

/ / Other Entity*    ______________________________________________________          _______________________________________________
                     SOCIALSECURITY#/TAX ID#                                         DATE OF AGREEMENT(Mo/Dy/Yr)

                     *Additional documentation and certification may be requested. **Corporate Resolution is required.
- - - ------------------------------------------------------------------------------------------------------------------------------------
C. MAILING ADDRESS                                                | / / Duplicate Confirmation to:
                                                                  |
     _______________________________________  _________________   |     __________________________  _____  _________________________
      STREET                                  APT/SUITE           |      FIRSTNAME                   M.I.   LASTNAME
                                                                  |
     ________________________________  _____  _________________   |     _______________________________________  ___________________
      CITY                              STATE  ZIP                |      STREET                                  APT/SUITE
                                                                  |
     ______________________________  __________________________   |     ________________________________  _____  ___________________
      DAYTIME PHONE #                 EVENING PHONE #             |      CITY                              STATE  ZIP
                                                                  |
- - - ------------------------------------------------------------------------------------------------------------------------------------
D. TELEPHONE OPTIONS               / / TELEPHONE REDEMPTION.

   Your signed Application             / / Check to address shown on your account
   must be received at least 15
   business days prior to initial      / / Via federal wire to your bank account below ($12.00 charge for each wire transfer)
   transaction.
                                       / / Via EFT, at no charge, to your bank account below (funds are typically credited within
   To ensure proper debiting/              two days after redemption)
   crediting of your bank
   account, an unsigned voided     / /  TELEPHONE PURCHASE (EFT). Permits the purchase of shares using your bank account to clear
   check (for checking accounts)       the transaction. (Minimum $50.00) Complete bank account information below.
   or a savings account deposit
   slip is required with your      _________________________________________________________________________________________________
   Application.                     NAME(S) ON BANK ACCOUNT

                                   __________________________________________  _____________________________________________________
                                    BANK NAME                                   ACCOUNTNUMBER

                                   __________________________________________  _____________________________________________________
                                    BANK ADDRESS                                BANK ROUTING/ABA#


[2970] M 12/99

<PAGE>

E. AUTOMATIC                       Please start my Automatic Investment Plan as described in the Prospectus beginning:
   INVESTMENT PLAN
                                   Month ____________ Year _______ . I hereby instruct Firstar Mutual Fund Services, LLC, Transfer
   Your signed Application         Agent for the American Eagle Funds to automatically transfer $ __________ (minimum $50.00)
   must be received at least 15    directly from my checking, NOW or savings account named below on the _______ of each month or the
   business days prior to initial  first business day thereafter. I understand that I will be assessed a $20 fee if the automatic
   transaction.                    purchase cannot be made due to insufficient funds, stop payment, or for any other reason.

   An unsigned voided check        _________________________________________________________________________________________________
   (for checking accounts) or a     NAME(S) ON BANK ACCOUNT
   savings account deposit slip
   is required with your           __________________________________________  _____________________________________________________
   Application.                     BANK NAME                                   ACCOUNTNUMBER

                                   __________________________________________  _____________________________________________________
                                    BANK ADDRESS                                BANK ROUTING/ABA#

                                   __________________________________________  _____________________________________________________
                                    SIGNATURE OF BANK ACCOUNTOWNER              SIGNATURE OF JOINTOWNER

- - - ------------------------------------------------------------------------------------------------------------------------------------
F. SYSTEMATIC                      I would like to withdraw from the American Eagle Funds $_______________ ($100.00 minimum, $10,000
   WITHDRAWALS                     account value minimum) as follows:

                                       / / I would like to have payments made to me on or about the __________ day of each month, or

                                       / / I would like to have payments made to me on or about the __________ day of the months
                                           that I have circled below:

                                           Jan.  Feb.  Mar.  Apr.  May   June  July  Aug.  Sept.  Oct.  Nov.  Dec.

                                       / / To have payments automatically deposited to your bank account. Complete bank account
                                           information below. (Acheck will be mailed to the address in Section C if this box is not
                                           checked.)

                                   _________________________________________________________________________________________________
                                    NAME(S) ON BANK ACCOUNT

                                   __________________________________________  _____________________________________________________
                                    BANK NAME                                   ACCOUNTNUMBER

                                   __________________________________________  _____________________________________________________
                                    BANK ADDRESS                                BANK ROUTING/ABA#

                                    TO ENSURE PROPER CREDITING OF YOUR BANK ACCOUNT, PLEASE ATTACH A VOIDED CHECK OR A DEPOSIT SLIP.

- - - ------------------------------------------------------------------------------------------------------------------------------------
G. SIGNATURE AND                   I have received and read the Prospectus for the American Eagle Funds (the "Fund"). I understand
   CERTIFICATION                   the Fund's investment objectives and policies and agree to be bound by the terms of the
   REQUIRED BY THE                 Prospectus. I am of legal age in my state of residence and have full authority to purchase shares
   INTERNAL REVENUE                of the Fund and to establish and use any related privileges.
   SERVICE
                                   Neither the Fund nor its transfer agent will be responsible for the authenticity of transaction
                                   instructions received by telephone, provided that reasonable security procedures have been
                                   followed.

                                   By selecting the options in Section D, E,F, I hereby authorize the Fund to initiate credits and
                                   debits to my account at the bank indicated and for the bank to credit or debit the same to such
                                   account through the Automated Clearing House ("ACH") system.

                                   UNDER THE PENALTY OF PERJURY, I CERTIFY THAT (1) THE SOCIAL SECURITY NUMBER OR TAXPAYER
                                   IDENTIFICATION NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER IDENTIFICATION NUMBER, AND (2) I
                                   AM NOT SUBJECT TO BACKUP WITHHOLDING EITHER AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR
                                   DIVIDENDS, OR THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING. THE IRS
                                   DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS
                                   REQUIRED TO AVOID BACKUP WITHHOLDING.


                                   _________________________________________  ______________________________________________________
                                    DATE (Mo/Dy/Yr)                            SIGNATURE OF OWNER*

                                   _________________________________________  ______________________________________________________
                                    DATE (Mo/Dy/Yr)                            SIGNATURE OF OWNER, if any

                                   *If shares are to be registered in (1) joint names, both persons should sign, (2) a custodian for
                                   a minor, the custodian should sign, (3) a trust, the trustee(s) should sign, or (4) a corporation
                                   or other entity, an officer should sign and print name and title on space provided below.

                                   _________________________________________________________________________________________________
                                   PRINTNAME AND TITLE OF OFFICER SIGNING FOR A CORPORATION OR OTHER ENTITY
</TABLE>
<PAGE>

                    FIRMS THAT PROVIDE SERVICES TO THE FUNDS

                               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
                        Firstar Mutual Fund Services, LLC
                       615 East Michigan Street, 3rd Floor
                         Milwaukee, Wisconsin 53202-5207

                                 TRANSFER AGENT
                        Firstar Mutual Fund Services, LLC
                       615 East Michigan Street, 3rd Floor
                         Milwaukee, Wisconsin 53202-5207

                                    CUSTODIAN
                               Firstar Bank, N.A.
                            777 East Wisconsin Avenue
                           Milwaukee, Wisconsin 53202

                              INDEPENDENT AUDITORS
                                    KPMG LLP
                               4200 Norwest Center
                          Minneapolis, Minnesota 55402

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

<PAGE>

                     ADDITIONAL INFORMATION ABOUT THE FUNDS

         The funds' annual and semi-annual shareholder reports include
additional information about each fund's investments and about market conditions
and investment strategies that significantly affected each fund's performance
during the covered period. The funds' Statement of Additional Information
contains further information about each fund and is incorporated into this
Prospectus by reference.

         You may make shareholder inquiries or obtain a free copy of the funds'
most recent annual and semi-annual shareholder report or the funds' current
Statement of Additional Information by:

         -   CALLING THE FUNDS at 1-800-335-0333; or

         -   WRITING THE FUNDS at 615 East Michigan Street, 3rd Floor,
Milwaukee, Wisconsin 53202-5207.

         You may review or copy (for normal copying fees) information about the
funds (including the Statement of Additional Information) by visiting the SEC's
Public Reference Room in Washington, D.C. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You
also may request copies by writing to the Public Reference Section of the SEC at
Washington, D.C. 20549-6009. Reports and other information about the funds are
also available free on the SEC's Internet site at http://www.sec.gov.

                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
THE FUNDS.................................................................    2
RISK/RETURN SUMMARY.......................................................    2
FEES AND EXPENSES.........................................................    4
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS................................    5
MANAGEMENT OF THE FUNDS...................................................    8
HOW TO BUY FUND SHARES....................................................    8
HOW TO SELL YOUR FUND SHARES..............................................    9
DISTRIBUTIONS AND TAXES...................................................   11
FIRMS THAT PROVIDE SERVICES TO THE FUNDS..................................   15
ADDITIONAL INFORMATION ABOUT THE FUNDS....................................   16

         IN DECIDING WHETHER OR NOT TO INVEST, YOU SHOULD NOT RELY ON ANY
INFORMATION CONCERNING THE FUNDS OTHER THAN INFORMATION CONTAINED OR REFERENCED
IN THIS PROSPECTUS. INFORMATION INCLUDED IN THIS PROSPECTUS IS CURRENT AS OF
DECEMBER 28, 1999 BUT MAY CHANGE WITHOUT NOTICE AFTER SUCH DATE.

         Investment Company Act File No. 811-09699.



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