G T GLOBAL GROWTH SERIES
497, 1995-10-31
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<PAGE>
               [LOGO]  G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
                                 ADVISOR CLASS
                         PROSPECTUS -- OCTOBER 18, 1995

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

G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND ("Small Cap Fund") seeks long-term
capital appreciation by investing all of its investable assets in the Small Cap
Portfolio that, in turn, invests primarily in equity securities of small
capitalization ("small cap") companies domiciled in the United States.

G.T. GLOBAL: AMERICA VALUE FUND ("Value Fund") seeks long-term capital
appreciation by investing all of its investable assets in the Value Portfolio
that, in turn, invests primarily in those equity securities of medium to large
capitalization issuers domiciled in the United States which the investment
adviser believes are undervalued and therefore offer above-average potential for
capital appreciation.

There can be no assurance that any Fund or its corresponding Portfolio will
achieve its investment objective.

The Small Cap Fund, and the Value Fund (collectively, the "Funds") are mutual
funds each organized as a diversified series of G.T. Global Growth Series
("Company"). EACH FUND, UNLIKE MANY OTHER MUTUAL FUNDS WHICH DIRECTLY ACQUIRE
AND MANAGE THEIR OWN PORTFOLIOS OF SECURITIES, SEEKS ITS INVESTMENT OBJECTIVE BY
INVESTING ALL OF ITS INVESTABLE ASSETS IN ITS CORRESPONDING PORTFOLIO, AS
DESCRIBED ABOVE. The Small Cap Portfolio and Value Portfolio (collectively, the
"Portfolios") are open-end management investment companies each managed by G.T.
CAPITAL MANAGEMENT, INC. ("G.T. Capital"). Each Portfolio's investment objective
is identical to that of its corresponding Fund. This structure is different from
many other investment companies which directly acquire and manage their own
portfolios. Accordingly, investors should carefully consider this investment
approach. For additional information, see "Investment Objectives and Policies;
Risk Factors" and "Management."

G.T. Capital is part of the G.T. Group, a leading international investment
advisory organization with offices throughout the world that long has emphasized
global investment.

Shares offered by this Prospectus are available for purchase only by certain
investors and are offered at net asset value without the imposition of a
front-end or contingent deferred sales charge and without a Rule 12b-1 charge.

This Prospectus sets forth concisely the information an investor should know
before investing and should be read carefully and retained for future reference.
A Statement of Additional Information, dated October 18, 1995, has been filed
with the Securities and Exchange Commission ("SEC") and, as amended or
supplemented from time to time, is incorporated herein by reference. The
Statement of Additional Information is available without charge by writing to
the Funds at 50 California Street, 27th Floor, San Francisco, California 94111,
or by calling (800) 824-1580.

FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR GUARANTEED BY,
ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.

An investment in one or more of the Funds offers the following advantages:

/ / Professional Management by a Leading Manager with Offices in the World's
    Major Markets

/ / Automatic Dividend and Other Distribution Reinvestment at no Additional
    Sales Charge

/ / Exchange Privileges with the Corresponding Classes of the Other G.T. Global
    Mutual Funds

FOR FURTHER INFORMATION, CONTACT (800) 824-1580 OR YOUR STOCKBROKER.

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

THESE  SECURITIES  HAVE  NOT  BEEN APPROVED  OR  DISAPPROVED  BY  THE SECURITIES
 AND  EXCHANGE  COMMISSION  OR  ANY   STATE  SECURITIES  COMMISSION,  NOR   HAS
   THE   SECURITIES  AND   EXCHANGE  COMMISSION   OR  ANY   STATE  SECURITIES
     COMMISSION PASSED  ON THE  ACCURACY OR  ADEQUACY OF  THIS  PROSPECTUS.
             ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                               Prospectus Page 1
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                               TABLE OF CONTENTS
- ------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                              Page
                                                                                            ---------
<S>                                                                                         <C>
Prospectus Summary........................................................................          3
Investment Objectives and Policies; Risk Factors..........................................          7
How To Invest.............................................................................         12
How to Make Exchanges.....................................................................         14
How to Redeem Shares......................................................................         15
Shareholder Account Manual................................................................         17
Calculation of Net Asset Value............................................................         18
Dividends, Other Distributions and Federal Income Taxation................................         18
Management................................................................................         20
Other Information.........................................................................         22
</TABLE>

                               Prospectus Page 2
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                               PROSPECTUS SUMMARY
- ------------------------------------------------------------

<TABLE>
<S>                                                     <C>
                                  G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                                       G.T. GLOBAL: AMERICA VALUE FUND
</TABLE>

The following summary is qualified in its entirety by the more detailed
information appearing in the body of this Prospectus. Cross-references in this
summary are to headings in the body of the Prospectus.

<TABLE>
<S>                            <C>                               <C>
Investment Objectives:         Each Fund seeks long-term capital appreciation
Principal Investments:         Small  Cap Fund invests all of  its investable assets in the Small
                               Cap Portfolio,  that, in  turn, invests  primarily in  the  equity
                               securities   of  small  capitalization   ("small  cap")  companies
                               domiciled in the United States
                               Value Fund  invests all  of  its investable  assets in  the  Value
                               Portfolio,  that,  in  turn,  invests  primarily  in  those equity
                               securities of medium to large capitalization issuers domiciled  in
                               the  United States that G.T.  Capital believes are undervalued and
                               therefore offer above-average potential for capital appreciation
Investment Manager:            G.T. Capital,  part of  the G.T.  Group, a  leading  international
                               investment  advisory  organization  with  over  $22  billion under
                               management
                               Advisor Class shares  are offered through  this Prospectus to  (a)
Advisor Class Shares:          trustees  or  other  fiduciaries  purchasing  shares  for employee
                               benefit plans which are sponsored  by organizations which have  at
                               least 250 employees; (b) any account investing at least $25,000 in
                               one  or more G.T. Global Mutual  Funds if (i) a financial planner,
                               trust company,  bank  trust department  or  registered  investment
                               adviser  has investment discretion over such account, and (ii) the
                               account holder pays such person as compensation for its advice and
                               other services an annual fee of at least .50% on the assets in the
                               account; (c) any account investing at least $25,000 in one or more
                               G.T. Global Mutual Funds if (i) such account is established  under
                               a "wrap fee" program, and (ii) the account holder pays the sponsor
                               of  such program an annual  fee of at least  .50% on the assets in
                               the  account;  (d)  accounts  advised  by  one  of  the  companies
                               comprising  or affiliated with the G.T.  Group; and (e) any of the
                               companies comprising or affiliated with the G.T. Group
Shares Available Through:      Most brokerage firms  nationwide, or directly  through the  Funds'
                               distributor
Exchange Privileges:           Advisor  Class shares  of one  Fund may  be exchanged  for Advisor
                               Class shares of  other G.T.  Global Mutual Funds  without a  sales
                               charge
Dividends and Other
  Distributions:               Dividends  paid annually from available  net investment income and
                               realized net short-term  capital gains;  other distributions  paid
                               annually from realized net capital gain and net gains from foreign
                               currency transactions, if any
Reinvestment:                  Distributions  may  be reinvested  automatically in  Advisor Class
                               shares of  the distributing  Fund or  in Advisor  Class shares  of
                               other G.T. Global Mutual Funds without a sales charge
</TABLE>

                               Prospectus Page 3
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------

THE FUNDS. The Small Cap Fund and Value Fund are diversified series of G.T.
Global Growth Series ("Company"), a registered open-end management investment
company. Each Fund is hereinafter referred to individually as a "Fund" and
together, as the "Funds." Each Fund seeks long-term capital appreciation.

In seeking this objective, the Small Cap Fund and Value Fund invest all of their
investable assets in the Small Cap Portfolio and Value Portfolio, respectively,
that, in turn, invest in securities in accordance with an investment objective
and policies identical to those of its corresponding Fund. The Small Cap
Portfolio and Value Portfolio are hereinafter referred to individually as a
"Portfolio," or together, as the "Portfolios." Each Portfolio concentrates in
the market sector corresponding to that Portfolio's name. Each Fund's shares of
beneficial interest are available through broker/ dealers that have entered into
agreements to sell shares with the Funds' distributor, G.T. Global Financial
Services, Inc. ("G.T. Global"). Shares also may be acquired directly through the
Funds' distributor or through exchanges of shares of the other G.T. Global
Mutual Funds. See "How to Invest" and "Shareholder Account Manual." Shares may
be redeemed either through broker/dealers or G.T. Global Investor Services, Inc.
("Transfer Agent"). See "How to Redeem Shares" and "Shareholder Account Manual."

INVESTMENT MANAGER AND ADMINISTRATOR. G.T. Capital is the investment manager and
administrator for the Portfolios and is the administrator for the Funds. G.T.
Capital provides investment management and/or administration services to all of
the G.T. Global Mutual Funds as well as other institutional, corporate and
individual clients. G.T. Capital is part of the G.T. Group, a leading
international investment advisory organization that long has emphasized global
investing. The G.T. Group maintains fully staffed investment offices in San
Francisco, London, Tokyo, Hong Kong, Singapore and Sydney. As of August 31,
1995, total assets under G.T. Group management exceeded $22 billion. The
companies comprising the G.T. Group are indirect subsidiaries of the Prince of
Liechtenstein Foundation. See "Management."
INVESTMENT OBJECTIVES, TECHNIQUES AND RISK FACTORS. The Small Cap Fund seeks its
investment objective by investing all of its investable assets in the Small Cap
Portfolio, that, in turn, normally invests at least 65% of its total assets in
equity securities, including common stocks, convertible preferred stocks,
convertible debt securities and warrants, of small cap companies domiciled in
the United States. For purposes of the foregoing, "small cap" companies are
companies that, at the time of purchase of their securities by the Portfolio,
have market capitalizations of up to $500 million. The remainder of the Small
Cap Portfolio's assets may be invested in common stocks, convertible preferred
stocks, convertible debt securities and warrants of companies that are larger
than small cap companies as defined above, non-convertible preferred stocks,
non-convertible debt securities, government securities and high quality money
market instruments such as government obligations, high grade commercial paper,
bank certificates of deposit and bankers' acceptances of issuers domiciled in
the United States. Investments in securities of small cap companies may be more
vulnerable than securities of larger companies to adverse business or economic
developments. Securities of small cap companies may also be less liquid and
their prices more volatile than those of larger companies.

The Value Fund seeks its investment objective by investing all of its investable
assets in the Value Portfolio, that, in turn normally invests at least 65% of
its total assets in equity securities, including common stocks, convertible
preferred stocks, convertible debt securities and warrants of medium to large
cap issuers domiciled in the United States that G.T. Capital believes to be
undervalued in relation to the long-term earning power or other factors. For
purposes of the foregoing, "medium to large cap" issuers are issuers with a
market capitalization greater than $500 million at the time of purchase by the
Value Portfolio. The remainder of the Portfolio's assets may be invested in
common stocks, convertible preferred stocks, convertible debt securities and
warrants of companies that are

                               Prospectus Page 4
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
smaller than the issuers defined above, non-convertible preferred stocks,
non-convertible debt securities, government securities and high quality money
market instruments such as government obligations, high grade commercial paper,
bank certificates of deposit and bankers' acceptances of issuers domiciled in
the United States.

Each Portfolio may engage in certain options and futures transactions to attempt
to hedge against the overall level of investment risk associated with its
present or planned investments. For temporary defensive purposes, each Portfolio
may hold U.S. dollars and/or may invest any portion of its assets in domestic
debt securities or high quality money market instruments. Each Portfolio also
may hold U.S. dollars and/or invest in domestic debt securities or high quality
money market instruments pending investment of proceeds from new sales of Fund
shares or to meet their ordinary daily cash needs. See "Investment Objectives
and Policies; Risk Factors."

There is no assurance that any Fund or any Portfolio will achieve its investment
objective. Each Fund's net asset value will fluctuate, reflecting fluctuation in
the market value of its corresponding Portfolio's securities positions.

   
EXPENSES. Each Fund pays administration fees directly to G.T. Capital at an
annualized rate of 0.25% of that Fund's average daily net assets. In addition,
each Fund bears its pro rata portion of the investment management and
administration fees paid by its corresponding Portfolio to G.T. Capital. Each
Portfolio pays such fees, based on the average daily net assets of that
Portfolio, at the annualized rate of .475% on the first $500 million, .45% on
the next $500 million, .425% on the next $500 million, and .40% on all amounts
thereafter.
    

Each Portfolio pays all expenses not assumed by G.T. Capital, G.T. Global or
other agents. G.T. Capital and G.T. Global have undertaken to limit each Fund's
expenses (exclusive of brokerage commissions, taxes, interest and extraordinary
expenses) to the annual rate of 1.65% of the average daily net assets of the
Advisor Class shares. See "Management."

                               Prospectus Page 5
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------

   
SUMMARY OF INVESTOR COSTS. The expenses and maximum transactions costs
associated with investing in the Advisor Class shares of each Fund and the
estimated aggregate annual operating expenses for each Fund and its
corresponding Portfolio are reflected in the following tables*+:
    

   
<TABLE>
<CAPTION>
                                                                                           G.T. GLOBAL:
                                                                                           AMERICA SMALL  G.T. GLOBAL:
                                                                                            CAP GROWTH    AMERICA VALUE
                                                                                               FUND           FUND
                                                                                           -------------  -------------
                                                                                           ADVISOR CLASS  ADVISOR CLASS
                                                                                           -------------  -------------
<S>                                                                                        <C>            <C>
SHAREHOLDER TRANSACTION COSTS:
  Maximum sales charge on purchases (as a % of offering price)...........................      None           None
  Sales charges on reinvested distributions..............................................      None           None
  Deferred sales charges.................................................................      None           None
  Redemption charges.....................................................................      None           None
  Exchange fees:
    -- On first four exchanges each year.................................................      None           None
    -- On each additional exchange.......................................................      $7.50          $7.50
ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS):
  Investment management and administration fees..........................................      0.73%          0.73%
  12b-1 distribution and service fees....................................................      None           None
  Other expenses (estimated).............................................................      0.92%          0.92%
                                                                                           -------------  -------------
  Total Fund Operating Expenses..........................................................      1.65%          1.65%
                                                                                           -------------  -------------
                                                                                           -------------  -------------
</TABLE>
    

   
HYPOTHETICAL EXAMPLE OF EFFECT OF EXPENSES+:
    

An investor directly or indirectly would have paid the following expenses at the
end of the periods shown on a $1,000 investment, assuming a 5% annual return:

   
<TABLE>
<CAPTION>
                                                                                                          1 YEAR     3 YEARS
                                                                                                        ----------  ----------
<S>                                                                                                     <C>         <C>
  G.T. Global: America Small Cap Growth Fund
      Advisor Class shares (1)........................................................................        $16         $52
  G.T. Global: America Value Fund
      Advisor Class shares (1)........................................................................        $16         $52
<FN>
- ------------------
*    Because Advisor Class shares have not previously been offered, expenses are
     estimates and do not reflect actual Advisor Class expenses. G.T. Capital
     and G.T. Global have undertaken to limit each Fund's expenses (exlusive of
     brokerage commissions, taxes, interests and extraordinary expenses) to the
     annual rate of 1.65% of the average daily net assets of the Advisor Class.
     Exchange fee waivers are available for Advisor Class shares.

+    THESE TABLES ARE INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE VARIOUS
     COSTS AND EXPENSES ASSOCIATED WITH INVESTING IN THE FUNDS. Long-term
     shareholders may pay more than the economic equivalent of the maximum
     front-end sales charges permitted by the National Association of Securities
     Dealers, Inc. ("NASD") rules regarding investment companies. "Other
     expenses" are based on estimated amounts for the first fiscal year of
     operations of each Fund and its corresponding Portfolio. "Other expenses"
     include custody, transfer agent, legal, audit and other expenses. "Other
     expenses" may be reduced to the extent that (i) certain broker/dealers
     executing the Portfolios' portfolio transactions pay all or a portion of
     the Funds' transfer agency expenses or the Funds' custodian fees, or (ii)
     fees received in connection with the lending of portfolio securities are
     used to reduce custodian fees. These arrangements are not anticipated to
     materially increase the brokerage commissions paid by the Portfolios. See
     "Management" herein and in the Statement of Additional Information for more
     information. THE "HYPOTHETICAL EXAMPLE" SET FORTH ABOVE IS NOT A
     REPRESENTATION OF FUTURE EXPENSES; EACH FUND'S AND PORTFOLIO'S ACTUAL
     EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN. The above tables and the
     assumption in the example of a 5% annual return are required by regulation
     of the Securities and Exchange Commission applicable to all mutual funds;
     the 5% annual return is not a prediction of and does not represent the
     Funds' projected or actual performance.
     The Annual Fund Operating Expenses for each Fund and its corresponding
     Portfolio are annualized projections based upon current administration fees
     for that Fund and the management and administration fees for its
     corresponding Portfolio and estimated amounts for Other expenses. The Board
     of Trustees of the Company believes that the aggregate per share expenses
     of each Fund and its corresponding Portfolio will be approximately equal to
     the expenses such Fund would incur if its assets were invested directly in
     the type of securities being held by its corresponding Portfolio. If
     investors other than such Fund invest in its corresponding Portfolio, that
     Fund could achieve economies of scale which could reduce expenses.
</TABLE>
    

                               Prospectus Page 6
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                             INVESTMENT OBJECTIVES
                           AND POLICIES; RISK FACTORS

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

The investment objective of each Fund is to seek long-term capital appreciation.

The Small Cap Fund seeks its investment objective by investing all of its
investable assets in the Small Cap Portfolio, that, in turn, normally invests at
least 65% of its total assets in equity securities, including common stocks,
convertible preferred stocks, convertible debt securities and warrants of small
cap companies domiciled in the United States. For purposes of the foregoing,
"small cap" companies are companies that, at the time of purchase of their
securities by the Portfolio, have market capitalizations of up to $500 million.
Market capitalization means the total market value of a company's outstanding
common stock. There is no necessary correlation between market capitalization
and the financial attributes (such as level of assets, revenues or income) often
used to measure a company's size. The remainder of the Small Cap Portfolio's
assets may be invested in common stocks, convertible preferred stocks,
convertible debt securities and warrants of companies domiciled in the United
States that are not small cap companies as defined above, non-convertible
preferred stocks, non-convertible debt securities, U.S. government securities
and high quality money market instruments such as U.S. government obligations,
high grade commercial paper, bank certificates of deposit and bankers'
acceptances of issuers domiciled in the United States.

The Value Fund seeks its investment objective by investing all of its investable
assets in the Value Portfolio, that, in turn, normally invests at least 65% of
its total assets in equity securities, including common stocks, convertible
preferred stocks, convertible debt securities and warrants of medium to large
cap issuers domiciled in the United States that G.T. Capital believes to be
undervalued in relation to the long-term earning power or other factors. For
purposes of the foregoing, "medium to large cap" issuers are issuers with a
market capitalization greater than $500 million at the time of purchase by the
Value Portfolio. The remainder of the Value Portfolio's assets may be invested
in common stocks, convertible preferred stocks, convertible debt securities and
warrants of companies domiciled in the United States that are smaller than the
issuers defined above, non-convertible preferred stocks, non-convertible debt
securities, U.S. government securities and high quality money market instruments
such as U.S. government obligations, high grade commercial paper, bank
certificates of deposit and bankers' acceptances of issuers domiciled in the
United States.

In selecting issuers for the Value Portfolio, G.T. Capital attempts to identify
securities of issuers whose prospects and growth potential, in G.T. Capital's
opinion, are currently undervalued by investors. In G.T. Capital's view, an
issuer may show favorable prospects as a result of many factors, including, but
not limited to, changes in management, shifts in supply and demand conditions in
the industry in which it operates, technological advances, new products or
product cycles, or changes in macroeconomic trends. The securities of such
issuers may be undervalued by the market due to many factors, including market
decline, tax-loss selling, poor economic conditions, limited coverage by the
investment community, investors' reluctance to overlook perceived financial,
operational, managerial or other problems affecting the issuer or the industry
in which it operates and other factors. G.T. Capital will attempt to identify
those undervalued issuers with the potential for attractive returns.

For purposes of the foregoing, an issuer is considered domiciled in the United
States if it is incorporated under the laws of any of its states or territories
or the District of Columbia, and either (i) at least 50% of the value of its
assets is located in the United States, or (ii) it normally derives at least 50%
of its income from operations or sales in the United States. There is no
assurance that any Fund or Portfolio will achieve its investment objective.

The debt obligations that the Portfolios may invest in are limited to U.S.
government securities and corporate debt securities of issuers domiciled in the
United States. The Portfolios will limit their purchases of debt securities to
investment grade obligations. "Investment grade" debt securities refers to those
debt securities rated within one of the

                               Prospectus Page 7
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
four highest ratings categories by Moody's Investors Service, Inc. ("Moody's")
or by Standard & Poor's ("S&P"), or, if not similarly rated by any other
nationally recognized statistical rating organization ("NRSRO"), deemed by G.T.
Capital to be of equivalent quality. Moody's considers securities rated in the
lowest category of investment grade, i.e., securities rated Baa, to have
speculative characteristics. See the Statement of Additional Information for a
full description of Moody's and S&P ratings.

OTHER POLICIES. Each Portfolio may invest up to 15% of its net assets in
illiquid securities.

Each Portfolio retains the flexibility to respond promptly to changes in market
and economic conditions. Accordingly, in the interest of preserving
shareholders' capital and consistent with each Portfolio's investment objective,
G.T. Capital may employ a temporary defensive investment strategy if it
determines such a strategy to be warranted due to market, economic or political
conditions. Under a defensive strategy, each Portfolio may hold cash and/or
invest any portion or all of its assets in debt securities or high quality money
market instruments issued by corporations or the U.S. government. To the extent
a Portfolio adopts a temporary defensive position, it will not be invested so as
to achieve directly its investment objective.

In addition, pending investment of proceeds from new sales of Fund shares or to
meet its ordinary daily cash needs, each Portfolio may hold cash and may invest
in high quality domestic money market instruments. Money market instruments in
which the Portfolios may invest include, but are not limited to, the following:
U.S. government securities, high grade commercial paper, bank certificates of
deposit, and bankers' acceptances of issuers domiciled in the United States and
repurchase agreements related to any of the foregoing. High grade commercial
paper refers to commercial paper rated P-1 by Moody's or A-1 by S&P at the time
of investment or, if unrated, deemed by G.T. Capital to be of comparable
quality.

Each Portfolio may invest up to 10% of its total assets in other investment
companies. As a shareholder in an investment company, that Portfolio would bear
its ratable share of that investment company's expenses, including its advisory
and administration fees. At the same time, the Portfolio would continue to pay
its own management fees and other expenses.

From time to time, it may be advantageous for each Portfolio to borrow money
rather than sell existing portfolio positions to meet redemption requests.
Accordingly, each Portfolio may borrow from banks or may borrow through reverse
repurchase agreements and "roll" transactions in connection with meeting
requests for the redemptions of a Portfolio's shares. Each Portfolio also may
borrow up to 5% of its total assets for temporary or emergency purposes other
than to meet redemptions. However, no Portfolio will borrow for leveraging
purposes, nor will any Portfolio purchase securities while borrowings are
outstanding. See "Investment Objectives and Policies" in the Statement of
Additional Information.

The Portfolios are authorized to make loans of portfolio securities, for the
purpose of realizing additional income, to broker/dealers or to other
institutional investors. At all times a loan is outstanding, the borrower must
maintain with the Portfolio's custodian collateral consisting of cash, U.S.
government securities or other liquid, high grade debt securities equal to at
least the value of the borrowed securities, plus any accrued interest. Each
Portfolio will receive any interest paid on the loaned securities and a fee
and/or a portion of the interest earned on the collateral. Each Portfolio will
limit loans of portfolio securities to an aggregate of 30% of the value of its
total assets, measured at the time any such loan is made. The risks in lending
portfolio securities, as with other extensions of secured credit, consist of
possible delay in receiving additional collateral or in recovery of the
securities or possible loss of rights in the collateral should the borrower fail
financially.

The Portfolios may purchase debt securities on a "when-issued" basis and may
purchase or sell such securities on a "forward commitment" basis in order to
hedge against anticipated changes in interest rates and prices. The price, which
generally is expressed in yield terms, is fixed at the time the commitment is
made, but delivery and payment for the securities take place at a later date.
When-issued securities and forward commitments may be sold prior to the
settlement date, but the Portfolios will enter into when-issued and forward
commitments only with the intention of actually receiving or delivering the
securities, as the case may be. No income accrues on securities which have been
purchased pursuant to a forward commitment or on a when-issued basis prior to
delivery to the Portfolio. If the Portfolio disposes of the right to acquire a
when-issued security prior to its acquisition or disposes of its right to
deliver or

                               Prospectus Page 8
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
receive against a forward commitment, it may incur a gain or loss. At the time a
Portfolio enters into a transaction on a when-issued or forward commitment
basis, a segregated account consisting of cash or high grade liquid debt
securities equal to the value of the when-issued or forward commitment
securities will be established and maintained with its custodian and will be
marked to market daily. There is a risk that the securities may not be delivered
and that a Portfolio may incur a loss on such transactions. See "Investment
Objectives and Policies" in the Statement of Additional Information.

RISK FACTORS. Each Fund's net asset value will fluctuate, reflecting
fluctuations in the market value of the portfolio positions of its corresponding
Portfolio.

SMALL CAP FUND AND SMALL CAP PORTFOLIO. Small cap companies may be more
vulnerable than larger companies to adverse business, economic, or market
developments. Small cap companies may also have more limited product lines,
markets or financial resources than companies with larger capitalizations, and
may be more dependent on a relatively small management group. In addition, small
cap companies may not be well-known to the investing public, may not have
institutional ownership and may have only cyclical, static or moderate growth
prospects. Most small cap company stocks pay low or no dividends. Securities of
small cap companies are generally less liquid and their prices more volatile
than those of securities of larger companies. The securities of some small cap
companies may not be widely traded; the Small Cap Portfolio's position in
securities of such companies may be substantial in relation to the market for
such securities. Accordingly, it may be difficult for the Small Cap Portfolio to
dispose of securities of these small cap companies at prevailing market prices
in order to meet redemptions.

RISKS ASSOCIATED WITH DEBT SECURITIES. G.T. Capital allocates investments among
fixed income securities of particular issuers on the basis of its views as to
the best values then currently available in the market place. Such values are a
function of yield, maturity, issue classification and quality characteristics,
coupled with expectations regarding the economy, movements in the general level
of interest rates and political developments. If market interest rates decline,
fixed income securities generally appreciate in value, and vice versa.

OPTIONS AND FUTURES. Each Portfolio may use options on securities, options on
indices, futures contracts, and options on futures contracts to implement
strategies to attempt to hedge its portfolio, I.E., reduce the overall level of
investment risk normally associated with the Portfolio. These instruments are
often referred to as "derivatives," which may be defined as financial
instruments whose performance is derived, at least in part, from the performance
of another asset (such as a security or an index of securities). Each Portfolio
may enter into such instruments up to the full value of its portfolio assets.
There can be no assurance that these hedging efforts will succeed. These
techniques are described below and are further detailed in the Statement of
Additional Information.

In addition, each Portfolio may purchase and sell put and call options on equity
and debt securities to hedge against the risk of fluctuations in the prices of
securities held by the Portfolio or that G.T. Capital intends to include in the
Portfolio's portfolio. The Portfolios also may buy and sell put and call options
on equity and debt security indices. Such index options serve to hedge against
overall fluctuations in the securities markets or market sectors generally,
rather than anticipated increases or decreases in the value of a particular
security.

Further, the Portfolios may sell stock index futures contracts and may purchase
put options or write call options on such futures contracts to protect against a
general stock market or market sector decline that could adversely affect the
Portfolios' holdings. The Portfolios also may buy stock index futures contracts
and purchase call options or write put options on such contracts to hedge
against a general stock market or market sector advance and thereby attempt to
lessen the cost of future securities acquisitions. A Portfolio may use interest
rate futures contracts and options thereon to hedge the debt portion of its
portfolio against changes in the general level of interest rates.

In addition, each Portfolio may purchase and sell put and call options on
securities and indices that are traded on recognized securities exchanges and
over-the-counter ("OTC") markets.

These practices may result in the loss of principal under certain conditions. In
addition, certain provisions of the Internal Revenue Code of 1986, as amended
("Code"), limit the extent to which a Portfolio may enter into futures
contracts, or engage in options transactions. See "Taxes" in the Statement of
Additional Information.

Although a Portfolio might not employ any of the foregoing strategies, the use
of options and futures

                               Prospectus Page 9
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
would involve certain investment risks and transaction costs to which it might
not otherwise be subject. These risks include: (1) dependence on G.T. Capital's
ability to predict movements in the prices of individual securities,
fluctuations in the general securities markets and movements in interest rates;
(2) imperfect correlation, or even no correlation, between movements in the
price of options, futures contracts or options thereon and movements in the
price of the security hedged or used for cover; (3) the fact that skills and
techniques needed to trade options, futures contracts and options thereon are
different from those needed to select the securities in which the Portfolios
invest; (4) lack of assurance that a liquid secondary market will exist for any
particular option, futures contract or option thereon at any particular time;
(5) the possible inability of a Portfolio to purchase or sell a portfolio
security at a time when it would otherwise be favorable for it to do so, or the
possible need for a Portfolio to sell a security at a disadvantageous time, due
to the need for the Portfolio to maintain "cover" or to segregate securities in
connection with hedging transactions; and (6) the possible need to defer closing
out certain options, futures contracts and options thereon in order to qualify
for the beneficial tax treatment afforded regulated investment companies under
the Code. See "Dividends, Other Distributions and Federal Income Taxation"
herein and "Taxes" in the Statement of Additional Information. If G.T. Capital
incorrectly forecasts securities market movements or interest rates in utilizing
a strategy for a Portfolio, the Portfolio would be in a better position if it
had not hedged at all.

   
REPURCHASE AGREEMENTS. Each Portfolio may enter into repurchase agreements,
which are transactions in which a Portfolio purchases a security from a bank or
recognized securities dealer and simultaneously commits to resell that security
to the bank or dealer at an agreed-upon price, date and market rate of interest
unrelated to the coupon rate or maturity of the purchased security. The
Portfolios intend to enter into repurchase agreements only with banks and
dealers believed by G.T. Capital to present minimal credit risks in accordance
with guidelines approved by the Portfolios' Board of Trustees. See "Investment
Objectives and Policies -- Repurchase Agreements" in the Statement of Additional
Information.
    

OTHER INFORMATION. Each Fund's investment objective of long-term capital
appreciation may not be changed without the approval of a majority of the Fund's
outstanding voting securities. As defined in the 1940 Act and as used in this
Prospectus, a "majority of a Fund's outstanding voting securities" means the
lesser of (i) 67% of the Fund's shares represented at a meeting at which more
than 50% of the Fund's outstanding shares are represented, or (ii) more than 50%
of the Fund's outstanding shares. In addition, each Fund has adopted certain
investment limitations as fundamental policies which also may not be changed
without shareholder approval. A complete description of these limitations is
included in the Statement of Additional Information.

   
Unless specifically noted, the Portfolios' and the Funds' investment policies
described in this Prospectus, and in the Statement of Additional Information,
including the policies with respect to investment in its market sector's
securities and the percentage limitations with respect to such investments, are
not fundamental policies and may be changed by vote of the Company's or the
Portfolios' Board of Trustees, as applicable, without shareholder approval. Each
Portfolio's policies regarding lending, the percentage of that Portfolio's
assets that may be committed to borrowing and diversification of investments are
fundamental policies and may not be changed without shareholder approval. See
"Investment Limitations" in the Statement of Additional Information.
    

OTHER INFORMATION REGARDING THE PORTFOLIOS. The Small Cap Fund and Value Fund
may each withdraw its investment in its corresponding Portfolio at any time, if
the Board of Trustees of the Company determines that it is in the best interests
of that Fund and its shareholders to do so. Upon such withdrawal, the Board
would consider what action might be taken, including the investment of all the
investable assets of that Fund in another pooled investment entity having
substantially the same investment objective as that Fund or the retention by
that Fund of its own investment adviser to manage that Fund's assets in
accordance with the investment objective, policies and limitations discussed
herein with respect to each such Fund and its investment in its corresponding
Portfolio.

The approval of the Small Cap Fund and Value Fund and of other investors in
their corresponding Portfolio, if any, is not required to change the investment
objective, policies or limitations of that Portfolio, unless otherwise
specified. Written notice shall be provided to shareholders of such Fund thirty
days prior to any changes in its corresponding Portfolio's investment objective.
If the

                               Prospectus Page 10
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
objective of that Portfolio changes and the shareholders of the corresponding
Fund do not approve a parallel change in such Fund's investment objective, that
Fund would seek an alternative investment vehicle or directly retain its own
investment adviser.

As previously described, investors should be aware that the Small Cap Fund and
Value Fund, unlike mutual funds which directly acquire and manage their own
portfolios of securities, seek to achieve their investment objective by
investing all of their investable assets in the Small Cap Portfolio and Value
Portfolio, respectively, each of which is a separate investment company, as
previously described. Since each Fund will invest only in its corresponding
Portfolio, that Fund's shareholders will acquire only an indirect interest in
the investments of that Portfolio.

In addition to selling its interest to its corresponding Fund, the Small Cap
Portfolio and Value Portfolio may each sell its interests to other
non-affiliated investment companies and/or other institutional investors. All
institutional investors in a Portfolio will pay a proportionate share of that
Portfolio's expenses and will invest in that Portfolio on the same terms and
conditions. However, if another investment company invests all of its assets in
a Portfolio, it would not be required to sell its shares at the same public
offering price as the Portfolio's corresponding Fund and may charge different
sales commissions. Therefore, investors in the Small Cap Fund and Value Fund may
experience different returns from investors in another investment company which
invests exclusively in its corresponding Portfolio. As of the date of this
Prospectus, the Small Cap Fund and Value Fund are the only institutional
investors in their corresponding Portfolios. However, the Small Cap Portfolio
and Value Portfolio expect to offer beneficial interests to other institutional
investors in the future. Although interests in the Portfolios are not currently
available, either directly or indirectly, to individual investors through other
funds, information regarding any such funds will be available from G.T. Global
at the appropriate toll-free telephone number provided in the Shareholder
Account Manual.

Investors in the Small Cap Fund and Value Fund should be aware that such Fund's
investment in its corresponding Portfolio may be materially affected by the
actions of large investors in such Portfolio, if any. For example, as with all
open-end investment companies, if a large investor were to redeem its interest
in a Portfolio, that Portfolio's remaining investors could experience higher pro
rata operating expenses, thereby producing lower returns. As a result, that
Portfolio's security holdings may become less diverse, resulting in increased
risk. Institutional investors in a Portfolio that have a greater pro rata
ownership interest in that Portfolio than its corresponding Fund could have
effective voting control over the operation of that Portfolio. A change in a
Portfolio's fundamental objective, policies and restrictions, which is not
approved by the shareholders of its corresponding Fund could require such Fund
to redeem its interest in the Portfolio. Any such redemption could result in a
distribution in kind of portfolio securities (as opposed to a cash distribution)
by that Portfolio. Should such a distribution occur, the Small Cap Fund and
Value Fund could incur brokerage fees or other transaction costs in converting
such securities to cash. In addition, a distribution in kind could result in a
less diversified portfolio of investments for the Small Cap Fund and Value Fund
and could affect adversely the liquidity of such Funds.

   
See "Management" for a complete description of the investment management fee and
other expenses associated with the investment of the Small Cap Fund and Value
Fund in their corresponding Portfolios. This Prospectus and the Statement of
Additional Information dated October 18, 1995 contain more detailed information
about this organizational structure of the Funds and their corresponding
Portfolios, including information related to: (i) the investment objective,
policies and restrictions of such Funds and their Portfolios; (ii) the Board of
Trustees and officers of the Company, the Trustees and officers of the
Portfolios, the administrator of such Funds and the investment manager and
administrator of the Portfolios; (iii) portfolio transactions and brokerage
commissions; (iv) such Funds' shares, including the rights and liabilities of
its shareholders; (v) additional performance information, including the method
used to calculate yield and total return; and (vi) the determination of the
value of the shares of such Funds.
    

                               Prospectus Page 11
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                                 HOW TO INVEST

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

GENERAL. Advisor Class shares are offered through this Prospectus to (a)
trustees or other fiduciaries purchasing shares for employee benefit plans which
are sponsored by organizations which have at least 250 employees; (b) any
account investing at least $25,000 in one or more G.T. Global Mutual Funds if
(i) a financial planner, trust company, bank trust department or registered
investment adviser has investment discretion over such account, and (ii) the
account holder pays such person as compensation for its advice and other
services an annual fee of at least .50% on the assets in the account ("Advisory
Account"); (c) any account investing at least $25,000 in one or more G.T. Global
Mutual Funds if (i) such account is established under a "wrap fee" program, and
(ii) the account holder pays the sponsor of such program an annual fee of at
least .50% on the assets in the account ("Wrap Fee Account"); (d) accounts
advised by one of the companies comprising or affiliated with the G.T. Group;
and (e) any of the companies comprising or affiliated with the G.T. Group.

Investors known to be eligible to purchase Advisor Class shares will be sold
only Advisor Class shares rather than any other class of shares offered by a
Fund.

Orders received before the close of regular trading on the New York Stock
Exchange ("NYSE") (currently 4:00 p.m. Eastern time, unless weather, equipment
failure or other factors contribute to an earlier closing time) on any Business
Day will be executed at the public offering price for the applicable class of
shares determined that day. A "Business Day" is any day Monday through Friday on
which the NYSE is open for business. All purchase orders will be executed at the
public offering price next determined after the purchase order is received. See
"How to Invest -- Public Offering Price." The Funds and G.T. Global reserve the
right to reject any purchase order and to suspend the offering of shares for a
period of time.

IN ORDER TO INVEST IN ADVISOR CLASS SHARES, INVESTORS WILL BE REQUIRED TO SUBMIT
DOCUMENTATION SATISFACTORY TO G.T. GLOBAL ESTABLISHING THEIR ELIGIBILITY TO
PURCHASE SUCH SHARES.

FOR SPECIFIC INFORMATION ON OPENING AN ACCOUNT, PLEASE CONTACT YOUR FINANCIAL
ADVISOR OR G.T. GLOBAL.
PURCHASES THROUGH BROKER/DEALERS. Shares of the Funds may be purchased through
broker/dealers with which G.T. Global has entered into dealer agreements. Orders
received by such broker/dealers before the close of regular trading on the NYSE
on a Business Day will be effected that day, provided that such order is
transmitted to the Transfer Agent prior to its close of business on such day.
The broker/dealer will be responsible for forwarding the investor's order to the
Transfer Agent so that it will be received prior to such time. After an initial
investment is made and a shareholder account is established through a
broker/dealer, at the investor's option, subsequent purchases may be made
directly through G.T. Global. See "Shareholder Account Manual."

Broker/dealers that do not have dealer agreements with G.T. Global also may
offer to place orders for the purchase of shares. Purchases made through such
broker/dealers will be effected at the public offering price next determined
after the order is received by the Transfer Agent. Such a broker/ dealer may
charge the investor a transaction fee as determined by the broker/dealer. Such
fee may be avoided if shares are purchased through a broker/ dealer that has a
dealer agreement with G.T. Global or directly through G.T. Global.

PURCHASES THROUGH THE DISTRIBUTOR. Investors may purchase shares and open an
account directly through G.T. Global, each Fund's distributor, by completing and
signing the Account Application located at the end of this Prospectus. Investors
should mail to the Transfer Agent the completed Account Application together
with a check to cover the purchase in accordance with the instructions provided
in the Shareholder Account Manual. Purchases will be executed at the public
offering price next determined after the Transfer Agent has received the Account
Application and check. Subsequent investments do not need to be accompanied by
such an application.

Investors also may purchase shares of the Funds through G.T. Global by bank
wire. Bank wire

                               Prospectus Page 12
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
purchases will be effected at the next determined public offering price after
the bank wire is received. Accordingly, a bank wire received by the close of
regular trading on the NYSE on a Business Day will be effected that day. A wire
investment is considered received when the Transfer Agent is notified that the
bank wire has been credited to a Fund. The investor is responsible for providing
prior telephonic or facsimile notice to the Transfer Agent that a bank wire is
being sent. An investor's bank may charge a service fee for wiring money to the
Funds. The Transfer Agent currently does not charge a service fee for
facilitating wire purchases, but reserves the right to do so in the future.
Investors desiring to open an account by bank wire should call the Transfer
Agent at the appropriate toll-free number provided in the Shareholder Account
Manual to obtain an account number and detailed instructions.

CERTIFICATES. In the interest of economy and convenience, physical certificates
representing a Fund's shares will not be issued unless an investor submits a
written request to the Transfer Agent, or unless the investor's broker requests
that the Transfer Agent provide certificates. Shares of a Fund are recorded on a
register by the Transfer Agent, and shareholders who do not elect to receive
certificates have the same rights of ownership as if certificates had been
issued to them. Redemptions and exchanges by shareholders who hold certificates
may take longer to effect than similar transactions involving non-certificated
shares because the physical delivery and processing of properly executed
certificates is required. ACCORDINGLY, THE FUNDS AND G.T. GLOBAL RECOMMEND THAT
SHAREHOLDERS DO NOT REQUEST ISSUANCE OF CERTIFICATES.

                               Prospectus Page 13
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                             HOW TO MAKE EXCHANGES

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

Advisor Class shares of one of the Funds may be exchanged for shares of any
other Fund, and for Advisor Class shares of the other G.T. Global Mutual Funds,
based on their respective net asset values without imposition of any sales
charges, provided that the registration remains identical. This exchange
privilege is available only in those jurisdictions where the sale of G.T Global
Mutual Fund shares to be acquired may be legally made. EXCHANGES ARE NOT
TAX-FREE AND MAY RESULT IN A SHAREHOLDER'S REALIZING A GAIN OR LOSS, AS THE CASE
MAY BE, FOR TAX PURPOSES. See "Dividends, Other Distributions and Federal Income
Taxation."

Other than the Funds, the G.T. Global Mutual Funds currently include:

      -- G.T. GLOBAL: WORLDWIDE GROWTH FUND
      -- G.T. GLOBAL: INTERNATIONAL GROWTH FUND
      -- G.T. GLOBAL: NEW PACIFIC GROWTH FUND
      -- G.T. GLOBAL: EUROPE GROWTH FUND
      -- G.T. GLOBAL: AMERICA GROWTH FUND
      -- G.T. GLOBAL: JAPAN GROWTH FUND
      -- G.T. GLOBAL EMERGING MARKETS FUND
      -- G.T. GLOBAL HEALTH CARE FUND
      -- G.T. GLOBAL FINANCIAL SERVICES FUND
      -- G.T. GLOBAL INFRASTRUCTURE FUND
      -- G.T. GLOBAL NATURAL RESOURCES FUND
      -- G.T. GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
      -- G.T. GLOBAL TELECOMMUNICATIONS FUND
      -- G.T. LATIN AMERICA GROWTH FUND
      -- G.T. GLOBAL GROWTH & INCOME FUND
      -- G.T. GLOBAL GOVERNMENT INCOME FUND
      -- G.T. GLOBAL STRATEGIC INCOME FUND
      -- G.T. GLOBAL HIGH INCOME FUND
      -- G.T. GLOBAL DOLLAR FUND

Up to four exchanges each year may be made without charge. A $7.50 service
charge will be imposed on each subsequent exchange. Exchange requests received
in good order by the Transfer Agent before the close of regular trading on the
NYSE on any Business Day will be processed at the net asset value calculated on
that day.

A shareholder interested in making an exchange should write or call his or her
broker/dealer or the Transfer Agent to request the prospectus of the other G.T.
Global Mutual Fund(s) being considered. Certain brokers may charge a fee for
handling exchanges.
EXCHANGES BY TELEPHONE. A shareholder may give exchange instructions to the
shareholder's broker/ dealer or to the Transfer Agent by telephone at the
appropriate toll-free number provided in the Shareholder Account Manual.
Exchange orders will be accepted by telephone provided that the exchange
involves only uncertificated shares on deposit in the shareholder's account or
for which certificates previously have been deposited.

Shareholders automatically have telephone privileges to authorize exchanges. The
Funds, G.T. Global and the Transfer Agent shall not be liable for any loss or
damage for acting in good faith upon instructions received by telephone and
reasonably believed to be genuine. The Funds employ reasonable procedures to
confirm that instructions communicated by telephone are genuine, including
requiring some form of personal identification prior to acting upon instructions
received by telephone, providing written confirmation of such transactions,
and/or tape recording of telephone instructions. The Funds may be liable for any
losses due to unauthorized or fraudulent instructions if they do not follow
reasonable procedures.

EXCHANGES BY MAIL. Exchange orders should be sent by mail to the investor's
broker/dealer or to the Transfer Agent at the address set forth in the
Shareholder Account Manual.

OTHER INFORMATION ABOUT EXCHANGES. Purchases, redemptions and exchanges should
be made for investment purposes only. A pattern of frequent exchanges, purchases
and sales is not acceptable and can be limited by a Fund's or G.T. Global's
refusal to accept further purchase and exchange orders from the investor or
broker/dealer. The terms of the exchange offer described above may be modified
at any time, on 60 days' prior written notice to shareholders.

                               Prospectus Page 14
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                              HOW TO REDEEM SHARES

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

As described below, shares of the Funds may be redeemed at their net asset value
and redemption proceeds will be sent within seven days of the execution of a
redemption request. Shareholders with broker/dealers that sell shares may redeem
shares through such broker/dealers; if the shares are held in the
broker/dealer's "street name," the redemption must be made through the broker/
dealer. Other shareholders may redeem shares through the Transfer Agent.

REDEMPTIONS THROUGH BROKER/DEALERS. Shareholders with accounts at broker/dealers
that sell shares of the Funds may submit redemption requests to such
broker/dealers. Broker/dealers may honor a redemption request either by
repurchasing shares from a redeeming shareholder at the shares' net asset value
next computed after the broker/dealer receives the request or by forwarding such
requests to the Transfer Agent (see "How to Redeem Shares -- Redemptions Through
the Transfer Agent"). Redemption proceeds normally will be paid by check or, if
offered by the broker/dealer, credited to the shareholder's brokerage account at
the election of the shareholder. Broker/dealers may impose a service charge for
handling redemption transactions placed through them and may have other
requirements concerning redemptions. Accordingly, shareholders should contact
their broker/dealers for more details.

REDEMPTIONS THROUGH THE TRANSFER AGENT. Redemption requests may be transmitted
to the Transfer Agent by telephone or by mail, in accordance with the
instructions provided in the Shareholder Account Manual. All redemptions will be
effected at the net asset value next determined after the Transfer Agent has
received the request in good order and any required supporting documentation.
Redemption requests received before the close of regular trading on the NYSE on
any Business Day will be effected at the net asset value calculated on that day.
Redemption requests will not require a signature guarantee if the redemption
proceeds are to be sent either: (i) to the redeeming shareholder at the
shareholder's address of record as maintained by the Transfer Agent, provided
the shareholder's address of record has not been changed within the preceding
thirty days; or (ii) directly to a pre-designated bank, savings and loan or
credit union account ("Pre-Designated Account"). ALL OTHER REDEMPTION REQUESTS
MUST BE ACCOMPANIED BY A SIGNATURE GUARANTEE OF THE REDEEMING SHAREHOLDER'S
SIGNATURE. A signature guarantee can be obtained from any bank, U.S. trust
company, a member firm of a U.S. stock exchange or a foreign branch of any of
the foregoing or other eligible guarantor institution. A notary public is not an
acceptable guarantor. A shareholder with questions concerning the Funds'
signature guarantee requirement should contact the Transfer Agent.

Shareholders may qualify to have redemption proceeds sent to a Pre-Designated
Account by completing the appropriate section of the Account Application at the
end of this Prospectus. Shareholders with Pre-Designated Accounts should request
that redemption proceeds be sent either by bank wire or by check. The minimum
redemption amount for a bank wire is $1,000. Shareholders requesting a bank wire
should allow two business days from the time the redemption request is effected
for the proceeds to be deposited in the shareholder's Pre-Designated Account.
See "How to Redeem Shares -- Other Important Redemption Information."
Shareholders may change their Pre-Designated Accounts only by a letter of
instruction to the Transfer Agent containing all account signatures, each of
which must be guaranteed. The Transfer Agent currently does not charge a bank
wire service fee on each wire redemption sent, but reserves the right to do so
in the future.

REDEMPTIONS BY TELEPHONE. Redemption requests may be made by telephone by
calling the Transfer Agent at the appropriate toll-free number provided in the
Shareholder Account Manual. Shareholders who hold certificates for shares may
not redeem by telephone. REDEMPTION REQUESTS MAY NOT BE MADE BY TELEPHONE FOR
THIRTY DAYS FOLLOWING ANY CHANGE OF THE SHAREHOLDER'S ADDRESS OF RECORD.

Shareholders automatically have telephone privileges to authorize redemptions.
The Funds, G.T. Global and the Transfer Agent shall not be liable for any loss
or damage for acting in good faith

                               Prospectus Page 15
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
upon instructions received by telephone and reasonably believed to be genuine.
The Funds employ reasonable procedures to confirm that instructions communicated
by telephone are genuine, including requiring some form of personal
identification prior to acting upon instructions received by telephone,
providing written confirmation of such transactions, and/or tape recording of
telephone instructions. The Funds may be liable for any losses due to
unauthorized or fraudulent instructions if they do not follow reasonable
procedures.

REDEMPTIONS BY MAIL. Redemption requests should be mailed directly to the
Transfer Agent at the appropriate address provided in the Shareholder Account
Manual. As discussed above, requests for payment of redemption proceeds to a
party other than the registered account owner(s) and/or requests that redemption
proceeds be mailed to an address other than the shareholder's address of record
require a signature guarantee. In addition, if the shareholder's address of
record has been changed within the preceding thirty days, a signature guarantee
is required. Redemptions of shares for which certificates have been issued must
be accompanied by properly endorsed share certificates.

OTHER IMPORTANT REDEMPTION INFORMATION. A request for redemption will not be
processed until all of the necessary documentation has been received in good
order. A shareholder in doubt about what documents are required should contact
his or her broker/dealer or the Transfer Agent.

Except in extraordinary circumstances and as permitted under the 1940 Act,
payment for shares redeemed by telephone or by mail will be made promptly after
receipt of a redemption request, if in good order, but not later than seven days
after the date the request is executed. Requests for redemption which are
subject to any special conditions or which specify a future or past effective
date cannot be accepted.

If the Transfer Agent is requested to redeem shares for which a Fund has not yet
received good payment, the Fund may delay payment of redemption proceeds until
it has assured itself that good payment has been collected for the purchase of
the shares. In the case of purchases by check, it can take up to 10 business
days to confirm that the check has cleared and good payment has been received.
Redemption proceeds will not be delayed when shares have been paid for by wire
or when the investor's account holds a sufficient number of shares for which
funds already have been collected.

G.T. Global reserves the right to redeem the shares of any Advisory Account or
Wrap Fee Account if the amount invested in G.T. Global Mutual Funds through such
account is reduced to less than $25,000 through redemptions or other action by
the shareholder. Written notice will be given to the shareholder at least 60
days prior to the date fixed for such redemption, during which time the
shareholder may increase the amount invested in G.T. Global Mutual Funds through
such account to an aggregate amount of $25,000 or more.

                               Prospectus Page 16
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                           SHAREHOLDER ACCOUNT MANUAL

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

   
Shareholders are encouraged to place purchase, exchange and redemption orders
through their broker/dealers. Shareholders also may place such orders directly
through G.T. Global in accordance with this Manual. See "How to Invest"; "How to
Make Exchanges"; "How to Redeem Shares"; and "Dividends, Other Distributions and
Federal Income Taxation -- Taxes" for more information.
    

Each Fund's Transfer Agent is G.T. GLOBAL INVESTOR SERVICES, INC.

INVESTMENTS BY MAIL

Send completed Account Application (if initial purchase) or letter stating Fund
name, class of shares, shareholder's registered name and account number (if
subsequent purchase) with a check to:

    G.T. Global
    P.O. Box 7345
    San Francisco, California 94120-7345

INVESTMENTS BY BANK WIRE

An investor opening a new account should call 1-800-223-2138 to obtain an
account number. WITHIN SEVEN DAYS OF PURCHASE SUCH AN INVESTOR MUST SEND A
COMPLETED ACCOUNT APPLICATION CONTAINING THE INVESTOR'S CERTIFIED TAXPAYER
IDENTIFICATION NUMBER TO G.T. GLOBAL AT THE ADDRESS PROVIDED ABOVE UNDER
"INVESTMENTS BY MAIL." Wire instructions must state Fund name, class of shares,
shareholder's registered name and account number. Bank wires should be sent
through the Federal Reserve Bank Wire System to:

    WELLS FARGO BANK, N.A.
    ABA 121000248
    Attn: G.T. GLOBAL
         ACCOUNT NO. 4023-050701
    (Stating Fund name, class of shares, shareholder's registered name and
    account number)

EXCHANGES BY TELEPHONE

Call G.T. Global at 1-800-223-2138

EXCHANGES BY MAIL

Send complete instructions, including name of Fund exchanging from, amount of
exchange, class of shares, name of the G.T. Global Mutual Fund exchanging into,
shareholder's registered name and account number, to:

    G.T. Global
    P.O. Box 7893
    San Francisco, California 94120-7893

REDEMPTIONS BY TELEPHONE

Call G.T. Global at 1-800-223-2138

REDEMPTIONS BY MAIL

Send complete instructions, including name of Fund, class of shares, amount of
redemption, shareholder's registered name and account number, to:

    G.T. Global
    P.O. Box 7893
    San Francisco, California 94120-7893

OVERNIGHT MAIL

Overnight mail services do not deliver to post office boxes. To send purchase,
exchange or redemption orders by overnight mail, comply with the above
instructions but send to the following:

    G.T. Global Investor Services
    California Plaza
    2121 N. California Boulevard
    Suite 450
    Walnut Creek, CA 94596

ADDITIONAL QUESTIONS

Shareholders with additional questions regarding purchase, exchange and
redemption procedures may call G.T. Global at 1-800-223-2138.

                               Prospectus Page 17
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                         CALCULATION OF NET ASSET VALUE

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

Each Fund calculates its net asset value as of the close of regular trading on
the NYSE (currently 4:00 p.m. Eastern Time, unless weather, equipment failure or
other factors contribute to an earlier closing time) each Business Day. Each
Fund's net asset value per share is computed by determining the value of its
total assets (which is the value of such Fund's investment in its corresponding
Portfolio), subtracting all the Fund's liabilities, and dividing the result by
the total number of shares outstanding at such time. Net asset value is
determined separately for each class of shares of each Fund.

Equity securities held by the Portfolios are valued at the last sale price on
the exchange or in the principal over-the-counter market in which such
securities are traded, as of the close of business on the day the securities are
being valued or, lacking any sales, at the last available bid price. Long-term
debt obligations are valued at the mean of representative quoted bid or asked
prices for such securities, or, if such prices are not available, at prices for
securities of comparable maturity, quality and type; however, when G.T. Capital
deems it appropriate, prices obtained from a bond pricing service will be used.
Short-term debt investments are amortized to maturity based on their cost,
provided that such valuations represent fair value. When market quotations for
futures and options positions held by a Portfolio are readily available, those
positions will be valued based upon such quotations.

Securities and other assets for which market quotations are not readily
available are valued at fair value determined in good faith by or under
direction of the Portfolios' Board of Trustees.

Certain of the Portfolios' securities, from time to time, may be traded
primarily on over-the-counter ("OTC") dealer markets which may trade on days
when the NYSE is closed (such as Saturday). As a result, the net asset values of
the Funds' shares may be affected significantly by such trading on days when
shareholders have no access to the Funds.

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

                         DIVIDENDS, OTHER DISTRIBUTIONS
                          AND FEDERAL INCOME TAXATION
- --------------------------------------------------------------------------------

DIVIDENDS AND OTHER DISTRIBUTIONS. Each Fund annually declares as a dividend all
its net investment income, if any, which includes dividends, accrued interest
and earned discount (including both original issue and market discounts) less
applicable expenses. Each Fund also normally distributes for each fiscal year
substantially all of its realized net short-term capital gain (the excess of
short-term capital gains over short-term capital losses), net capital gain (the
excess of net long-term capital gain over net short-term capital loss) and net
gains from foreign currency transactions, if any. Each Fund may make an
additional dividend or other distribution if necessary to avoid a 4% excise tax
on certain undistributed income and gain.

Dividends and other distributions paid by each Fund with respect to all classes
of its shares are calculated in the same manner and at the same time. The per
share income dividends on Advisor Class shares of a Fund will be higher than the
per share income dividends on shares of other classes of that Fund as a result
of the service and distribution fees applicable to those other shares.
SHAREHOLDERS MAY ELECT:

/ / to have all dividends and other distributions automatically reinvested in
    additional Advisor Class shares of the distributing Fund (or other G.T.
    Global Mutual Funds) or

/ / to receive dividends in cash and have other distributions automatically
    reinvested in additional Advisor Class shares of the distributing Fund (or
    other G.T. Global Mutual Funds) or

/ / to receive other distributions in cash and have dividends automatically
    reinvested in additional

                               Prospectus Page 18
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
  Advisor Class shares of the distributing Fund (or other G.T. Global Mutual
    Funds) or

/ / to receive dividends and other distributions in cash.

Automatic reinvestments in additional Advisor Class shares are made at net asset
value. IF NO ELECTION IS MADE BY A SHAREHOLDER, ALL DIVIDENDS WITHOUT IMPOSITION
OF A SALES CHARGE AND OTHER DISTRIBUTIONS WILL BE AUTOMATICALLY REINVESTED IN
ADDITIONAL ADVISOR CLASS SHARES OF THE DISTRIBUTING FUND. Reinvestments in
another G.T. Global Mutual Fund may only be directed to an account with the
identical shareholder registration and account number. These elections may be
changed by a shareholder at any time; to be effective with respect to a
distribution, the shareholder or the shareholder's broker must contact the
Transfer Agent by mail or telephone at least 15 Business Days prior to the
payment date. THE FEDERAL INCOME TAX STATUS OF DIVIDENDS AND OTHER DISTRIBUTIONS
IS THE SAME WHETHER THEY ARE RECEIVED IN CASH OR REINVESTED IN ADDITIONAL
SHARES.

Any dividend or other distribution paid by a Fund has the effect of reducing the
net asset value per share on the ex-dividend date by the amount thereof.
Therefore, a dividend or other distribution paid shortly after a purchase of
shares would represent, in substance, a return of capital to the shareholder (to
the extent it is paid on the shares so purchased), even though subject to income
tax, as discussed below.

TAXES. Each Fund intends to qualify for treatment as a regulated investment
company under the Code. In each taxable year that a Fund so qualifies, the Fund
(but not its shareholders) will be relieved of federal income tax on that part
of its investment company taxable income (consisting generally of net investment
income, net gains from certain foreign currency transactions and net short-term
capital gain) and net capital gain that is distributed to its shareholders. Each
Portfolio expects that it also will not be liable for any income tax.

Dividends from a Fund's investment company taxable income (whether paid in cash
or reinvested in additional shares) are taxable to its shareholders as ordinary
income to the extent of the Fund's earnings and profits. Distributions of a
Fund's net capital gain, when designated as such, are taxable to its
shareholders as long-term capital gains, regardless of how long they have held
their Fund shares and whether such distributions are paid in cash or reinvested
in additional shares.

Each Fund provides federal tax information to its shareholders annually,
including information about dividends and other distributions paid during the
preceding year and, under certain circumstances, the shareholders' respective
shares of any foreign taxes paid by the Fund, in which event each shareholder
would be required to include in his or her gross income his or her pro rata
share of those taxes but might be entitled to claim a credit or deduction for
them.

Each Fund must withhold 31% from dividends, capital gain distributions and
redemption proceeds payable to any individuals and certain other noncorporate
shareholders who have not furnished to the Fund a correct taxpayer
identification number or a properly completed claim for exemption on Form W-8 or
W-9. Withholding at that rate also is required from dividends and capital gain
distributions payable to such shareholders who otherwise are subject to backup
withholding. Fund accounts opened via a bank wire purchase (see "How to Invest
- -- Purchases Through the Distributor") are considered to have uncertified
taxpayer identification numbers unless a completed Form W-8 or W-9 or Account
Application is received by the Transfer Agent within seven days after the
purchase. A shareholder should contact the Transfer Agent if the shareholder is
uncertain whether a proper taxpayer identification number is on file with a
Fund.

A redemption of Fund shares may result in taxable gain or loss to the redeeming
shareholder, depending upon whether the redemption proceeds are more or less
than the shareholder's adjusted basis for the redeemed shares. An exchange of
Fund shares for shares of another G.T. Global Mutual Fund generally will have
similar tax consequences. In addition, if Fund shares are purchased within 30
days before or after redeeming other shares of the same Fund (regardless of
class) at a loss, all or a part of the loss will not be deductible and instead
will increase the basis of the newly purchased shares.

The foregoing is only a summary of some of the important federal tax
considerations generally affecting each Fund and its shareholders. See "Taxes"
in the Statement of Additional Information for a further discussion. There may
be other federal, state, local or foreign tax considerations applicable to a
particular investor. Prospective investors therefore are urged to consult their
tax advisers.

                               Prospectus Page 19
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                                   MANAGEMENT

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

The Company's Board of Trustees has overall responsibility for the operation of
the Funds. Pursuant to such responsibility, the Board has approved contracts
with various financial organizations to provide, among other things, day to day
management services required by the Funds. Each Portfolio's Board of Trustees
has overall responsibility for the operation of each Portfolio. See "Directors,
Trustees, and Executive Officers" in the Statement of Additional Information for
a complete description of the Trustees of the Funds and the Portfolios. A
majority of the disinterested members (as defined in the 1940 Act) of the Board
of the Company and of the Portfolios have adopted written procedures reasonably
appropriate to deal with potential conflicts of interest arising concerning the
Funds and their corresponding Portfolios up to and including creating a separate
Board of Trustees of the Portfolios.

   
INVESTMENT MANAGEMENT AND ADMINISTRATION. Services provided by G.T. Capital as
each Portfolio's investment manager and administrator include, but are not
limited to, determining the composition of the investment portfolio of the
Portfolios and placing orders to buy, sell or hold particular securities. In
addition, G.T. Capital provides the following administrative services to the
Portfolios and the Funds: furnishing corporate officers and clerical staff;
providing office space, services and equipment; and supervising all matters
relating to the Portfolio's and the Fund's operations. For these services, each
Fund pays G.T. Capital administration fees at the annualized rate of 0.25% of
such Fund's average daily net assets. In addition, each such Fund bears its pro
rata portion of the investment management and administration fees paid by its
corresponding Portfolio to G.T. Capital. The Portfolios each pay such fees,
based on the average daily net assets of such Portfolio, directly to G.T.
Capital at the annualized rate of .475% on the first $500 million, .45% on the
next $500 million, .425% on the next $500 million and .40% on all amounts
thereafter. Effective July 1, 1995, G.T. Capital serves as each Fund's pricing
and accounting agent. The monthly fee for these services to G.T. Capital is a
percentage, not to exceed 0.03% annually, of the Fund's average daily net
assets. The annual fee rate is derived by applying 0.03% to the first $5 billion
of assets of all registered mutual funds advised by G.T. Capital ("G.T. Funds")
and 0.02% to the assets in excess of $5 billion and dividing the result by the
aggregate assets of the G.T. Funds.
    

G.T. Capital, organized in 1973, provides investment management and/or
administrative services to all the G.T. Global Mutual Funds as well as to other
institutional, corporate and individual clients. The offices of G.T. Capital are
located at 50 California Street, 27th Floor, San Francisco, California 94111.

G.T. Capital is the U.S. member of the G.T. Group, an international investment
advisory organization established in 1969 for the purpose of rendering
international portfolio management services to both institutional and individual
clients. Since the G.T. Group was established, it has gained a reputation as a
leader in identifying and investing in emerging and established markets around
the world. As of August 31, 1995, aggregate assets under G.T. Group management
exceeded $22 billion.

In addition to the San Francisco office, the G.T. Group maintains fully staffed
investment offices in London, Hong Kong, Tokyo, Singapore and Sydney. Many of
G.T. Capital's investment managers are natives of the countries in which they
invest, and have the advantage of being close to the financial markets they
follow and speaking the languages of local corporate and government leaders.
G.T. Capital's experienced management team is situated to react quickly to
changes in foreign markets that are in time zones different from those in the
United States.

G.T. Capital and the other companies in the G.T. Group are subsidiaries of BIL
GT Group Limited ("BIL GT Group"), a financial services holding company. BIL GT
Group in turn is controlled by the Prince of Liechtenstein Foundation, which
serves as the parent organization for the various business enterprises of the
Princely Family of Liechtenstein. Its principal business address is Herrengasse
12, FL-9490, Vaduz, Liechtenstein.

In managing the Portfolios, G.T. Capital employs a team approach, taking
advantage of the resources of its various investment offices around the world

                               Prospectus Page 20
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
in seeking to achieve each Portfolio's investment objective. In addition, in
managing the Portfolios these individuals utilize the research and related work
of other members of G.T. Capital's investment staff.

The investment professionals primarily responsible for the portfolio management
of each Portfolio are as follows:

                              SMALL CAP PORTFOLIO

<TABLE>
<CAPTION>
                                                 RESPONSIBILITIES FOR                    BUSINESS EXPERIENCE
NAME/OFFICE                                         THE PORTFOLIO                          LAST FIVE YEARS
- --------------------------------------  --------------------------------------  --------------------------------------
<S>                                     <C>                                     <C>
Kevin L. Wenck                          Portfolio Manager since Portfolio       Portfolio Manager for G.T. Capital
 San Francisco                           inception                               since 1991. Prior thereto Mr. Wenck
                                                                                 was a Portfolio Manager for Matuschka
                                                                                 Co. (Greenwich, CT)
</TABLE>

                                VALUE PORTFOLIO

<TABLE>
<CAPTION>
                                                 RESPONSIBILITIES FOR                    BUSINESS EXPERIENCE
NAME/OFFICE                                         THE PORTFOLIO                          LAST FIVE YEARS
- --------------------------------------  --------------------------------------  --------------------------------------
<S>                                     <C>                                     <C>
Soraya M. Betterton                     Portfolio Manager since Portfolio       Portfolio Manager for G.T. Capital
 San Francisco                           inception
</TABLE>

In placing orders for a Portfolio's securities transactions, G.T. Capital seeks
to obtain the best net results. G.T. Capital has no agreement or commitment to
place orders with any broker/dealer. Debt securities generally are traded on a
"net" basis with a dealer acting as principal for its own account without a
stated commission, although the price of the security usually includes a profit
to the dealer. U.S. government securities and money market instruments generally
are traded in the OTC markets. In underwritten offerings, securities usually are
purchased at a fixed price which includes an amount of compensation to the
underwriter. On occasion, securities may be purchased directly from an issuer,
in which case no commissions or discounts are paid. Broker/dealers may receive
commissions on futures and options transactions. Consistent with its obligation
to obtain the best net results, G.T. Capital may consider a broker/ dealer's
sale of shares of the G.T. Global Mutual Funds as a factor in considering
through whom portfolio transactions will be effected. Brokerage transactions for
the Portfolios may be executed through any of the BIL GT Group affiliates.

G.T. Capital anticipates that the annual turnover rate of each Portfolio will
not exceed 75%. However, G.T. Capital does not regard portfolio turnover as a
limiting factor and will buy or sell securities for each Portfolio as necessary
in response to market conditions to meet each Portfolio's objective of long-term
capital appreciation. The portfolio turnover rate is calculated by dividing the
lesser of sales or purchases of portfolio securities by each Portfolio's average
month-end portfolio value, excluding short-term investments. For purposes of
this calculation, portfolio securities exclude purchases and sales of debt
securities having a maturity at the date of purchase of one year or less. High
portfolio turnover involves correspondingly greater transaction costs in the
form of dealer spreads or brokerage commissions and other costs that a Portfolio
will bear directly and may result in the realization of net capital gains that
are taxable to that Fund's shareholders.

DISTRIBUTION OF FUND SHARES. G.T. Global is the distributor, or principal
underwriter, of each Fund's Advisor Class shares. Like G.T. Capital, G.T. Global
is a subsidiary of BIL GT Group with offices at 50 California Street, 27th
Floor, San Francisco, California 94111.

G.T. Global, at its own expense, may provide additional promotional incentives
to broker/dealers that sell shares of the Funds and/or shares of the other G.T.
Global Mutual Funds. In some instances additional compensation or promotional
incentives may be offered to broker/dealers that have sold or may sell
significant amounts of shares during specified periods of time. Such
compensation and incentives may include, but are not limited to, cash,
merchandise, trips and financial assistance to brokers in connection with
preapproved conferences or seminars, sales or training programs for invited
sales personnel, payment for travel expenses

                               Prospectus Page 21
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
(including meals and lodging) incurred by sales personnel and members of their
families or other invited guests to various locations for such seminars or
training programs, seminars for the public, advertising and sales campaigns
regarding one or more of the G.T. Global Mutual Funds, and/or other events
sponsored by the broker/dealer.

In addition, G.T. Capital makes ongoing payments to brokerage firms, financial
institutions (including banks) and others that facilitate the administration and
servicing of Advisor Class shareholder accounts.

The Glass-Steagall Act and other applicable laws, among other things, generally
prohibit federally chartered or supervised banks from engaging in the business
of underwriting or distributing securities. Accordingly, G.T. Global intends to
engage banks (if at all) only to perform administrative and shareholder
servicing functions. If a bank was prohibited from so acting, its shareholder
clients would be permitted to remain shareholders, and alternative means for
continuing the servicing of such shareholders would be sought. It is not
expected that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences.

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

                               OTHER INFORMATION

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

   
CONFIRMATIONS AND REPORTS TO SHAREHOLDERS. Each time a transaction is made that
affects a shareholder's account in a Fund, such as an additional investment,
redemption or the payment of a dividend or other distribution, the shareholder
will receive from the Transfer Agent a confirmation statement reflecting the
transaction. Confirmations for transactions effected pursuant to a Fund's
automatic dividend reinvestment program may be provided quarterly. Shortly after
the end of the Funds' fiscal year on December 31 and fiscal half-year on June 30
of each year, shareholders will receive an annual and semiannual report,
respectively. Under certain circumstances, duplicate mailings of such reports to
the same household may be consolidated. For additional copies of financial
reports, please call 1-800-223-2138. These reports list the securities held by
each Fund and include each Fund's financial statements. In addition, the federal
income tax status of distributions made by the Funds to shareholders will be
reported after the end of the fiscal year on Form 1099-DIV.
    

ORGANIZATION. The Company is organized as a Massachusetts business trust and is
registered with the SEC as a diversified open-end management investment company.

Each Fund corresponds to a distinct investment portfolio and a distinct series
of the Company's shares of beneficial interest. From time to time, the Company's
Board of Trustees may, in its discretion, establish additional funds and issue
shares of additional series of the Company's shares of beneficial interest.
Shares of each Fund are entitled to one vote per share (with proportional voting
for fractional shares) and are freely transferable. Shareholders have no
preemptive or conversion rights.

On any matter submitted to a vote of shareholders, shares of each Fund will be
voted by that Fund's shareholders individually when the matter affects the
specific interest of that Fund only, such as approval of that Fund's investment
management arrangements. In addition, each class of shares of a Fund has
exclusive voting rights with respect to its distribution plan. The shares of all
the Company's Funds will be voted in the aggregate on other matters, such as the
election of Trustees and ratification of the selection by the Board of Trustees
of the Company's independent accountants.

The Company normally will not hold meetings of shareholders, except as required
under the 1940 Act. The Company would be required to hold a shareholders meeting
in the event that at any time less than a majority of the Trustees holding
office had been elected by shareholders. Trustees shall continue to hold office
until their successors are elected and have qualified. Shares of the Company's
Funds do not have cumulative voting rights, which means that the holders of a
majority of the shares voting for the election of Trustees can elect all the
Trustees. A Trustee may be removed upon a

                               Prospectus Page 22
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
majority vote of the shareholders qualified to vote in the election.
Shareholders holding 10% of the Company's outstanding voting securities may call
a meeting of shareholders for the purpose of voting upon the question of removal
of any Trustee or for any other purpose. The 1940 Act requires the Company to
assist shareholders in calling such a meeting.

Advisor Class shares are offered through this Prospectus to certain investors.
There are two other classes of shares offered to investors through a separate
prospectus: Class A shares and Class B shares.

CLASS A. Class A shares are sold at net asset value plus an initial sales charge
of up to 4.75% of the public offering price imposed at the time of purchase.
This initial sales charge is reduced or waived for certain purchases. Class A
shares of each Fund also bear annual service and distribution fees of up to
0.35% of the average daily net assets of that class.

CLASS B. Class B shares are sold at net asset value with no initial sales charge
at the time of purchase. Class B shares bear annual service and distribution
fees of up to 1.00% of the average daily net assets of that class, and investors
pay a contingent deferred sales charge of up to 5% of the lesser of the original
purchase price or the net asset value of such shares at the time of redemption.
This deferred sales charge is waived for certain redemptions and is reduced for
shares held more than one year.

The different expenses borne by each class of shares will result in different
net asset values and dividends. The per share net asset value of the Advisor
Class shares of a Fund generally will be higher than that of a Class A and B
shares of that Fund because of the higher expenses borne by the Class A and B
shares. The per share dividends on Advisor Class shares of a Fund will generally
be higher than the per share dividends on Class A and B shares of that Fund as a
result of the service and distribution fees applicable with respect to Class A
and B shares. Consequently, during comparable periods, the Funds expect the
total return on an investment in shares of the Advisor Class will be higher than
the total return on Class A or B shares.

Pursuant to the Company's Declaration of Trust, the Company may issue an
unlimited number of shares for each of the Funds, including an unlimited number
of Class A, Class B and Advisor Class shares of each Fund. Each share of a Fund
represents an interest in the Fund only, has no par value, represents an equal
proportionate interest in the Fund with other shares of the Fund and is entitled
to such dividends and distributions out of the income earned and gain realized
on the assets belonging to the Fund as may be declared by the Board of Trustees.
Each Class A, Class B and Advisor Class share of each Fund is equal as to
earnings, assets and voting privileges to each other share in such Fund, except
as noted above, and each class bears the expenses, if any, related to the
distribution of its shares. Shares of the Funds, when issued, are fully paid and
nonassessable.

ORGANIZATION OF THE PORTFOLIOS. Each Portfolio is organized as a subtrust of a
New York common law trust. The Declaration of Trust provides that the Small Cap
Fund, Value Fund and other entities investing in its corresponding Portfolio
(E.G., other investment companies, insurance company separate accounts and
common and commingled trust funds), if any, each will be liable for all
obligations of that Portfolio. However, the Trustees of the Company believe that
the risk of such Funds' incurring financial loss because of such liability is
limited to circumstances in which both inadequate insurance existed and each of
the Portfolios itself was unable to meet its obligations, and that neither the
Funds nor their shareholders will be exposed to a material risk of liability by
reason of the Funds investing in their corresponding Portfolios.

Whenever a Fund is requested to vote on any proposal of its corresponding
Portfolio, such Fund will hold a meeting of such Fund's shareholders and will
cast its vote as instructed by its shareholders. As is true for many investment
companies, a majority of the outstanding voting securities can control the
results of certain shareholder votes. Because a Portfolio investors' votes are
proportionate to their percentage interests in that Portfolio, one or more other
Portfolio investors could, in certain instances, approve an action against which
a majority of the outstanding voting securities of its corresponding Fund had
voted. This could result in that Fund redeeming its investment in its
corresponding Portfolio, which could result in increased expenses for that Fund.
Whenever the shareholders of a Fund are called to vote on matters related to its
corresponding Portfolio, the Trustees of the Company shall vote shares for which
they receive no voting instructions in the same proportion as the shares for
which they do receive voting instructions. Any information received from the
Small Cap Portfolio and Value Portfolio in the Portfolio's reports to
shareholders will be provided to the shareholders of its corresponding Fund.

                               Prospectus Page 23
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

   
Each investor in a Portfolio, including its corresponding Fund, may add to or
reduce his or her investment in that Portfolio on each day the NYSE is open for
trading. As of the close of regular trading on the NYSE of each such day, the
value of each such investor's beneficial interest in that Portfolio will be
determined by multiplying the net asset value of that Portfolio by the
percentage, effective for that day, which represents that investor's share of
the aggregate beneficial interests in that Portfolio. Any additions or
reductions, which are to be effected as of the close of the regular trading on
the NYSE, on such day, will then be effected. The investor's percentage of the
aggregate beneficial interests in that Portfolio will then be recomputed as the
percentage equal to the fraction (i) the numerator of which is the value of such
investor's investment in that Portfolio as of the close of regular trading on
the NYSE, on such day plus or minus, as the case may be, the amount of net
additions to or reductions from the investor's investment in that Portfolio
effected as of that time, and (ii) the denominator of which is the aggregate net
asset value of that Portfolio as of that time, on such day, plus or minus, as
the case may be, the amount of net additions to or reductions from the aggregate
investments in that Portfolio by all investors in that Portfolio. The percentage
so determined will then be applied to determine the value of the investor's
interest in that Portfolio as of the close of regular trading on the NYSE, on
the following day the NYSE is open for trading.
    

Each Portfolio is classified as a "diversified" fund under the 1940 Act, which
means that, with respect to 75% of the Portfolio's total assets: (i) no more
than 5% will be invested in the securities of any one issuer, and (ii) each
Portfolio will purchase no more than 10% of the outstanding voting securities of
any one issuer.

SHAREHOLDER INQUIRIES. Shareholder inquiries may be made by calling the Funds
toll free at (800) 223-2138 or by writing to the Funds at 50 California Street,
27th Floor, San Francisco, California 94111.

PERFORMANCE INFORMATION. Each Fund, from time to time, may include information
on its investment results and/or comparisons of its investment results to
various unmanaged indices or results of other mutual funds or groups of mutual
funds in advertisements, sales literature or reports furnished to present or
prospective shareholders.

In such materials, a Fund may quote its average annual total return
("Standardized Return"). Standardized Return is calculated separately for each
class of shares of each Fund. Standardized Return shows percentage rates
reflecting the average annual change in the value of an assumed investment in
the Fund at the end of a one-year period and at the end of five- and ten-year
periods, reduced by the maximum applicable sales charge imposed on sales of Fund
shares. If a one-, five- and/or ten-year period has not yet elapsed, data will
be provided as of the end of a shorter period corresponding to the life of the
Fund. Standardized Return assumes the reinvestment of all dividends and capital
gain distributions at net asset value on the reinvestment date established by
the Board of Trustees.

In addition, in order to more completely represent a Fund's performance or more
accurately compare such performance to other measures of investment return, a
Fund also may include in advertisements, sales literature and shareholder
reports other total return performance data ("Non-Standardized Return").
Non-Standardized Return reflects percentage rates of return encompassing all
elements of return (i.e., income and capital appreciation or depreciation); it
assumes reinvestment of all dividends and capital gain distributions.
Non-Standardized Return may be quoted for the same or different periods as those
for which Standardized Return is quoted; it may consist of an aggregate or
average annual percentage rate of return, actual year-by-year rates or any
combination thereof. Non-Standardized Return may or may not take sales charges
into account; performance data calculated without taking the effect of sales
charges into account will be higher than data including the effect of such
charges.

   
Each Fund's performance data reflect past performance and are not necessarily
indicative of future results. A Fund's investment results will vary from time to
time depending upon market conditions, the composition of its portfolio and its
operating expenses. These factors and possible differences in calculation
methods should be considered when comparing a Fund's investment results with
those published for other investment companies, other investment vehicles and
unmanaged indices. A Fund's results also should be considered relative to the
risks associated with its investment objective and policies. Each Fund will
include performance data for all classes of shares of the Fund in any
advertisement or information including performance data for such Fund. See
"Investment Results" in the Statement of Additional Information.
    

Each Fund's annual report contains additional information with respect to its
performance. The annual report is available to investors upon request and free
of charge.

                               Prospectus Page 24
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

TRANSFER AGENT. Shareholder servicing, reporting and general transfer agent
functions for the Funds are performed by G.T. Global Investor Services, Inc. The
Transfer Agent is an affiliate of G.T. Capital and G.T. Global, a subsidiary of
BIL GT Group and maintains offices at California Plaza, 2121 N. California
Boulevard, Suite 450, Walnut Creek, California 94596.

CUSTODIAN. State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110 is custodian of each Fund's and each Portfolio's assets.

COUNSEL. The law firm of Kirkpatrick & Lockhart LLP, 1800 M Street, N.W.,
Washington, D.C. 20036-5891, acts as counsel to the Company and the Funds.
Kirkpatrick & Lockhart LLP also acts as counsel to G.T. Capital, G.T. Global and
G.T. Global Investor Services, Inc. in connection with other matters.

INDEPENDENT ACCOUNTANTS. Each Portfolio's and each Fund's independent
accountants are Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts 02109. Coopers & Lybrand L.L.P. conducts an annual audit of the
Funds and Portfolios, assists in the preparation of the Funds' and Portfolios'
federal and state income tax returns and consults with the Company, the Funds
and the Portfolios as to matters of accounting, regulatory filings, and federal
and state income taxation.

MULTIPLE TRANSLATIONS OF THE PROSPECTUS. This Prospectus may be translated into
other languages. In the event of any inconsistency or ambiguity as to the
meaning of any word or phrase contained in a translation, the English text shall
prevail.

                               Prospectus Page 25
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                                     NOTES

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

                               Prospectus Page 26
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                                     NOTES

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

                               Prospectus Page 27
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                                     NOTES

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

                               Prospectus Page 28
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                                     NOTES

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

                               Prospectus Page 29
<PAGE>

<TABLE>
      <S>                     <C>                                                     <C>
 [G.T. GLOBAL LOGO]
                              G.T. GLOBAL
                              MUTUAL FUNDS
                              P.O. Box 7345                                                                            ADVISOR CLASS
                              SAN FRANCISCO, CA 94120-7345                                                       ACCOUNT APPLICATION
                              800/223-2138
</TABLE>

<TABLE>
      <S>                     <C>                                                     <C>
      / / INDIVIDUAL  / / JOINT TENANT  / / GIFT/TRANSFER FOR MINOR  / / TRUST  / / CORP.
      ACCOUNT REGISTRATION    / / NEW ACCOUNT         / / ACCOUNT REVISION (Account No.: -------------------------------------)

      NOTE:  Trust registrations should specify name of trustee(s),  beneficiary(ies) and date of trust instrument. Registration for
      Uniform Gifts/Transfers to Minors accounts should be  in the name of one custodian and  one minor and include the state  under
      which the custodianship is created.
                                                                  ----------------------------------------------------------------
- ------------------------------------------------------------      Social Security Number / / or Tax I.D. Number / / (Check
Owner                                                             applicable box)
- ------------------------------------------------------------      If more than one owner, social security number or taxpayer
Co-owner 1                                                        identification number should be provided for first owner listed.
- ------------------------------------------------------------      If a purchase is made under Uniform Gift/Transfer to Minors Act,
Co-owner 2                                                        social security number of the minor must be provided.
                                                                  Resident of / / U.S.  / / Other (specify) ----------------
- --------------------------------------------------------------------------------------      ( )
Street Address                                                                              ---------------------------
- --------------------------------------------------------------------------------------      Home Telephone
City, State, Zip Code                                                                       ( )
                                                                                            ---------------------------
                                                                                            Business Telephone
FUND SELECTION $500 minimum initial investment for each Fund is required. Checks should be made payable to "G.T. GLOBAL."
</TABLE>

<TABLE>
<S>                                                  <C>             <C>                                             <C>
                                                     INITIAL                                                         INITIAL
                                                     INVESTMENT                                                      INVESTMENT
407 / / G.T. GLOBAL WORLDWIDE GROWTH FUND            $               413 / / G.T. LATIN AMERICA GROWTH FUND          $
                                                     ----------                                                      ----------
405 / / G.T. GLOBAL INTERNATIONAL GROWTH FUND        $               424 / / G.T. GLOBAL AMERICA SMALL CAP GROWTH    $
                                                     ----------              FUND                                    ----------
416 / / G.T. GLOBAL EMERGING MARKETS FUND            $               406 / / G.T. GLOBAL AMERICA GROWTH FUND         $
                                                     ----------                                                      ----------
411 / / G.T. GLOBAL HEALTH CARE FUND                 $               423 / / G.T. GLOBAL AMERICA VALUE FUND          $
                                                     ----------                                                      ----------
415 / / G.T. GLOBAL TELECOMMUNICATIONS FUND          $               404 / / G.T. GLOBAL JAPAN GROWTH FUND           $
                                                     ----------                                                      ----------
419 / / G.T. GLOBAL INFRASTRUCTURE FUND              $               410 / / G.T. GLOBAL GROWTH & INCOME FUND        $
                                                     ----------                                                      ----------
417 / / G.T. GLOBAL FINANCIAL SERVICES FUND          $               409 / / G.T. GLOBAL GOVERNMENT INCOME FUND      $
                                                     ----------                                                      ----------
421 / / G.T. GLOBAL NATURAL RESOURCES FUND           $               408 / / G.T. GLOBAL STRATEGIC INCOME FUND       $
                                                     ----------                                                      ----------
422 / / G.T. GLOBAL CONSUMER PRODUCTS                $               418 / / G.T. GLOBAL HIGH INCOME FUND            $
         AND SERVICES FUND                           ----------                                                      ----------
402 / / G.T. GLOBAL NEW PACIFIC GROWTH FUND          $               401 / / G.T. GLOBAL DOLLAR FUND                 $
                                                     ----------                                                      ----------
403 / / G.T. GLOBAL EUROPE GROWTH FUND               $
                                                     ----------

                                                                     TOTAL INITIAL INVESTMENT:                       $
                                                                                                                     ----------
</TABLE>

AGREEMENTS & SIGNATURES

 By  the execution of this Account Application, I/we represent and warrant that
 I/we have full right, power  and authority and am/are  of legal age in  my/our
 state  of  residence  to make  the  investment  applied for  pursuant  to this
 Application. The  person(s),  if  any,  signing  on  behalf  of  the  investor
 represent  and warrant that they are  duly authorized to sign this Application
 and to purchase, redeem  or exchange shares  of the Fund(s)  on behalf of  the
 investor.  I/WE HEREBY AFFIRM THAT I/WE  HAVE RECEIVED A CURRENT ADVISOR CLASS
 PROSPECTUS OF THE G.T. FUND(S) IN  WHICH I/WE AM/ARE INVESTING AND I/WE  AGREE
 TO ITS TERMS AND CONDITIONS.

 I/WE  AND MY/OUR AGENTS, ASSIGNS AND  SUCCESSORS UNDERSTAND AND AGREE THAT THE
 ACCOUNT WILL BE  SUBJECT TO  THE TELEPHONE EXCHANGE  AND TELEPHONE  REDEMPTION
 PRIVILEGES  DESCRIBED IN THE  CURRENT PROSPECTUS TO  WHICH THIS APPLICATION IS
 ATTACHED AND  AGREE THAT  G.T. GLOBAL  FINANCIAL SERVICES,  INC., G.T.  GLOBAL
 GROWTH  SERIES, G.T. INVESTMENT FUNDS,  INC., G.T. INVESTMENT PORTFOLIOS, INC.
 AND THE  FUNDS' TRANSFER  AGENT, THEIR  OFFICERS AND  EMPLOYEES, WILL  NOT  BE
 LIABLE  FOR ANY LOSS  OR DAMAGES ARISING  OUT OF ANY  SUCH TELEPHONE, TELEX OR
 TELEGRAPHIC INSTRUCTIONS REASONABLY BELIEVED TO BE GENUINE, INCLUDING ANY SUCH
 LOSS OR  DAMAGES  DUE  TO  NEGLIGENCE  ON  THE  PART  OF  SUCH  ENTITIES.  THE
 INVESTOR(S) CERTIFY(IES) AND AGREE(S) THAT THE CERTIFICATIONS, AUTHORIZATIONS,
 DIRECTIONS  AND RESTRICTIONS CONTAINED HEREIN  WILL CONTINUE UNTIL G.T. GLOBAL
 FINANCIAL SERVICES, INC.,  G.T. GLOBAL GROWTH  SERIES, G.T. INVESTMENT  FUNDS,
 INC.,  G.T. INVESTMENT PORTFOLIOS, INC. OR  THE FUNDS' TRANSFER AGENT RECEIVES
 WRITTEN NOTICE OF ANY CHANGE OR  REVOCATION. ANY CHANGE IN THESE  INSTRUCTIONS
 MUST BE IN WRITING AND IN SOME CASES, AS DESCRIBED IN THE PROSPECTUS, REQUIRES
 THAT ALL SIGNATURES BE GUARANTEED.

     PLEASE INDICATE THE NUMBER OF SIGNATURES REQUIRED TO PROCESS CHECKS OR
 WRITTEN REDEMPTION REQUESTS:  / / ONE   / / TWO   / / THREE   / / FOUR.

     (If you do not indicate the number of required signatures, ALL account
 owners must sign checks and/or written redemption requests.)

     Under  penalties of  perjury, I  certify that  the Taxpayer Identification
 Number provided on  this form  is my (or  my employer's,  trust's, minor's  or
 other  payee's) true, correct and  complete Number and may  be assigned to any
 new account opened under the exchange  privilege. I further certify that I  am
 (or  the payee  whose Number  is given is)  not subject  to backup withholding
 because: (a) I am (or  the payee is) exempt  from backup withholding; (b)  the
 Internal  Revenue Service  has not  notified me  that I  am (or  the payee is)
 subject to backup withholding as a result of a failure to report all  interest
 or  dividends; OR (c) the I.R.S.  has notified me that I  am (the payee is) no
 longer subject to backup withholding;

     OR, / / I am (the payee is) subject to backup withholding.

     ALL ACCOUNT OWNERS MUST SIGN BELOW (Minors are not authorized signers)
  Account revisions may require that signatures be guaranteed. Please see the
                                  Prospectus.

<TABLE>
<S>                                                          <C>

 ----------------------------------------------------------
 Date
 X                                                           X
 ----------------------------------------------------------  ----------------------------------------------------------
 X                                                           X
 ----------------------------------------------------------  ----------------------------------------------------------
</TABLE>

<PAGE>
ACCOUNT PRIVILEGES

CHECKWRITING PRIVILEGE
Checkwriting privilege available on Advisor Class shares of G.T. Global Dollar
Fund and G.T. Global Government Income Fund.
/ / Check here if desired. You will be sent a book of checks.

CAPITAL GAINS AND DIVIDEND DISTRIBUTIONS
All capital gains and dividend distributions will be reinvested in additional
shares of Advisor class unless appropriate boxes below are checked:
/ / Pay capital gain distributions only in cash   / / Pay dividends only in
cash   / / Pay capital gain distributions AND dividends in cash.

SPECIAL CAPITAL GAINS AND DIVIDEND DISTRIBUTIONS OPTION
Pay distributions noted above to another G.T. Global Fund: Fund Name
- -----------------------------------------

<TABLE>
<S>                                                                       <C>
TELEPHONE EXCHANGE AND REDEMPTION                                         AUTHORITY TO TRANSMIT REDEMPTION PROCEEDS TO
                                                                          PRE-DESIGNATED ACCOUNT

I/We, either directly or through the Authorized Agent, if any, named      By completing the following section, redemptions that
below, hereby authorize the Transfer Agent of the G.T. Global Mutual      exceed $1,000 may be wired or mailed to a Pre-Designated
Funds, to honor any telephone, telex or telegraphic instructions          Account at your bank. (Wiring instructions may be obtained
reasonably believed to be authentic for redemption and/or exchange        from your bank.) A bank wire service fee may be charged.
between a similar class of shares of any of the Funds distributed by      ----------------------------------------------------------
G.T. Global Financial Services, Inc.                                      Name of Bank
                                                                          ----------------------------------------------------------
                                                                          Bank Address
                                                                          ----------------------------------------------------------
                                                                          Bank A.B.A Number                        Account Number
                                                                          ----------------------------------------------------------
                                                                          Names(s) in which Bank Account is Established
                                                                          A corporation (or partnership) must also submit a
                                                                          "Corporate Resolution" (or "Certificate of Partnership")
                                                                          indicating the names and titles of Officers authorized to
                                                                          act on its behalf.
</TABLE>

<TABLE>
<S>                                                    <C>                            <C>                      <C>
FOR USE BY AUTHORIZED AGENT ONLY

We hereby submit this Account Application for the purchase of Advisor Class shares in accordance with the terms of our Advisor Class
Agreement with G.T. Global Financial Services, Inc. and with the Prospectus and Statement of Additional Information of each Fund
purchased.

- ------------------------------------------------------------------------------------------------------------------------------------
Advisor's Name
- ------------------------------------------------------------------------------------------------------------------------------------
Main Office Address              Branch Number (if applicable)              Representative's Number              Representative's
Name
                                                               (     )
- -------------------------------------------------------------------------------------------------------------------------
Branch Address                                                                        Telephone

- -------------------------------------------------------------------------------------------------------------------------
Advisor's Authorized Signature                                                        Title
</TABLE>
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                                     [LOGO]
                           G.T. GLOBAL GROUP OF FUNDS

  G.T.  GLOBAL  OFFERS  A  BROAD  RANGE OF  MUTUAL  FUNDS  TO  COMPLEMENT MANY
  INVESTORS' PORTFOLIOS. FOR MORE INFORMATION AND  A PROSPECTUS ON ANY OF  THE
  G.T.  GLOBAL FUNDS,  PLEASE CONTACT YOUR  INVESTMENT COUNSELOR  OR CALL G.T.
  GLOBAL DIRECTLY AT 1-800-824-1580.

GROWTH FUNDS

/ / GLOBALLY DIVERSIFIED FUNDS

G.T. GLOBAL: WORLDWIDE GROWTH FUND
Invests around the world, including the U.S.
G.T. GLOBAL: INTERNATIONAL GROWTH FUND
Provides portfolio diversity by investing outside
the U.S.

G.T. GLOBAL EMERGING MARKETS FUND
Gives access to the growth potential of developing economies

/ / GLOBAL THEME FUNDS

G.T. GLOBAL HEALTH CARE FUND
Invests in growing health care industries worldwide

G.T. GLOBAL TELECOMMUNICATIONS FUND
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment

G.T. GLOBAL INFRASTRUCTURE FUND
Seeks companies that build, improve or maintain a country's infrastructure

G.T. GLOBAL FINANCIAL SERVICES FUND
Focuses on the worldwide opportunities from the demand for financial services
and products

G.T. GLOBAL NATURAL RESOURCES FUND
Concentrates on companies that own, explore or develop natural resources

G.T. GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
Invests in companies that manufacture, market, retail, or distribute consumer
products or services

/ / REGIONALLY DIVERSIFIED FUNDS

G.T. GLOBAL: NEW PACIFIC GROWTH FUND
Offers access to the emerging and established markets of the Pacific Rim,
excluding Japan

G.T. GLOBAL: EUROPE GROWTH FUND
Focuses on investment opportunities in the new, unified Europe

G.T. LATIN AMERICA GROWTH FUND
Invests in the emerging markets of Latin America

/ / SINGLE COUNTRY FUNDS

   
G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
    
   
Invests in equity securities of small U.S. domiciled companies
    

G.T. GLOBAL: AMERICA GROWTH FUND
   
Concentrates on small and medium-sized companies in the U.S.
    
G.T. GLOBAL: AMERICA VALUE FUND
Concentrates on equity securities of U.S. companies believed to be undervalued

G.T. GLOBAL: JAPAN GROWTH FUND
Provides U.S. investors with direct access to the Japanese market

GROWTH AND INCOME FUND

G.T. GLOBAL GROWTH & INCOME FUND
Invests in blue-chip stocks and government bonds from around the world

INCOME FUNDS

G.T. GLOBAL GOVERNMENT INCOME FUND
Earns monthly income from global government securities

G.T. GLOBAL STRATEGIC INCOME FUND
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets

G.T. GLOBAL HIGH INCOME FUND
Invests in debt securities in emerging markets

MONEY MARKET FUND

G.T. GLOBAL DOLLAR FUND
Invests in high quality, U.S. dollar-denominated money market securities

worldwide for stability and preservation of capital

  NO DEALER,  SALESMAN  OR  OTHER  PERSON HAS  BEEN  AUTHORIZED  TO  GIVE  ANY
  INFORMATION  OR TO MAKE ANY REPRESENTATION  NOT CONTAINED IN THIS PROSPECTUS
  AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
  UPON AS  HAVING  BEEN  AUTHORIZED  BY  G.T.  GLOBAL  GROWTH  SERIES,  GROWTH
  PORTFOLIO,  G.T. CAPITAL MANAGEMENT, INC. OR G.T. GLOBAL FINANCIAL SERVICES,
  INC. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF
  ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO
  ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.

   
    AMEPV510005MC
    
<PAGE>
                                     [LOGO]

                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
                                 ADVISOR CLASS

                        50 California Street, 27th Floor
                        San Francisco, California 94111
                                 (415) 392-6181
                           Toll Free: (800) 824-1580

                      Statement of Additional Information
                                October 18, 1995

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

This  Statement of Additional Information relates to the Advisor Class shares of
G.T. Global: America Small Cap Growth  Fund ("Small Cap Fund") and G.T.  Global:
America  Value  Fund ("Value  Fund") (individually,  "Fund," or  collectively, a
"Funds"). Each  Fund  is a  diversified  series  of G.T.  Global  Growth  Series
("Company"),  a registered open-end management investment company. The Small Cap
Fund and Value  Fund invest  all of  their investable  assets in  the Small  Cap
Portfolio   and  Value   Portfolio  (individually,   "Portfolio,"  collectively,
"Portfolios"), respectively. This Statement of Additional Information concerning
the Funds,  which  is  not a  prospectus,  supplements  and should  be  read  in
conjunction  with the Funds' current Advisor  Class Prospectus dated October 18,
1995, a  copy of  which is  available without  charge by  writing to  the  above
address or calling the Funds at the toll-free telephone number printed above.

G.T.  Capital  Management,  Inc.  ("G.T. Capital")  serves  as  each Portfolio's
investment manager and administrator. The distributor of the shares of each Fund
is G.T. Global  Financial Services,  Inc. ("G.T. Global").  The Funds'  transfer
agent  is  G.T. Global  Investor Services,  Inc.  ("G.T. Services"  or "Transfer
Agent").

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

                               TABLE OF CONTENTS

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

   
<TABLE>
<CAPTION>
                                                                                                                           Page No.
                                                                                                                           --------
<S>                                                                                                                        <C>
Investment Objectives and Policies.......................................................................................      2
Options and Futures......................................................................................................      4
Risk Factors.............................................................................................................     11
Investment Limitations...................................................................................................     12
Execution of Portfolio Transactions......................................................................................     14
Trustees and Executive Officers..........................................................................................     16
Management...............................................................................................................     18
Valuation of Shares......................................................................................................     19
Information Relating to Sales and Redemptions............................................................................     20
Taxes....................................................................................................................     21
Additional Information...................................................................................................     23
Investment Results.......................................................................................................     24
Description of Debt Ratings..............................................................................................     29
Financial Statements.....................................................................................................     31
</TABLE>
    

                   Statement of Additional Information Page 1
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                             INVESTMENT OBJECTIVES
                                  AND POLICIES

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

SELECTION OF INVESTMENTS
The  investment objective  of each Fund  is long-term  capital appreciation. The
Small Cap Fund and Value Fund each seeks to achieve its investment objective  by
investing  all of  its investable  assets in the  Small Cap  Portfolio and Value
Portfolio, respectively, each  of which  is a  subtrust (a  "series") of  Growth
Portfolio  (an  open-end  management  investment  company)  with  an  investment
objective that is  identical to  that of  its corresponding  Fund. Whenever  the
phrase  "all  of  the  Funds'  investable assets"  is  used  herein  and  in the
Prospectus, it means that the only investment securities that will be held by  a
Fund  will be that  Fund's interest in  its corresponding Portfolio.  A Fund may
withdraw its investment in its corresponding Portfolio at any time, if the Board
of Trustees of the Company determines that  it is in the best interests of  such
Fund  and its shareholders to  do so. Upon any  such withdrawal, a Fund's assets
would be invested in accordance with the investment policies described below and
in the Prospectus with respect to its corresponding Portfolio.

For investment purposes,  an issuer  is considered  as domiciled  in the  United
States  if it is incorporated under the laws of any of its states or territories
or the District of  Columbia, and either (i)  at least 50% of  the value of  its
assets is located in the United States, or (ii) it normally derives at least 50%
of its income from operations or sales in the United States.

INVESTMENTS IN OTHER INVESTMENT COMPANIES
The  Portfolios may invest in the  securities of closed-end investment companies
within the  limits of  the Investment  Company Act  of 1940,  as amended  ("1940
Act").  These limitations currently provide that, in general, each Portfolio may
purchase shares of a  closed-end investment company unless  (a) such a  purchase
would  cause a  Portfolio to own  more than  3% of the  total outstanding voting
stock of the investment company or (b)  such a purchase would cause a  Portfolio
to  have more than 5%  of its assets invested in  the investment company or more
than 10%  of  its  assets  invested  in an  aggregate  of  all  such  investment
companies.  Investment  in  investment  companies  may  involve  the  payment of
substantial premiums above  the value of  such companies' portfolio  securities.
The  Portfolios do not  intend to invest  in such vehicles  or funds unless G.T.
Capital determines that the potential  benefits of such investments justify  the
payment of any applicable premiums. The yield of such securities will be reduced
by  operating expenses  of such companies  including payments  to the investment
managers of those investment companies.

WARRANTS OR RIGHTS
Warrants or  rights may  be acquired  by a  Portfolio in  connection with  other
securities or separately and provide the Portfolio with the right to purchase at
a  later date other  securities of the  issuer. Investments in  warrants may not
exceed 5% of the value  of the Portfolio's net assets,  and not more than 2%  of
such  assets may be invested  in warrants or rights which  are not listed on the
New York or American Stock Exchange. Warrants or rights acquired by a  Portfolio
in  units  or attached  to securities  will be  deemed to  be without  value for
purpose of this restriction.  These limits are not  fundamental policies of  the
Portfolios  and may be  changed by a  vote of the  Portfolios' Board of Trustees
without shareholder approval.

LENDING OF PORTFOLIO SECURITIES
For the purpose of realizing additional income, each Portfolio may make  secured
loans  of  portfolio securities  amounting to  not  more than  30% of  its total
assets. Securities loans are made  to broker/dealers or institutional  investors
pursuant  to  agreements requiring  that the  loans  continuously be  secured by
collateral at least equal at all times to the value of the securities lent, plus
any accrued  interest, "marked  to  market" on  a  daily basis.  The  collateral
received  will  consist of  cash,  U.S. short-term  government  securities, bank
letters of  credit  or  such  other  collateral as  may  be  permitted  under  a
Portfolios'  investment  policies and  by  regulatory agencies  and  approved by
Growth  Portfolio's  Board  of  Trustees.  The  Portfolios  may  pay  reasonable
administrative  and  custodial  fees  in  connection  with  the  loans  of their
securities. While  the securities  loans are  outstanding, the  Portfolios  will
continue  to receive  the equivalent  of the interest  or dividends  paid by the
issuer on  the  securities,  as  well  as interest  on  the  investment  of  the
collateral  or a fee from  the borrower. If the  borrower failed to maintain the
requisite amount of collateral, the  loan would terminate automatically and  the
Portfolio  could use the collateral to  replace the securities while holding the
borrower liable for any  excess of the  replacement cost over  the value of  the
collateral.  Each Portfolio has a right to call each loan at any time and obtain
the securities on five business days'  notice. The Portfolios will not have  the
right  to vote equity securities while they  are being lent, but they retain the

                   Statement of Additional Information Page 2
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
right to call for the return of the loaned securities at any time on  reasonable
notice  and  may call  in  a loan  in anticipation  of  any important  vote. The
Portfolios also  will be  able  to call  such loans  if  G.T. Capital  made  the
investment decision that the loaned securities should be sold. On termination of
a loan, the borrower would be required to return the securities to the Portfolio
and  any  gain or  loss  in market  price  during the  loan  would inure  to the
Portfolio. The risks in lending  portfolio securities, as with other  extensions
of secured credit, consist of possible delays in receiving additional collateral
or  in recovery of the  securities or possible loss  of rights in the collateral
should the borrower fail financially. In the event of the default or  bankruptcy
by  such party, the Portfolios would  seek promptly to liquidate the collateral.
To the extent that  the proceeds from  any such sale of  such collateral upon  a
default in the obligation to repurchase were less than the repurchase price, the
Portfolios  would suffer a loss. The law  regarding the rights of the Portfolios
is unsettled  with respect  to  a borrower  becoming  subject to  bankruptcy  or
similar  proceedings. Under these  circumstances, there may  be a restriction on
the Portfolios' ability to sell the collateral and the Portfolios could suffer a
loss. Loans, however, will be made only to firms deemed by G.T. Capital to be of
good standing and will not be made unless, in the judgment of G.T. Capital,  the
consideration to be earned from such loans would justify the risk.

COMMERCIAL BANK OBLIGATIONS
For  the purposes of  each Portfolio's investment policies  with respect to bank
obligations, obligations of foreign  branches of U.S.  banks are obligations  of
the  issuing  bank and  may  be general  obligations  of the  parent  bank. Such
obligations, however, may be limited by  the terms of a specific obligation  and
by   government  regulation.   Although  a  Portfolio   typically  will  acquire
obligations issued and supported by the credit of U.S. banks having total assets
at the time of purchase of $1 billion or more, this $1 billion figure is not  an
investment  policy  or  restriction  of  any  Portfolio.  For  the  purposes  of
calculation with respect to the $1 billion figure, the assets of a bank will  be
deemed to include the assets of its U.S. and non-U.S. branches.

REPURCHASE AGREEMENTS
Each  Portfolio will invest only in  repurchase agreements collateralized at all
times in an amount at least equal to the repurchase price plus accrued interest.
To the extent that the proceeds from any sale of such collateral upon a  default
in  the obligation to repurchase  were less than the  repurchase price, the Fund
would suffer a loss.  Repurchase agreements carry  certain risks not  associated
with  direct investments in securities, including possible decline in the market
value of the underlying securities and delays and costs to the Portfolio if  the
other  party  to the  repurchase agreement  becomes  bankrupt. If  the financial
institution which is party to the repurchase agreement petitions for  bankruptcy
or  otherwise becomes  subject to  bankruptcy or  other liquidation proceedings,
there may be restrictions on the Portfolio's ability to sell the collateral  and
the   Portfolio  could  suffer  a  loss.  However,  with  respect  to  financial
institutions whose bankruptcy or liquidation proceedings are subject to the U.S.
Bankruptcy Code, the Portfolios intends to comply with provisions under the U.S.
Bankruptcy Code that would allow it  immediately to resell the collateral.  G.T.
Capital reviews and monitors the creditworthiness of such institutions under the
general  supervision of Growth Portfolio's Board.  There is no limitation on the
amount of the Portfolios' assets that may be subject to repurchase agreements at
any given time. The Portfolios will not enter into a repurchase agreement with a
maturity of more than seven days if, as a result, more than 15% of the value  of
its  net  assets  would be  invested  in  such repurchase  agreements  and other
illiquid investments.

BORROWING, REVERSE REPURCHASE AGREEMENTS AND "ROLL" TRANSACTIONS
Each Portfolio's borrowings will not exceed  33 1/3% of its total assets,  i.e.,
each  Portfolio's total  assets at  all times  will equal  at least  300% of the
amount of outstanding  borrowings. No Portfolio  will purchase securities  while
borrowings are outstanding. If market fluctuations in the value of a Portfolio's
portfolio  holdings or  other factors cause  the ratio of  the Portfolio's total
assets  to  outstanding  borrowings  to  fall  below  300%,  within  three  days
(excluding  Sundays and holidays) of such event the Portfolio may be required to
sell portfolio securities to restore the  300% asset coverage, even though  from
an  investment standpoint  such sales  might be  disadvantageous. Each Portfolio
also may borrow up to 5% of its total assets for temporary or emergency purposes
other than to meet redemptions. Any  borrowing by a Portfolio may cause  greater
fluctuation  in the value of its shares than  would be the case if the Portfolio
did not borrow.

Each Portfolio's  fundamental investment  limitations  permit the  Portfolio  to
borrow  money  for leveraging  purposes. Each  Portfolio, however,  currently is
prohibited, pursuant  to a  non-fundamental  investment policy,  from  borrowing
money  in order to purchase securities. Nevertheless, this policy may be changed
in the future  by Growth  Portfolio's Board  of Trustees.  In the  event that  a
Portfolio  employs  leverage  in the  future,  it  would be  subject  to certain
additional risks. Use of leverage creates  an opportunity for greater growth  of
capital  but would  exaggerate any increases  or decreases in  a Portfolio's net
asset value. When the income and gains on securities purchased with the proceeds
of borrowings exceed the costs of such borrowings, a Portfolio's earnings or net
asset  value  will   increase  faster   than  otherwise  would   be  the   case;

                   Statement of Additional Information Page 3
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                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
conversely,  if such income and  gains fail to exceed  such costs, a Portfolio's
earnings or net  asset value would  decline faster than  would otherwise be  the
case.

Each   Portfolio  may  enter  into  reverse  repurchase  agreements.  A  reverse
repurchase agreement is a borrowing transaction in which the Portfolio transfers
possession of a security to  another party, such as  a bank or broker/dealer  in
return  for cash,  and agrees  to repurchase  the security  in the  future at an
agreed upon price, which includes an interest component. Each Portfolio also may
engage in "roll" borrowing  transactions which involve  the Portfolio's sale  of
Government   National  Mortgage  Association   ("GNMA")  certificates  or  other
securities together with a commitment (for which a Portfolio may receive a  fee)
to  purchase  similar, but  not  identical, securities  at  a future  date. Each
Portfolio will maintain, in  a segregated account with  a custodian, cash,  U.S.
government  securities or other liquid, high  grade debt securities in an amount
sufficient to  cover  its  obligations under  "roll"  transactions  and  reverse
repurchase  agreements  with  broker/dealers.  No  segregation  is  required for
reverse repurchase agreements with banks.

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

                              OPTIONS AND FUTURES

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

SPECIAL RISKS OF OPTIONS AND FUTURES
The use of  options and  futures contracts involves  special considerations  and
risks,  as  described  below.  Risks pertaining  to  particular  instruments are
described in the sections that follow.

        (1) Successful  use  of most  of  these instruments  depends  upon  G.T.
    Capital's  ability to predict  movements of the  overall securities markets,
    which requires different  skills than  predicting changes in  the prices  of
    individual securities. While G.T. Capital is experienced in the use of these
    instruments,  there can be no assurance that any particular strategy adopted
    will succeed.

        (2) There  might  be  imperfect correlation,  or  even  no  correlation,
    between  price  movements  of  an  instrument  and  price  movements  of the
    investments being hedged. For example, if the value of an instrument used in
    a short hedge  increased by less  than the  decline in value  of the  hedged
    investment,  the  hedge  would  not  be fully  successful.  Such  a  lack of
    correlation might  occur  due to  factors  unrelated  to the  value  of  the
    investments  being hedged,  such as  speculative or  other pressures  on the
    markets in  which the  hedging instrument  is traded.  The effectiveness  of
    hedges  using hedging  instruments on indices  will depend on  the degree of
    correlation between price movements in the index and price movements in  the
    investments being hedged.

        (3) Hedging strategies, if successful, can reduce risk of loss by wholly
    or  partially offsetting the negative  effect of unfavorable price movements
    in the investments being hedged. However, hedging strategies can also reduce
    opportunity for gain by  offsetting the positive  effect of favorable  price
    movements  in the  hedged investments. For  example, if  a Portfolio entered
    into a short hedge because G.T. Capital projected a decline in the price  of
    a  security in the  Portfolio's securities portfolio, and  the price of that
    security increased instead, the gain from  that increase might be wholly  or
    partially  offset  by a  decline  in the  price  of the  hedging instrument.
    Moreover, if the price of the  hedging instrument declined by more than  the
    increase in the price of the security, the Portfolio could suffer a loss. In
    either  such case, the Portfolio would have been in a better position had it
    not hedged at all.

        (4) As described below, a Portfolio might be required to maintain assets
    as "cover," maintain  segregated accounts  or make margin  payments when  it
    takes positions in instruments involving obligations to third parties (I.E.,
    instruments  other than purchased options). If  the Portfolio were unable to
    close out  its  positions in  such  instruments,  it might  be  required  to
    continue to maintain such assets or accounts or make such payments until the
    position  expired or matured. The  requirements might impair the Portfolio's
    ability to sell a portfolio security or make an investment at a time when it
    would otherwise be favorable to do so, or require that the Portfolio sell  a
    portfolio  security at  a disadvantageous  time. The  Portfolio's ability to
    close out  a position  in  an instrument  prior  to expiration  or  maturity
    depends  on the existence of a liquid secondary market or, in the absence of
    such a  market,  the ability  and  willingness of  the  other party  to  the
    transaction  ("contra party")  to enter into  a transaction  closing out the
    position. Therefore, there is no assurance  that any position can be  closed
    out at a time and price that is favorable to a Portfolio.

                   Statement of Additional Information Page 4
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                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

WRITING CALL OPTIONS
A  Portfolio  may write  (sell)  call options  on  securities and  indices. Call
options generally will  be written on  securities that, in  the opinion of  G.T.
Capital,  are not expected to make any major  price moves in the near future but
that, over  the long  term, are  deemed  to be  attractive investments  for  the
Portfolio.

A  call option gives  the holder (buyer) the  right to purchase  a security at a
specified price (the exercise  price) at any time  until (American style) or  on
(European style) a certain date (the expiration date). So long as the obligation
of  the writer of a call option continues, he or she may be assigned an exercise
notice, requiring him or her to deliver the underlying security against  payment
of  the exercise  price. This obligation  terminates upon the  expiration of the
call option, or such earlier time at which the writer effects a closing purchase
transaction by purchasing an option identical to that previously sold.

Portfolio securities on  which call  options may  be written  will be  purchased
solely   on  the  basis  of   investment  considerations  consistent  with  each
Portfolio's investment objective. When  writing a call  option, a Portfolio,  in
return  for  the premium,  gives  up the  opportunity  for profit  from  a price
increase in the underlying  security above the exercise  price, and retains  the
risk  of loss  should the  price of  the security  decline. Unlike  one who owns
securities not subject to an option, a Portfolio has no control over when it may
be required  to  sell the  underlying  securities,  since most  options  may  be
exercised  at any time prior to the option's expiration. If a call option that a
Portfolio has written expires, the Portfolio  will realize a gain in the  amount
of  the premium;  however, such gain  may be offset  by a decline  in the market
value of the underlying security during the option period. If the call option is
exercised, the  Portfolio will  realize a  gain or  loss from  the sale  of  the
underlying  security, which will be increased or offset by the premium received.
Each Portfolio does  not consider  a security  covered by  a call  option to  be
"pledged"  as  that term  is  used in  the  Portfolio's policy  that  limits the
pledging or mortgaging of its assets.

Writing call options can serve as a limited short hedge because declines in  the
value  of the  hedged investment would  be offset  to the extent  of the premium
received for writing the option. However, if the security appreciates to a price
higher than the exercise price of the  call option, it can be expected that  the
option  will be exercised and a Portfolio will be obligated to sell the security
at less than its market value.

The premium that a  Portfolio receives for  writing a call  option is deemed  to
constitute  the market value of an option.  The premium a Portfolio will receive
from writing a call option will reflect, among other things, the current  market
price  of the underlying  investment, the relationship of  the exercise price to
such market price, the historical price volatility of the underlying investment,
and the length of  the option period. In  determining whether a particular  call
option  should be written, G.T. Capital  will consider the reasonableness of the
anticipated premium and the likelihood that a liquid secondary market will exist
for those options.

Closing transactions  will  be effected  in  order to  realize  a profit  on  an
outstanding call option, to prevent an underlying security from being called, or
to  permit the sale of the underlying security. Furthermore, effecting a closing
transaction will  permit  a  Portfolio  to write  another  call  option  on  the
underlying security with either a different exercise price or expiration date or
both.

Each  Portfolio will  pay transaction  costs in  connection with  the writing of
options and  in  entering into  closing  purchase contracts.  Transaction  costs
relating  to  options  activity normally  are  higher than  those  applicable to
purchases and sales of portfolio securities.

The exercise price of the  options may be below, equal  to or above the  current
market  values of the underlying securities at the time the options are written.
From time to time, a Portfolio may purchase an underlying security for  delivery
in  accordance  with the  exercise  of an  option,  rather than  delivering such
security from its portfolio. In such cases, additional costs will be incurred.

A Portfolio will realize a profit or loss from a closing purchase transaction if
the cost of  the transaction  is less or  more, respectively,  than the  premium
received  from writing the  option. Because increases  in the market  price of a
call option  generally  will  reflect  increases in  the  market  price  of  the
underlying  security, any loss resulting from the repurchase of a call option is
likely to  be offset  in whole  or in  part by  appreciation of  the  underlying
security owned by the Portfolio.

WRITING PUT OPTIONS
The  Portfolios may write  put options on  securities and indices.  A put option
gives the purchaser of the option the right to sell, and the writer (seller) the
obligation to buy,  the underlying security  at the exercise  price at any  time
until (American style) or on (European style) the expiration date. The operation
of  put options in other respects, including their related risks and rewards, is
substantially identical to that of call options.

                   Statement of Additional Information Page 5
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                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

A Portfolio  generally  would write  put  options in  circumstances  where  G.T.
Capital wishes to purchase the underlying security for the Portfolio's portfolio
at  a price lower than the current market  price of the security. In such event,
the Portfolio would write a put option at an exercise price that, reduced by the
premium received on the option, reflects the  lower price it is willing to  pay.
Since the Portfolio also would receive interest on debt securities maintained to
cover  the exercise price of the option, this technique could be used to enhance
current return  during  periods  of  market uncertainty.  The  risk  in  such  a
transaction  would be  that the  market price  of the  underlying security would
decline below the exercise price, less the premium received.

Writing put options can serve as a  limited long hedge because increases in  the
value  of the  hedged investment would  be offset  to the extent  of the premium
received for writing the option. However, if the security depreciates to a price
lower than the exercise price of the put option, it can be expected that the put
option will  be exercised  and a  Portfolio will  be obligated  to purchase  the
security at more than its market value.

PURCHASING PUT OPTIONS
Each Portfolio may purchase put options on securities and indices. As the holder
of  a  put option,  a  Portfolio would  have the  right  to sell  the underlying
security at  the  exercise  price at  any  time  until (American  style)  or  on
(European  style) the expiration  date. A Portfolio may  enter into closing sale
transactions with respect to such options, exercise such options or permit  such
options to expire.

A  Portfolio may  purchase a put  option on an  underlying security ("protective
put") owned by the Portfolio in order to protect against an anticipated  decline
in  the value of the security. Such hedge protection is provided only during the
life of the put option when the Portfolio,  as the holder of the put option,  is
able to sell the underlying security at the put exercise price regardless of any
decline in the underlying security's market price. For example, a put option may
be purchased in order to protect unrealized appreciation of a security when G.T.
Capital  deems it  desirable to  continue to  hold the  security because  of tax
considerations. The premium paid  for the put option  and any transaction  costs
would  reduce any profit otherwise available  for distribution when the security
eventually is sold.

A Portfolio also may purchase put options at a time when the Portfolio does  not
own the underlying security. By purchasing put options on a security it does not
own,  a Portfolio  seeks to benefit  from a decline  in the market  price of the
underlying security. If the put option is not sold when it has remaining  value,
and  if the market price of the  underlying security remains equal to or greater
than the exercise price during  the life of the  put option, the Portfolio  will
lose its entire investment in the put option. In order for the purchase of a put
option  to  be profitable,  the  market price  of  the underlying  security must
decline  sufficiently  below  the  exercise  price  to  cover  the  premium  and
transaction costs, unless the put option is sold in a closing sale transaction.

PURCHASING CALL OPTIONS
Each  Portfolio  may purchase  call options  on securities  and indices.  As the
holder of  a call  option, a  Portfolio would  have the  right to  purchase  the
underlying  security at the exercise price at any time until (American style) or
on (European style) the expiration date. A Portfolio may enter into closing sale
transactions with respect to such options, exercise such options or permit  such
options to expire.

Call  options may be purchased  by a Portfolio for  the purpose of acquiring the
underlying security for its portfolio. Utilized in this fashion, the purchase of
call options would enable  a Portfolio to acquire  the security at the  exercise
price  of the  call option  plus the  premium paid.  At times,  the net  cost of
acquiring the security in this manner may be less than the cost of acquiring the
security directly.  This technique  also  may be  useful  to the  Portfolios  in
purchasing  a large block of securities that  would be more difficult to acquire
by direct market purchases. As long as it holds such a call option, rather  than
the  underlying security  itself, a  Portfolio is  partially protected  from any
unexpected decline in the market price  of the underlying security and, in  such
event,  could allow  the call  option to  expire, incurring  a loss  only to the
extent of the premium paid for the option.

Each Portfolio also may purchase call  options on underlying securities it  owns
in order to protect unrealized gains on call options previously written by it. A
call option could be purchased for this purpose where tax considerations make it
inadvisable  to realize such gains through  a closing purchase transaction. Call
options also may  be purchased  at times to  avoid realizing  losses that  would
result  in a  reduction of  a Portfolio's current  return. For  example, where a
Portfolio has written a call option  on an underlying security having a  current
market  value  below the  price  at which  such  security was  purchased  by the
Portfolio, an increase in the market price  could result in the exercise of  the
call  option  written by  the Portfolio  and the  realization of  a loss  on the
underlying security. Accordingly, the Portfolio could purchase a call option  on
the   same  underlying  security,  which  could  be  exercised  to  fulfill  the
Portfolio's delivery obligations under its written call (if

                   Statement of Additional Information Page 6
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
it is exercised). This strategy could  allow the Portfolio to avoid selling  the
portfolio  security  at a  time when  it  has an  unrealized loss;  however, the
Portfolio would  have  to  pay  a  premium to  purchase  the  call  option  plus
transaction costs.

Aggregate  premiums paid  for put and  call options  will not exceed  5% of such
Portfolio's total assets at the time of purchase.

Options may be either listed on an exchange or traded over-the-counter  ("OTC").
Listed  options are third-party contracts  (I.E., performance of the obligations
of  the  purchaser  and  seller  is  guaranteed  by  the  exchange  or  clearing
corporation),  and  have standardized  strike prices  and expiration  dates. OTC
options are two-party  contracts with  negotiated strike  prices and  expiration
dates. A Portfolio will not purchase an OTC option unless it believes that daily
valuations  for such  options are  readily obtainable.  OTC options  differ from
exchange-traded options in that OTC options are transacted with dealers directly
and  not  through  a   clearing  corporation  (which  guarantees   performance).
Consequently,  there  is  a risk  of  non-performance  by the  dealer.  Since no
exchange is involved, OTC options are valued on the basis of a quote provided by
the dealer. In the case of OTC options, there can be no assurance that a  liquid
secondary market will exist for any particular option at any specific time.

The  staff of the Securities and Exchange Commission ("SEC") considers purchased
OTC options to  be illiquid securities.  A Portfolio may  also sell OTC  options
and,  in connection  therewith, segregate assets  or cover  its obligations with
respect to OTC options written  by the Portfolio. The  assets used as cover  for
OTC  options written by a  Portfolio will be considered  illiquid unless the OTC
options are  sold  to  qualified  dealers  who  agree  that  the  Portfolio  may
repurchase  any OTC option  it writes at a  maximum price to  be calculated by a
formula set forth in the option agreement.  The cover for an OTC option  written
subject  to this procedure would be considered  illiquid only to the extent that
the maximum repurchase price  under the formula exceeds  the intrinsic value  of
the option.

A  Portfolio's ability to  establish and close  out positions in exchange-listed
options depends on  the existence  of a liquid  market. A  Portfolio intends  to
purchase  or write only those exchange-traded options for which there appears to
be a liquid secondary  market. However, there  can be no  assurance that such  a
market  will exist at any particular time.  Closing transactions can be made for
OTC options  only  by  negotiating directly  with  the  contra party,  or  by  a
transaction  in  the secondary  market  if any  such  market exists.  Although a
Portfolio will enter into OTC options only with contra parties that are expected
to be capable of entering into closing transactions with the Portfolio, there is
no assurance that the Portfolio will in fact be able to close out an OTC  option
position at a favorable price prior to expiration. In the event of insolvency of
the  contra party,  the Portfolio  might be  unable to  close out  an OTC option
position at any time prior to its expiration.

INDEX OPTIONS
Puts and calls on indices are similar to puts and calls on securities or futures
contracts except that all settlements  are in cash and  gain or loss depends  on
changes  in the index in question (and thus on price movements in the securities
market or a particular market sector  generally) rather than on price  movements
in individual securities or futures contracts. When a Portfolio writes a call on
an  index, it receives a premium and  agrees that, prior to the expiration date,
the purchaser of  the call, upon  exercise of  the call, will  receive from  the
Portfolio  an amount of  cash if the closing  level of the  index upon which the
call is based is greater than the exercise price of the call. The amount of cash
is equal  to the  difference between  the closing  price of  the index  and  the
exercise  price of the call times a specified multiple (the "multiplier"), which
determines the total  dollar value  for each point  of such  difference. When  a
Portfolio  buys a call on an index, it pays a premium and has the same rights as
to such call as are indicated above. When a Portfolio buys a put on an index, it
pays a premium and has the right,  prior to the expiration date, to require  the
seller  of the put, upon the Portfolio's exercise  of the put, to deliver to the
Portfolio an amount of cash if the closing level of the index upon which the put
is based is less  than the exercise price  of the put, which  amount of cash  is
determined  by the  multiplier, as described  above for calls.  When a Portfolio
writes a put on an index, it receives a premium and the purchaser has the right,
prior to the  expiration date,  to require  the Portfolio  to deliver  to it  an
amount  of cash equal to  the difference between the  closing level of the index
and the exercise price times the multiplier,  if the closing level is less  than
the exercise price.

The  risks  of  investment in  index  options  may be  greater  than  options on
securities. Because index options are settled in cash, when a Portfolio writes a
call on  an index  it cannot  provide in  advance for  its potential  settlement
obligations  by acquiring and holding the underlying securities. A Portfolio can
offset some of the  risk of writing  a call index option  position by holding  a
diversified  portfolio of  securities similar to  those on  which the underlying
index is based. However, a Portfolio cannot, as a practical matter, acquire  and
hold  a portfolio containing  exactly the same securities  as underlie the index
and, as a result, bears a risk that  the value of the securities held will  vary
from the value of the index.

Even  if  a  Portfolio  could  assemble  a  securities  portfolio  that  exactly
reproduced the composition of the underlying index, it still would not be  fully
covered  from a risk standpoint because of the "timing risk" inherent in writing
index options. When

                   Statement of Additional Information Page 7
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                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
an index option is exercised, the amount of cash that the holder is entitled  to
receive  is  determined by  the difference  between the  exercise price  and the
closing index level  on the date  when the  option is exercised.  As with  other
kinds  of options, the  Portfolio as the call  writer will not  know that it has
been assigned until the next business day at the earliest. The time lag  between
exercise and notice of assignment poses no risk for the writer of a covered call
on  a  specific underlying  security, such  as common  stock, because  there the
writer's obligation is to deliver the underlying security, not to pay its  value
as  of  a fixed  time  in the  past.  So long  as  the writer  already  owns the
underlying security,  it  can  satisfy  its  settlement  obligations  by  simply
delivering  it, and the risk that its value may have declined since the exercise
date is borne by the  exercising holder. In contrast, even  if the writer of  an
index call holds securities that exactly match the composition of the underlying
index,  it will not be able to  satisfy its assignment obligations by delivering
those securities against  payment of  the exercise  price. Instead,  it will  be
required  to pay  cash in  an amount  based on  the closing  index value  on the
exercise date; and by the  time it learns that it  has been assigned, the  index
may  have declined, with a corresponding decline  in the value of its securities
portfolio. This "timing risk" is an inherent limitation on the ability of  index
call writers to cover their risk exposure by holding securities positions.

If a Portfolio has purchased an index option and exercises it before the closing
index  value for that day is  available, it runs the risk  that the level of the
underlying index may subsequently change. If such a change causes the  exercised
option  to  fall out-of-the-money,  the Portfolio  will be  required to  pay the
difference between the closing index value and the exercise price of the  option
(times the applicable multiplier) to the assigned writer.

INTEREST RATE AND STOCK INDEX FUTURES CONTRACTS
Each  Portfolio may  enter into interest  rate or stock  index futures contracts
("Futures" or  "Futures Contracts")  as a  hedge against  changes in  prevailing
levels  of  interest rates  or stock  price  levels in  order to  establish more
definitely the effective return on securities held or intended to be acquired by
the Portfolio. A Portfolio's hedging may  include sales of Futures as an  offset
against the effect of expected increases in interest rates or decreases in stock
prices,  and purchases of  Futures as an  offset against the  effect of expected
declines in interest rates or increases in stock prices.

The Portfolios only will enter into Futures Contracts that are traded on futures
exchanges and  are standardized  as to  maturity date  and underlying  financial
instrument.  Futures  exchanges and  trading thereon  in  the United  States are
regulated under  the Commodity  Exchange Act  by the  Commodity Futures  Trading
Commission ("CFTC").

Although techniques other than sales and purchases of Futures Contracts could be
used  to  reduce  a  Portfolio's  exposure to  interest  rate  and  stock market
fluctuations, the Portfolio may be able  to hedge its exposure more  effectively
and at a lower cost through using Futures Contracts.

A  Futures Contract provides  for the future  sale by one  party and purchase by
another party of  a specified amount  of a specific  financial instrument for  a
specified  price at  a designated  date, time and  place. A  stock index Futures
Contract provides for the delivery, at a designated date, time and place, of  an
amount  of cash equal to a specified  dollar amount times the difference between
the stock index value at the close of  trading on the contract and the price  at
which  the Futures Contract is originally struck; no physical delivery of stocks
comprising the  index  is made.  Brokerage  fees  are incurred  when  a  Futures
Contract  is bought or sold, and margin deposits must be maintained at all times
the Futures Contract is outstanding.

Although Futures Contracts typically require future delivery of and payment  for
financial  instruments,  Futures Contracts  usually  are closed  out  before the
delivery date. Closing out an open Futures Contract sale or purchase is effected
by entering into an offsetting Futures Contract purchase or sale,  respectively,
for the same aggregate amount of the identical financial instrument and the same
delivery  date. If the offsetting purchase price  is less than the original sale
price, the Portfolio realizes a  gain; if it is  more, the Portfolio realizes  a
loss.  Conversely,  if  the offsetting  sale  price  is more  than  the original
purchase price, the  Portfolio realizes  a gain; if  it is  less, the  Portfolio
realizes  a  loss.  The  transaction  costs  also  must  be  included  in  these
calculations. There can be no assurance, however, that a Portfolio will be  able
to  enter into  an offsetting transaction  with respect to  a particular Futures
Contract at a  particular time.  If a  Portfolio is not  able to  enter into  an
offsetting  transaction, the Portfolio will continue  to be required to maintain
the margin deposits on the Futures Contract.

As an example of an offsetting transaction, the contractual obligations  arising
from  the sale of one September stock  index Futures Contract on an exchange may
be fulfilled at any time before delivery under the Futures Contract is  required
(I.E.,  on a specified date in September,  the "delivery month") by the purchase
of the same September Futures Contract  on the same exchange. In such  instance,
the  difference between the price at which the Futures Contract was sold and the
price paid for the offsetting  purchase, after allowance for transaction  costs,
represents the profit or loss to the Portfolio.

                   Statement of Additional Information Page 8
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

Each Portfolio's Futures transactions will be entered into for hedging purposes;
that  is, Futures  Contracts will be  sold to  protect against a  decline in the
price of  securities  that  a  Portfolio owns,  or  Futures  Contracts  will  be
purchased  to  protect  the  Portfolio  against  an  increase  in  the  price of
securities it has committed to purchase or expects to purchase.

"Margin" with respect to Futures Contracts is  the amount of funds that must  be
deposited  by a Portfolio in  order to initiate Futures  trading and to maintain
the Portfolio's open positions in Futures Contracts. A margin deposit made  when
the  Futures Contract is  entered into ("initial margin")  is intended to ensure
the Portfolio's performance under the Futures Contract. The margin required  for
a  particular  Futures Contract  is set  by  the exchange  on which  the Futures
Contract is traded and may  be significantly modified from  time to time by  the
exchange during the term of the Futures Contract.

Subsequent  payments,  called  "variation  margin,"  to  and  from  the  futures
commission merchant  through  which  the  Portfolio  entered  into  the  Futures
Contract  will be made on a daily basis  as the price of the underlying security
or index fluctuates making the Futures Contract more or less valuable, a process
known as marking-to-market.

    RISKS OF  USING  FUTURES CONTRACTS.  The  prices of  Futures  Contracts  are
volatile  and  are influenced  by, among  other  things, actual  and anticipated
changes in  interest rates  and in  stock market  movements, which  in turn  are
affected  by  fiscal  and  monetary  policies  and  national  and  international
political and economic events.

There is a risk  of imperfect correlation between  changes in prices of  Futures
Contracts  and  prices  of the  securities  in the  Portfolio's  portfolio being
hedged. The degree  of imperfection  of correlation  depends upon  circumstances
such  as variations in speculative market demand for Futures and for securities,
including technical influences in Futures  trading; and differences between  the
financial  instruments being hedged and  the instruments underlying the standard
Futures Contracts available for trading. A decision of whether, when and how  to
hedge  involves  skill and  judgment,  and even  a  well-conceived hedge  may be
unsuccessful to some degree  because of unexpected  market behavior or  interest
rate trends.

Because  of  the  low  margin deposits  required,  Futures  trading  involves an
extremely high  degree  of leverage.  As  a  result, a  relatively  small  price
movement  in a Futures Contract may result in immediate and substantial loss, as
well as gain, to the investor. For example,  if at the time of purchase, 10%  of
the  value of  the Futures  Contract is  deposited as  margin, a  subsequent 10%
decrease in the value of  the Futures Contract would result  in a total loss  of
the  margin  deposit, before  any deduction  for the  transaction costs,  if the
account were then closed  out. A 15%  decrease would result in  a loss equal  to
150%  of the original margin  deposit, if the Futures  Contract were closed out.
Thus, a purchase or sale of a Futures Contract may result in losses in excess of
the amount invested in the Futures Contract.

Most U.S. Futures exchanges limit the amount of fluctuation permitted in Futures
Contract and options on Futures Contract prices during a single trading day. The
daily limit establishes the maximum amount that the price of a Futures  Contract
or option may vary either up or down from the previous day's settlement price at
the  end  of a  trading session.  Once the  daily  limit has  been reached  in a
particular type of Futures Contract or option, no trades may be made on that day
at a price beyond that limit. The daily limit governs only price movement during
a particular trading day and therefore does not limit potential losses,  because
the limit may prevent the liquidation of unfavorable positions. Futures Contract
and  option  prices  occasionally have  moved  to  the daily  limit  for several
consecutive trading days with  little or no  trading, thereby preventing  prompt
liquidation of positions and subjecting some traders to substantial losses.

If  a Portfolio were unable to liquidate a Futures or option on Futures position
due to the  absence of  a liquid  secondary market  or the  imposition of  price
limits,  it could incur  substantial losses. The Portfolio  would continue to be
subject to market risk with respect to the position. In addition, except in  the
case  of purchased options, the Portfolio would  continue to be required to make
daily variation margin payments and might  be required to maintain the  position
being  hedged by  the Future or  option or to  maintain cash or  securities in a
segregated account.

Certain characteristics  of the  Futures  market might  increase the  risk  that
movements  in the prices  of Futures Contracts  or options on  Futures might not
correlate perfectly  with  movements in  the  prices of  the  investments  being
hedged.  For example,  all participants  in the  Futures and  options on Futures
markets are subject to  daily variation margin calls  and might be compelled  to
liquidate  Futures  or  options on  Futures  positions whose  prices  are moving
unfavorably to avoid being  subject to further  calls. These liquidations  could
increase  price  volatility  of the  instruments  and distort  the  normal price
relationship between the Futures  or options and  the investments being  hedged.
Also, because initial margin deposit requirements in the Futures market are less
onerous  than  margin requirements  in the  securities  markets, there  might be
increased  participation   by  speculators   in   the  Futures   markets.   This
participation  also  might  cause  temporary  price  distortions.  In  addition,
activities of large traders in both the Futures and securities markets involving
arbitrage, "program trading"  and other  investment strategies  might result  in
temporary price distortions.

                   Statement of Additional Information Page 9
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

OPTIONS ON FUTURES CONTRACTS
Options  on Futures Contracts are similar  to options on securities, except that
options on Futures  Contracts give the  purchaser the right,  in return for  the
premium paid, to assume a position in a Futures Contract (a long position if the
option  is a call and  a short position if  the option is a  put) at a specified
exercise price at any time during the period of the option. Upon exercise of the
option, the delivery of the Futures position by the writer of the option to  the
holder  of the option will be accompanied by delivery of the accumulated balance
in the writer's Futures margin account, which represents the amount by which the
market price of the  Futures Contract, at  exercise, exceeds (in  the case of  a
call) or is less than (in the case of a put) the exercise price of the option on
the Futures Contract. If an option is exercised on the last trading day prior to
the  expiration date of the option, the settlement will be made entirely in cash
equal to the difference between the exercise price of the option and the closing
level of the securities or index upon which the Futures Contract is based on the
expiration date. Purchasers of options who fail to exercise their options  prior
to the exercise date suffer a loss of the premium paid.

The  purchase of  call options  on Futures can  serve as  a long  hedge, and the
purchase of put  options on Futures  can serve  as a short  hedge. Writing  call
options  on Futures can serve as a  limited short hedge, and writing put options
on Futures can serve as a limited  long hedge, using a strategy similar to  that
used for writing options on securities or indices.

If  a Portfolio writes an  option on a Futures Contract,  it will be required to
deposit initial and variation margin  pursuant to requirements similar to  those
applicable to Futures Contracts. Premiums received from the writing of an option
on a Futures Contract are included in the initial margin deposit.

A  Portfolio  may seek  to close  out an  option position  by selling  an option
covering the  same Futures  Contract  and having  the  same exercise  price  and
expiration  date.  The ability  to  establish and  close  out positions  on such
options is subject to the maintenance of a liquid secondary market.

LIMITATION ON USE OF FUTURES AND OPTIONS ON FUTURES
To the extent  that a  Portfolio enters into  Futures Contracts  and options  on
Futures  Contracts, in each case  other than for BONA  FIDE hedging purposes (as
defined by the  CFTC), the  aggregate initial  margin and  premiums required  to
establish   these  positions  (excluding   the  amount  by   which  options  are
"in-the-money") will not exceed 5% of  the liquidation value of the  Portfolio's
portfolio, after taking into account unrealized profits and unrealized losses on
any  contracts the Portfolio  has entered into.  In general, a  call option on a
Futures Contract  is  "in-the-money" if  the  value of  the  underlying  Futures
Contract  exceeds the strike, I.E., exercise, price of the call; a put option on
a Futures Contract  is "in-the-money"  if the  value of  the underlying  Futures
Contract  is exceeded  by the  strike price  of the  put. This  guideline may be
modified by  the Portfolios'  and  the Company's  Board  of Trustees  without  a
shareholder vote. This limitation does not limit the percentage of a Portfolio's
assets at risk to 5%.

COVER
Transactions  using Futures  Contracts and  options (other  than options  that a
Portfolio has purchased) expose the Portfolio to an obligation to another party.
A Portfolio will not enter into any such transactions unless it owns either  (1)
an  offsetting ("covered")  position in securities  or other  options or Futures
Contracts, or (2) cash, receivables and short-term debt securities with a  value
sufficient  at  all times  to  cover its  potential  obligations not  covered as
provided in (1) above. Each Portfolio will comply with SEC guidelines  regarding
cover  for these instruments and, if the  guidelines so require, set aside cash,
U.S. government  securities or  other liquid,  high-grade debt  securities in  a
segregated account with its custodian in the prescribed amount.

Assets  used as cover or  held in a segregated account  cannot be sold while the
position in the corresponding  Futures Contract or option  is open, unless  they
are  replaced with other appropriate assets. If a large portion of a Portfolio's
assets are used  for cover  or segregated  accounts, it  could affect  portfolio
management  or  the Portfolio's  ability to  meet  redemption requests  or other
current obligations.

                  Statement of Additional Information Page 10
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                                  RISK FACTORS

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

For a  description of  the risk  factors  attendant to  the Portfolios'  use  of
options  and futures, see "Options  and Futures -- Special  Risks of Options and
Futures."

ILLIQUID SECURITIES. A  Portfolio may  invest up  to 15%  of its  net assets  in
illiquid securities. Securities may be considered illiquid if a Portfolio cannot
reasonably expect within seven days to sell the securities for approximately the
amount   at  which  the  Portfolio   values  such  securities.  See  "Investment
Limitations." The  sale of  illiquid securities  if  they can  be sold  at  all,
generally  will  require more  time and  result in  higher brokerage  charges or
dealer discounts and other selling expenses  than the sale of liquid  securities
such  as securities eligible for trading on  U.S. securities exchanges or in the
OTC markets. Moreover, restricted securities, which may be illiquid for purposes
of this  limitation, often  sell,  if at  all, at  a  price lower  than  similar
securities that are not subject to restrictions on resale.

With  respect to liquidity determinations generally, Growth Portfolio's Board of
Trustees has  the  ultimate  responsibility  for  determining  whether  specific
securities,  including restricted  securities eligible  for resale  to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, are
liquid or illiquid. The Board of  Trustees has delegated the function of  making
day-to-day  determinations  of  liquidity  to G.T.  Capital  in  accordance with
procedures approved by  the Portfolios'  Board of Trustees.  G.T. Capital  takes
into account a number of factors in reaching liquidity decisions, including, but
not limited to: (i) the frequency of trading in the security; (ii) the number of
dealers  who make quotes for the security;  (iii) the number of dealers who have
undertaken to make a market in the security; (iv) the number of other  potential
purchasers;  and (v)  the nature  of the  security and  how trading  is effected
(e.g., the time needed to sell the  security, how offers are solicited, and  the
mechanics  of transfer.)  G.T. Capital monitors  the liquidity  of securities in
each  Portfolio's   securities   portfolio   and   periodically   reports   such
determinations to the Portfolio's Board of Trustees.

RISKS  OF DEBT  SECURITIES. Each Portfolio  is permitted  to purchase investment
grade debt  securities. In  selecting  securities for  each Fund,  G.T.  Capital
reviews  and monitors the creditworthiness of each issuer and issue and analyzes
interest rate  trends  and specific  developments  which may  affect  individual
issuers,  in addition to relying on ratings  assigned by S&P, Moody's or another
nationally recognized statistical rating organization ("NRSRO") as indicators of
quality. Debt  securities rated  Baa by  Moody's or  BBB by  S&P are  investment
grade,  although  Moody's considers  securities  rated Baa  to  have speculative
characteristics. Changes in economic conditions or other circumstances are  more
likely  to lead to a weakened capacity for such securities to make principal and
interest payments  than is  the  case for  higher  grade debt  securities.  Each
Portfolio  is also permitted to  purchase debt securities that  are not rated by
S&P, Moody's  or  another  NRSRO but  that  G.T.  Capital determines  to  be  of
comparable  quality  to that  of rated  securities in  which such  Portfolio may
invest. Such  securities  are included  in  the computation  of  any  percentage
limitations applicable to the comparable rated securities.

Ratings  of debt  securities represent  the rating  agencies' opinions regarding
their quality,  are not  a  guarantee of  quality and  may  be reduced  after  a
Portfolio has acquired the security. G.T. Capital will consider such an event in
determining  whether a Portfolio should continue to hold the security but is not
required to dispose  of it.  Credit ratings attempt  to evaluate  the safety  of
principal  and  interest  payments  and  do not  reflect  an  assessment  of the
volatility of the security's market value  or the liquidity of an investment  in
the  security. Also, NRSROs may fail to make timely changes in credit ratings in
response to subsequent events, so  that an issuer's current financial  condition
may be better or worse than the rating indicates.

                  Statement of Additional Information Page 11
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                             INVESTMENT LIMITATIONS

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

THE FUNDS
The  Small Cap Fund and Value Fund each has the following fundamental investment
policy to enable it  to invest in  the Small Cap  Portfolio and Value  Portfolio
respectively:

Notwithstanding any other investment policy of the Fund, the Fund may invest all
of   its  investable  assets  (cash,   securities  and  receivables  related  to
securities) in an  open-end management investment  company having  substantially
the same investment objective, policies and limitations as the Fund.

All  other fundamental investment policies, and the non-fundamental policies, of
each Fund and its corresponding Portfolio are identical. Therefore, although the
following discusses the investment policies of  each Portfolio and its Board  of
Trustees, it applies equally to each Fund and its Board of Trustees.

Each  Portfolio has adopted the  following fundamental investment limitations as
fundamental policies which (unless otherwise  noted) may not be changed  without
approval  by the  holders of the  lesser of  (i) 67% of  that Portfolio's shares
represented at a meeting at  which more than 50%  of the outstanding shares  are
represented,  and  (ii)  more than  50%  of the  Portfolio's  outstanding shares
whenever a Fund is requested to vote  on a change in the investment  limitations
of   its  corresponding  Portfolio,  such  Fund  will  hold  a  meeting  of  its
shareholders and  will cast  its votes  as instructed  by the  shareholders.  No
Portfolio may:

        (1)  Invest  in  companies  for the  purpose  of  exercising  control or
    management;

        (2) Purchase or sell real estate;  provided that a Portfolio may  invest
    in  securities  secured by  real estate  or interests  therein or  issued by
    companies that invest in real estate or interests therein;

        (3) Purchase or sell interests in oil, gas or other mineral  exploration
    or  development  programs,  except  that the  Portfolio  may  invest  in the
    securities of companies that engage in these activities;

        (4) Purchase or sell commodities or commodity contracts, except that the
    Portfolio may purchase and sell futures contracts and options;

        (5) Mortgage, pledge or in any other manner transfer as security for any
    indebtedness, any  of  its assets  except  to secure  permitted  borrowings.
    Collateral  arrangements  with respect  to initial  or variation  margin for
    futures contracts  and options  will  not be  deemed to  be  a pledge  of  a
    Portfolio's assets;

        (6)  Borrow money in excess  of 33 1/3% of  the Portfolio's total assets
    (including the  amount  borrowed),  less all  liabilities  and  indebtedness
    (other  than borrowing). Transactions  involving options, futures contracts,
    options on futures contracts,  and collateral arrangements relating  thereto
    will not be deemed to be borrowings;

        (7)  Purchase securities on margin or  effect short sales, except that a
    Portfolio may obtain  such short-term credits  as may be  necessary for  the
    clearance  of purchases or sales of securities and except in connection with
    the use of options, futures contracts or options thereon. The Portfolios may
    make deposits of  margin in  connection with futures  contracts and  options
    thereon;

        (8)  Participate on a joint or a  joint and several basis in any trading
    account in securities. (The "bunching" of orders for the sale or purchase of
    marketable portfolio securities with other accounts under the management  of
    G.T.  Capital to save  brokerage costs or  average prices among  them is not
    deemed to result in a securities trading account);

        (9) Make loans, except that  the Portfolio may purchase debt  securities
    and enter into repurchase agreements and make loans of portfolio securities;

       (10)  Purchase or retain the securities of an issuer if, to the knowledge
    of the Portfolio after reasonable inquiry,  any of the Trustees or  officers
    of  the  Portfolio  or  the Portfolio's  investment  adviser  or distributor
    individually own

                  Statement of Additional Information Page 12
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
    beneficially more  than 1/2  of 1%  of the  outstanding securities  of  such
    issuer and together own beneficially more than 5% of the securities;

       (11)  Underwrite securities of other issuers,  except to the extent that,
    in connection with  the disposition of  portfolio securities, the  Portfolio
    may be deemed an underwriter under federal or state securities laws; and

       (12) Invest more than 25% of the value of the Portfolio's total assets in
    securities  of issuers conducting their principal business activities in any
    one industry,  except that  this limitation  shall not  apply to  securities
    issued  or guaranteed as to principal and interest by the U.S. government or
    any of its agencies or instrumentalities.

In addition, each  Portfolio has adopted  as a fundamental  investment policy  a
classification as a "diversified" portfolio under the 1940 Act. This means that,
with  respect to 75%  of the Portfolio's total  assets, no more  than 5% will be
invested in the securities of any one issuer, and the Portfolio will purchase no
more than  10% of  the outstanding  voting securities  of any  one issuer.  This
policy  cannot be changed without  approval by the holders  of a majority of the
Portfolio's  outstanding  voting  securities  as   defined  above  and  in   the
Prospectus.

The  following  investment restrictions  of each  Portfolio are  not fundamental
policies and may be changed by vote of the Portfolio's Board of Trustees without
shareholder approval. Each Portfolio may not:

        (1) Invest more  than 15% of  its net assets  in illiquid securities,  a
    term  which means securities that cannot be disposed of within seven days in
    the normal  course of  business at  approximately the  amount at  which  the
    Portfolio  has  valued  the  securities and  includes,  among  other things,
    repurchase agreements maturing in more than seven days;

        (2) Invest more than 5% of its assets in securities of companies  which,
    together  with any predecessors, have been  in operation for less than three
    years;

        (3) Borrow money  except for  temporary or emergency  purposes (not  for
    leveraging)  not in excess of 33 1/3%  of the value of the Portfolio's total
    assets;

        (4) Enter into a futures contract or an option on a futures contract, in
    each case  other than  for BONA  FIDE hedging  purposes (as  defined by  the
    CFTC),  if the aggregate  initial margin and  premiums required to establish
    all  of  these  positions  (excluding  the  amount  by  which  options   are
    "in-the-money")  exceeds  5% of  the  liquidation value  of  the Portfolio's
    portfolio, after  taking  into  account unrealized  profits  and  unrealized
    losses on any contracts the Portfolio has entered into; or

        (5)  Purchase securities  of other  investment companies,  except to the
    extent permitted  by the  1940  Act, in  the open  market  at no  more  than
    customary  commission rates.  This limitation  does not  apply to securities
    received or  acquired as  dividends, through  offers of  exchange, or  as  a
    result of reorganization, consolidation, or merger.

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

A  Portfolio will not knowingly exercise  rights or otherwise acquire securities
when to do so would  jeopardize the Portfolio's status under  the 1940 Act as  a
diversified  investment company.  If a  percentage restriction  on investment or
utilization of assets in  a fundamental policy or  restriction is adhered to  at
the  time an  investment is made,  a later  change in percentage  ownership of a
security or  kind of  securities  resulting from  changing  market values  or  a
similar  type  of event  will not  be  considered a  violation of  a Portfolio's
investment policies  or  restrictions.  A  Portfolio  may  exchange  securities,
exercise  conversion  or  subscription  rights,  warrants,  or  other  rights to
purchase common stock  or other equity  securities and may  hold, except to  the
extent  limited by the 1940 Act, any  such securities so acquired without regard
to the Portfolio's investment  policies and restrictions.  The original cost  of
the securities so acquired will be included in any subsequent determination of a
Portfolio's  compliance with  the investment percentage  limitations referred to
above and in the Prospectus.

Investors should refer to the Prospectus for further information with respect to
each Fund's investment objective, which may not be changed without the  approval
of  Fund shareholders,  and its corresponding  Portfolio's investment objective,
which may  be  changed without  the  approval  of its  shareholders,  and  other
investment  policies, techniques and limitations which may or may not be changed
without shareholder approval.

                  Statement of Additional Information Page 13
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                      EXECUTION OF PORTFOLIO TRANSACTIONS

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

Subject  to policies established  by Growth Portfolio's  Board of Trustees, G.T.
Capital  is  responsible  for  the  execution  of  the  Portfolios'   securities
transactions  and the selection of brokers/dealers who execute such transactions
on behalf of the Portfolios.  In executing portfolio transactions, G.T.  Capital
seeks  the best net results for each Portfolio, taking into account such factors
as the price (including the  applicable brokerage commission or dealer  spread),
size  of the  order, difficulty of  execution and operational  facilities of the
firm involved.  Although G.T.  Capital  generally seeks  reasonably  competitive
commission  rates and spreads, payment of the lowest commission or spread is not
necessarily consistent  with the  best  net results.  While the  Portfolios  may
engage  in soft dollar  arrangements for research  services, as described below,
the Portfolios have  no obligation to  deal with any  broker/dealer or group  of
broker/dealers in the execution of portfolio transactions.

Consistent with the interests of the Portfolios, G.T. Capital may select brokers
to  execute the Portfolios' securities transactions on the basis of the research
services they provide to G.T. Capital for its use in managing the Portfolios and
its other  advisory accounts.  Such services  may include  furnishing  analyses,
reports  and information concerning  issuers, industries, securities, geographic
regions, economic factors  and trends,  portfolio strategy,  and performance  of
accounts,   and  effecting  securities  transactions  and  performing  functions
incidental thereto (such  as clearance and  settlement). Research and  brokerage
services  received from such broker  is in addition to, and  not in lieu of, the
services required to be performed by G.T. Capital under the Management  Contract
(defined  below). A commission paid to such broker may be higher than that which
another qualified broker would have charged for effecting the same  transaction,
provided  that G.T.  Capital determines  in good  faith that  such commission is
reasonable in  terms  either  of  that particular  transaction  or  the  overall
responsibility  of G.T. Capital to the Portfolios and its other clients and that
the total commissions paid by  each Fund will be  reasonable in relation to  the
benefits  received by the  Portfolios over the long  term. Research services may
also  be  received   from  dealers   who  execute   Portfolio  transactions   in
over-the-counter markets.

G.T.  Capital  may allocate  brokerage transactions  to broker/dealers  who have
entered into arrangements under which  the broker/dealer allocates a portion  of
the  commissions  paid  by  the  Portfolio  toward  payment  of  the Portfolio's
expenses, such as custodian fees.

Investment decisions  for  each  Portfolio and  for  other  investment  accounts
managed  by  G.T. Capital  are  made independently  of  each other  in  light of
differing conditions. However, the same investment decision occasionally may  be
made for two or more of such accounts, including one or more Portfolios. In such
cases,  simultaneous  transactions  may  occur.  Purchases  or  sales  are  then
allocated as to price  or amount in  a manner deemed fair  and equitable to  all
accounts  involved. While in  some cases this practice  could have a detrimental
effect upon  the price  or  value of  the  security as  far  as a  Portfolio  is
concerned,  in  other  cases G.T.  Capital  believes that  coordination  and the
ability to  participate  in  volume  transactions  will  be  beneficial  to  the
Portfolios.

Under a policy adopted by the Portfolios' Boards of Trustees, and subject to the
policy  of  obtaining  the  best  net  results,  G.T.  Capital  may  consider  a
broker/dealer's sale of the shares  of the Funds and  the other funds for  which
G.T.  Capital  serves as  investment manager  and/or administrator  in selecting
broker/dealers for the execution of portfolio transactions. This policy does not
imply a commitment to execute portfolio transactions through all  broker/dealers
that sell shares of the Funds and such other funds.

Each  Portfolio contemplates that,  consistent with the  policy of obtaining the
best net  results,  brokerage  transactions may  be  conducted  through  certain
companies  that  are members  of the  BIL  GT Group.  The Portfolios'  Boards of
Trustees have adopted procedures  in conformity with Rule  17e-1 under the  1940
Act  to  ensure  that all  brokerage  commissions  paid to  such  affiliates are
reasonable and fair in the  context of the market  in which they are  operating.
Any  such transactions  will be effected  and related compensation  paid only in
accordance with applicable SEC regulations.

                  Statement of Additional Information Page 14
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

PORTFOLIO TRADING AND TURNOVER
Although the Portfolios generally do not intend to trade for short-term profits,
the securities in  a Portfolio's portfolio  will be sold  whenever G.T.  Capital
believes  it is  appropriate to do  so, without regard  to the length  of time a
particular security may have been held,  except when doing so could violate  the
Short-Short Limitation described below in "Taxes."

Each Portfolio engages in portfolio trading when G.T. Capital has concluded that
the  sale of a  security owned by  the Portfolio and/or  the purchase of another
security of  better  value  can  enhance principal  and/or  increase  income.  A
security  may be  sold to avoid  any prospective  decline in market  value, or a
security may be purchased in anticipation of a market rise. Consistent with each
Portfolio's investment objective, a security also  may be sold and a  comparable
security purchased coincidentally in order to take advantage of what is believed
to  be a disparity  in the normal  yield and price  relationship between the two
securities.

Each Portfolio anticipates that  its annual portfolio  turnover rate should  not
exceed  75%; however, the portfolio turnover rate  will not be a limiting factor
when management deems  portfolio changes appropriate.  A 75% portfolio  turnover
rate  would occur if the lesser of the  value of purchases or sales of portfolio
securities for a Portfolio for a year (excluding purchases of U.S. Treasury  and
other  securities with a maturity  at the date of purchase  of one year or less)
were equal to  75% of  the average monthly  value of  the securities,  excluding
short-term  investments, held  by that Fund  during such  year. Higher portfolio
turnover  involves  correspondingly  greater  brokerage  commissions  and  other
transaction costs that a Portfolio will bear directly.

                  Statement of Additional Information Page 15
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                        TRUSTEES AND EXECUTIVE OFFICERS

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

The Company's Trustees and Executive Officers are listed below.

<TABLE>
<CAPTION>
Name, Position(s) with the               Principal Occupations and Business
Company and Address                      Experience for Past 5 Years
- ---------------------------------------  ------------------------------------------------------------------------------------------
<S>                                      <C>
David A. Minella*, 42                    Director of BIL GT Group Limited (holding company of the various international G.T.
Trustee, Chairman of the Board and       companies) since 1990; President, Asset Management Division, BIL GT Group Limited since
President                                1995; Director and President of G.T. Capital since 1989; Director and President of G.T.
50 California St.                        Global since 1987; and Director and President of G.T. Services since 1990. Mr. Minella
San Francisco, CA 94111                  also is a director or trustee of each of the other investment companies registered under
                                         the 1940 Act that is managed or administered by G.T. Capital.

C. Derek Anderson, 54                    Chairman and Chief Executive Officer, Anderson Capital Management, Inc. from 1988 to
Trustee                                  present; Chairman and Chief Executive Officer, Plantagenet Holdings, Ltd. from 1991 to
220 Sansome Street                       present; Director, Munsingwear, Inc.; Director, American Heritage Group Inc.; and
Suite 400                                Director, various other companies. Mr. Anderson also is a director or trustee of each of
San Francisco, CA 94104                  the other investment companies registered under the 1940 Act that is managed or
                                         administered by G.T. Capital.

Frank S. Bayley, 55                      A partner of Baker & McKenzie (a law firm), and serves as Director and Chairman of C.D.
Trustee                                  Stimson Company (a private investment company), and Trustee, Seattle Art Museum. Mr.
2 Embarcadero Center                     Bayley also is a director or trustee of each of the other investment companies registered
Suite 2400                               under the 1940 Act that is managed or administered by G.T. Capital.
San Francisco, CA 94111

Arthur C. Patterson, 52                  Managing Partner of Accel Partners (a venture capital firm). Mr. Patterson also serves as
Trustee                                  a director of various computing and software companies. Mr. Patterson also is a director
One Embarcadero Center                   or trustee of each of the other investment companies registered under the 1940 Act that is
Suite 3820                               managed or administered by G.T. Capital.
San Francisco, CA 94111

Ruth H. Quigley, 59                      Private investor. From 1984 to 1986, Ms. Quigley was President of Quigley Friedlander &
Trustee                                  Co., Inc. (a financial advisory services firm). Ms. Quigley also is a director or trustee
1055 California Street                   of each of the other investment companies registered under the 1940 Act that is managed or
San Francisco, CA 94108                  administered by G.T. Capital.

F. Christian Wignall, 39                 Senior Vice President, Chief Investment Officer -- Global Equities and a Director of G.T.
Vice President and Chief Investment      Capital since 1987, and Chairman of the Investment Policy Committee of the affiliated
Officer --                               international G.T. companies since 1990.
Global Equities
50 California Street
San Francisco, CA 94111

Gary Kreps, 40                           Senior Vice President and Chief Investment Officer -- Global Fixed Income Investments and
Vice President and Chief Investment      a director of G.T. Capital since 1992. Prior to joining G.T. Capital, Mr. Kreps was Senior
Officer -- Global Fixed Income           Vice President of the Putnam Companies from 1988 to 1992.
50 California Street
San Francisco, CA 94111
</TABLE>

                  Statement of Additional Information Page 16
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
<TABLE>
<CAPTION>
Name, Position(s) with the               Principal Occupations and Business
Company and Address                      Experience for Past 5 Years
- ---------------------------------------  ------------------------------------------------------------------------------------------
Helge K. Lee, 48                         Senior Vice President, General Counsel and Secretary of G.T. Capital, G.T. Global and G.T.
Vice President and Secretary             Services since May, 1994. Mr. Lee was the Senior Vice President, General Counsel and
50 California Street                     Secretary of Strong/Corneliuson Management, Inc. and Secretary of each of the Strong Funds
San Francisco, CA 94111                  from October, 1991 through May, 1994. For more than five years prior to October, 1991, he
                                         was a shareholder in the law firm of Godfrey & Kahn, S.C., Milwaukee, Wisconsin.
<S>                                      <C>

Peter R. Guarino, 36                     Assistant General Counsel of G.T. Capital, G.T. Global and G.T. Services since 1991. From
Assistant Secretary                      1989 to 1991, Mr. Guarino was an attorney at The Dreyfus Corporation. Prior thereto, he
50 California Street                     was associated with Colonial Management Associates, Inc.
San Francisco, CA 94111

David J. Thelander, 40                   Assistant General Counsel of G.T. Capital since January 1995. From 1993 to 1994, Mr.
Assistant Secretary                      Thelander was an associate at Kirkpatrick & Lockhart LLP (a law firm). Prior thereto he
50 California Street                     was an attorney with the U.S. Securities and Exchange Commission.
San Francisco, CA 94111

James R. Tufts, 37                       Senior Vice President -- Finance and Administration of G.T. Capital, G.T. Global and G.T.
Chief Financial Officer                  Services since 1994. Prior thereto, Mr. Tufts was Vice President -- Finance of G.T.
50 California Street                     Capital and G.T. Global since 1987; Vice President -- Finance of G.T. Services since 1990;
San Francisco, CA 94111                  and a Director of G.T. Capital, G.T Global and G.T. Services since 1991.

Kenneth W. Chancey, 50                   Vice President of G.T. Capital and G.T. Global since 1992. Mr. Chancey was Vice President
Vice President and Principal Accounting  of Putnam Fiduciary Trust Company from 1989 to 1992.
Officer
50 California Street
San Francisco, CA 94111
<FN>
- --------------
 *   Mr. Minella is an "interested person" of the Company as defined by the 1940
     Act due to his affiliation with the G.T. companies.
</TABLE>

The  Board of Trustees  has a Nominating  and Audit Committee,  comprised of Ms.
Quigley and Messrs.  Anderson, Bayley  and Patterson, which  is responsible  for
nominating persons to serve as Trustees, reviewing audits of the Company and its
Funds  and recommending firms  to serve as independent  auditors of the Company.
Each of the Trustees and officers of the Company is also a Director and  officer
of G.T. Investment Portfolios, Inc., G.T. Investment Funds, Inc. and G.T. Global
Developing  Markets Fund, Inc. and a Trustee  and officer of G.T. Greater Europe
Fund, G.T. Global  Variable Investment  Trust, G.T.  Global Variable  Investment
Series, Global High Income Portfolio and Global Investment Portfolio, which also
are  registered investment companies  managed by G.T.  Capital. Each Trustee and
Officer serves in total as a Director and or Trustee and Officer,  respectively,
of  10 registered investment companies with 41 series managed or administered by
G.T. Capital. The Company pays  each Trustee who is  not a director, officer  or
employee  of G.T. Capital or  any affiliated company $5,000  per annum plus $300
per Fund for each meeting of the  Board attended by the Trustee, and  reimburses
travel  and  other  expenses  incurred in  connection  with  attendance  at such
meetings. Other  Trustees  and  officers  receive  no  compensation  or  expense
reimbursements  from the Company.  For the fiscal year  ended December 31, 1994,
the Company  paid  Mr. Anderson,  Mr.  Bayley,  Mr. Patterson  and  Ms.  Quigley
Trustee's  fees  and expense  reimbursements  of $22,801,  $23,518,  $19,104 and
$19,941, respectively. For the year ended  December 31, 1994, Mr. Anderson,  Mr.
Bayley,  Mr.  Patterson and  Ms.  Quigley, who  are  not directors,  officers or
employees of G.T. Capital or any affiliated company, received total compensation
of $86,260.80, $91,278.72, $74,492.00 and $78,665.19, respectively, from the  38
G.T.  Funds  for which  he or  she served  as  a Director  or Trustee.  Fees and
expenses disbursed to the  Trustees contained no accrued  or payable pension  or
retirement benefits. As of the date of this Statement of Additional Information,
the  officers and Trustees and their families  as a group owned in the aggregate
beneficially or of record less than 1% of the outstanding shares of any Fund  or
of all the Company's Funds, except in Worldwide Growth Fund, in the aggregate.

                  Statement of Additional Information Page 17
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                                   MANAGEMENT

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

INVESTMENT  MANAGEMENT AND ADMINISTRATION SERVICES RELATING TO THE FUNDS AND THE
PORTFOLIOS
   
G.T. Capital serves  as each  Portfolio's investment  manager and  administrator
under   an  Investment   Management  and   Administration  Contract  ("Portfolio
Management Contract")  between each  Portfolio and  G.T. Capital.  G.T.  Capital
serves  as administrator to  each Fund under  an administration contract between
the Company  and G.T.  Capital ("Administration  Contract"). The  Administration
Contract will not be deemed an advisory contract, as defined under the 1940 Act.
As  investment  manager and  administrator,  G.T. Capital  makes  all investment
decisions for each Portfolio and, as administrator, administers each Portfolio's
and Fund's affairs. Among other things, G.T. Capital furnishes the services  and
pays  the compensation and travel expenses of persons who perform the executive,
administrative, clerical  and bookkeeping  functions of  the Portfolio  and  the
Funds,  and provides suitable office space, and necessary small office equipment
and utilities. For  these services, each  Fund will pay  administration fees  to
G.T.  Capital at the  annualized rate of  0.25% of the  Fund's average daily net
assets. In  addition, each  Fund bears  a  pro rata  portion of  the  investment
management  and administration fee  paid by its  corresponding Portfolio to G.T.
Capital. Each Portfolio pays  such fees based on  its average daily net  assets,
computed  daily and paid monthly, at the  annualized rate of 0.475% on the first
$500 million, 0.45% on the next $500  million, 0.425% on the next $500  million,
and 0.40% on all amounts thereafter.
    

The  Portfolio Management Contract and the  Administration Contract each have an
initial two-year term with respect to each Portfolio and its corresponding Fund.
The Portfolio Management Contract may be renewed with respect to a Portfolio for
additional one-year terms thereafter,  provided that any  such renewal has  been
specifically  approved  at  least  annually by:  (i)  the  Portfolios'  Board of
Trustees, or by  the vote of  a majority of  the Portfolio's outstanding  voting
securities (as defined in the 1940 Act), and (ii) a majority of Trustees who are
not parties to the Management Contract or "interested persons" of any such party
(as  defined  in the  1940 Act),  cast in  person  at a  meeting called  for the
specific purpose of voting on  such approval. The Portfolio Management  Contract
most  recently was  approved on June  20, 1995 by  the Board of  Trustees of the
Portfolios, including  a  majority  of  Trustees who  are  not  parties  to  the
Portfolio  Management Contract or "interested persons"  of any such party and by
G.T. Capital as the initial  shareholder of the Funds  on October 16, 1995.  The
Porfolio  Management Contract provides that with  respect to each Portfolio, and
the Administration Contract provides that with respect to each Fund, either  the
Company,  each  Portfolio or  G.T. Capital  may  terminate the  Contract without
penalty upon  sixty days'  written  notice to  the  other party.  The  Portfolio
Management  Contract terminates automatically in the event of its assignment (as
defined in the 1940 Act).

Under the Portfolio Management  Contract, G.T. Capital  has agreed to  reimburse
each  Portfolio if  that Portfolio's  annual ordinary  expenses exceed  the most
stringent limits  prescribed by  any  state in  which its  corresponding  Fund's
shares  are  offered  for  sale.  Currently,  the  most  restrictive  applicable
limitation provides that  a Fund's  expenses may not  exceed an  annual rate  of
2  1/2% of  the first  $30 million  of average  net assets,  2% of  the next $70
million of average net  assets and 1  1/2% of assets in  excess of that  amount.
Expenses which are not subject to this limitation are interest, taxes, brokerage
commissions,   the   amortization  of   organizational  expenses,   payments  of
distribution fees,  in  part,  and extraordinary  expenses.  In  addition,  G.T.
Capital  and G.T.  Global voluntarily have  undertaken to limit  the expenses of
each Fund (exclusive of brokerage commissions, taxes, interest and extraordinary
expenses) to the maximum annual  level of 2.00% and  2.65% of the average  daily
net assets of each Fund's Class A and Class B shares, respectively.

                  Statement of Additional Information Page 18
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

DISTRIBUTION SERVICES
Each  Fund's Advisor  Class shares are  offered continuously  through the Funds'
principal underwriter and distributor,  G.T. Global, on  a "best efforts"  basis
without a sales charge or a contingent deferred sales charge.

TRANSFER AGENCY SERVICES
G.T.  Global Investor Services, Inc. ("Transfer Agent") has been retained by the
Funds to perform  shareholder servicing,  reporting and  general transfer  agent
functions  for the  Funds. For  these services,  the Transfer  Agent receives an
annual maintenance fee of  $17.50 per account,  a new account  fee of $4.00  per
account,  a  per  transaction  fee  of $1.75  for  all  transactions  other than
exchanges and a per exchange fee of $2.25. The Transfer Agent also is reimbursed
by the Funds for  its out-of-pocket expenses for  such items as postage,  forms,
telephone charges, stationery and office supplies.

EXPENSES OF THE FUNDS
Each Fund and each Portfolio pays all expenses not assumed by G.T. Capital, G.T.
Global  and other agents.  These expenses include, in  addition to the advisory,
distribution, transfer  agency and  brokerage fees  discussed above,  legal  and
audit  expenses, custodian  fees, trustees' fees,  organizational fees, fidelity
bond and other insurance premiums, taxes, extraordinary expenses and expenses of
reports and prospectuses sent to  existing investors. The allocation of  general
Company  expenses and expenses shared by the Funds with one another, are made on
a basis deemed fair and equitable, and  may be based on the relative net  assets
of  the Funds or the nature of the services performed and relative applicability
to each  Fund. Expenditures,  including costs  incurred in  connection with  the
purchase  or sale of  portfolio securities, which  are capitalized in accordance
with  generally  accepted   accounting  principles   applicable  to   investment
companies, are accounted for as capital items and not as expenses.

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

                              VALUATION OF SHARES

- --------------------------------------------------------------------------------
As  described in the Prospectus, each Fund's  net asset value per share for each
class of shares is determined  at the close of regular  trading on The New  York
Stock  Exchange,  Inc.  ("NYSE")  (currently,  4:00  P.M.  Eastern  time, unless
weather, equipment failure  or other  factors contribute to  an earlier  closing
time). Currently, the NYSE is closed on weekends and on certain days relating to
the  following holidays: New Year's Day,  Presidents' Day, Good Friday, Memorial
Day, July 4th, Labor Day, Thanksgiving Day and Christmas Day.

Each Portfolios securities and other assets are valued as follows:

Equity securities, which are traded on  stock exchanges, are valued at the  last
sale  price on the exchange on which such securities are traded, as of the close
of business on the day the securities are being valued or, lacking any sales, at
the last available bid price. In cases where securities are traded on more  than
one  exchange,  the securities  are valued  on the  exchange determined  by G.T.
Capital to be the primary market. Securities traded in the OTC market are valued
at the last available bid price prior  to the time of valuation. Securities  and
other  assets for which  market quotations are  not readily available (including
restricted securities that  are subject  to limitations  as to  their sale)  are
valued  at fair value as  determined in good faith by  or under the direction of
the Portfolios' Board of Trustees.

Long-term debt obligations are valued at  the mean of representative quoted  bid
or  asked prices for  such securities or,  if such prices  are not available, at
prices for securities of  comparable maturity, quality  and type; however,  when
G.T. Capital deems it appropriate, prices obtained for the day of valuation from
a  bond pricing service will be  used. Short-term debt investments are amortized
to maturity  based on  their cost,  adjusted for  foreign exchange  translation,
provided that such valuations represent fair value.

Options  on indices  and securities  purchased by  the Portfolios  are valued at
their last bid price in the case of listed options or at the average of the last
bid prices  obtained  from dealers  in  the case  of  OTC options.  When  market
quotations  for futures and options  on futures held by  a Portfolio are readily
available, those positions will be valued based upon such quotations.

Securities and  other  assets  for  which  market  quotations  are  not  readily
available  are valued at fair value as determined  in good faith by or under the
direction of the Portfolios' Board of Trustees. The valuation procedures applied
in any specific

                  Statement of Additional Information Page 19
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
instance are likely to vary from case to case. However, consideration  generally
is  given  to  the  financial  position  of  the  issuer  and  other fundamental
analytical data relating to the investment and to the nature of the restrictions
on disposition of the securities (including any registration expenses that might
be borne by a Portfolio in connection with such disposition). In addition, other
factors,  such  as  the  cost  of  the  investment,  the  market  value  of  any
unrestricted  securities of the same class (both  at the time of purchase and at
the time  of valuation),  the size  of the  holding, the  prices of  any  recent
transactions  or  offers  with  respect to  such  securities  and  any available
analysts' reports regarding the issuer, generally are considered.

The fair value  of any  other assets  is added to  the value  of all  securities
positions  to arrive at the value of a Fund's total assets (which, for each Fund
is the  value  of its  investment  in  its corresponding  Portfolio).  A  Fund's
liabilities,  including  accruals  for  expenses, are  deducted  from  its total
assets. Once the total value of a Fund's net assets is so determined, that value
is then divided by  the total number of  shares outstanding (excluding  treasury
shares),  and the result, rounded to the nearer cent, is the net asset value per
share.

Events affecting the values of portfolio securities that occur between the  time
their  prices are determined and  the close of regular  trading on the NYSE will
not be reflected in the Funds' net  asset values unless G.T. Capital, under  the
supervision  of the Company's Board of  Trustees, determines that the particular
event would materially affect net asset value.  As a result, a Fund's net  asset
value  may be significantly affected by such  trading on days when a shareholder
has no access to the Fund.

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

                         INFORMATION RELATING TO SALES
                                AND REDEMPTIONS

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

PAYMENT AND TERMS OF OFFERING
Payment for Advisor Class shares purchased should accompany the purchase  order,
or  funds should be wired to the  Transfer Agent as described in the Prospectus.
Payment, other than by wire transfer, must be made by check or money order drawn
on a U.S. bank. Checks or money orders must be payable in U.S. dollars.

As a condition of this offering, if an order to purchase either class of  shares
is  cancelled due to  nonpayment (for example,  because a check  is returned for
"not sufficient funds"), the person who  made the order will be responsible  for
any  loss  incurred  by a  Fund  by reason  of  such cancellation,  and  if such
purchaser is a shareholder, that Fund shall  have the authority as agent of  the
shareholder  to redeem shares  in his or  her account at  their then-current net
asset value per share  to reimburse that Fund  for the loss incurred.  Investors
whose  purchase orders have  been cancelled due to  nonpayment may be prohibited
from placing future orders.

The Funds  reserve the  right  at any  time to  waive  or increase  the  minimum
requirements applicable to initial or subsequent investments with respect to any
person or class of persons. An order to purchase shares is not binding on a Fund
until  it  has  been  confirmed  in writing  by  the  Transfer  Agent  (or other
arrangements made with the Fund, in  the case of orders utilizing wire  transfer
of funds, as described above) and payment has been received. To protect existing
shareholders,  the Funds reserve the right to reject any offer for a purchase of
shares by any individual.

SALES OUTSIDE THE UNITED STATES
Sales of Fund shares made through brokers  outside the United States will be  at
net  asset value plus a sales commission,  if any, established by that broker or
by local  law. Such  commission, if  any, may  be more  or less  than the  sales
charges listed in the sales charge table included in the Prospectus.

EXCHANGES BETWEEN FUNDS
Shares  of a Fund may be exchanged for shares of other G.T. Global Mutual Funds,
based on  their respective  net asset  values without  imposition of  any  sales
charges  provided that the registration  remains identical. Advisor Class shares
may be  exchanged only  for Advisor  Class shares  of other  G.T. Global  Mutual
Funds.  The exchange privilege is not an  option or right to purchase shares but
is permitted under  the current policies  of the respective  G.T. Global  Mutual
Funds.  The privilege may be  discontinued or changed at any  time by any of the
Funds upon 60 days' prior written notice to the shareholders of such Fund and is
available only  in  states  where  the exchange  may  be  made  legally.  Before
purchasing

                  Statement of Additional Information Page 20
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
shares  through the  exercise of  the exchange  privilege, a  shareholder should
obtain and read a copy of the Prospectus of the Fund to be purchased and  should
consider the investment objective(s) of that Fund.

TELEPHONE REDEMPTIONS
A  corporation or partnership  wishing to utilize  telephone redemption services
must submit a "Corporate Resolution" or "Certificate of Partnership"  indicating
the names, titles and the required number of signatures of persons authorized to
act  on  its  behalf.  The  certificate must  be  signed  by  a  duly authorized
officer(s) and,  in  the case  of  a corporation,  the  corporate seal  must  be
affixed. All shareholders may request that redemption proceeds be transmitted by
bank wire directly to the shareholder's predesignated account at a domestic bank
or  savings institution if the proceeds are at least $1,000. Costs in connection
with the administration of this service,  including wire charges, will be  borne
by  the Funds. Proceeds of less than $ 1,000 will be mailed to the shareholder's
registered address of record. The Funds and the Transfer Agent reserve the right
to refuse  any telephone  instructions and  may discontinue  the  aforementioned
redemption options upon 30 days' written notice.

SUSPENSION OF REDEMPTION PRIVILEGES
The  Funds may suspend redemption privileges or postpone the date of payment for
more than seven days after a redemption order is received during any period: (1)
when the NYSE is  closed other than customary  weekend and holiday closings,  or
when  trading on  the NYSE  is restricted as  directed by  the SEC;  (2) when an
emergency exists, as  defined by  the SEC, which  will prohibit  the Funds  from
disposing  of portfolio  securities owned by  them or in  fairly determining the
value of their assets; or (3) as the SEC may otherwise permit.

REDEMPTIONS IN KIND
It is possible  that conditions  may arise  in the  future which  would, in  the
opinion  of the Company's Board  of Trustees, make it  undesirable for a Fund to
pay for all redemptions in  cash. In such cases and  to the extent permitted  by
Rule  18f-1 under the  1940 Act, the Board  may authorize payment  to be made in
portfolio securities or  other property  of a  Fund, so  called "redemptions  in
kind."  Payment  of  redemptions in  kind  will  be made  in  readily marketable
securities. Such securities would be valued  at the same value assigned to  them
in  computing  the  net  asset  value  per  share.  Shareholders  receiving such
securities would  incur  brokerage  costs  in selling  any  such  securities  so
received  and would be subject  to any increase or decrease  in the value of the
securities until they were sold.

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

                                     TAXES

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

TAXATION OF THE FUNDS
Each Fund is treated as a separate corporation for federal income tax  purposes.
In  order  to  qualify or  continue  to  qualify for  treatment  as  a regulated
investment company ("RIC")  under the  Code, each  Fund must  distribute to  its
shareholders  for  each taxable  year  at least  90%  of its  investment company
taxable income (consisting generally of net investment income and net short-term
capital gain  ("Distribution  Requirement")  and must  meet  several  additional
requirements.  With  respect  to  each  Fund,  these  requirements  include  the
following: (1)  the Fund  must derive  at least  90% of  its gross  income  each
taxable year from dividends, interest, payments with respect to securities loans
and  gains from  the sale  or other  disposition of  securities or  other income
(including  gains  from  options  or  Futures)  derived  with  respect  to   its
business  of investing in  securities ("Income Requirement");  (2) the Fund must
derive less than  30% of its  gross income each  taxable year from  the sale  or
other  disposition of securities, or  any options or futures  that were held for
less than three months and that are not directly related to the Fund's principal
business of investing  in securities  (or options  and futures  with respect  to
securities)  ("Short-Short Limitation"); (3) at the close of each quarter of the
Fund's taxable year,  at least  50% of  the value of  its total  assets must  be
represented  by cash and  cash items, U.S.  government securities, securities of
other RICs  and other  securities,  with these  other securities  limited,  with
respect  to any one issuer, to an amount that does not exceed 5% of the value of
the Fund's  total assets  and  that does  not represent  more  than 10%  of  the
issuer's  outstanding voting securities; and (4) at the close of each quarter of
the Fund's taxable year, not more than 25% of the value of its total assets  may
be  invested  in  securities  (other  than  U.S.  government  securities  or the
securities of other RICs) of  any one issuer. Each Fund,  as an investor in  its
corresponding  Portfolio,  is  deemed  to  own  a  proportionate  share  of  the
Portfolios

                  Statement of Additional Information Page 21
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
assets, and  to  earn a  proportionate  share  of the  Portfolio's  income,  for
purposes  whether the Fund satisfies all  of the requirements described above to
qualify as a RIC.

Each Fund will be subject to a nondeductible 4% excise tax ("Excise Tax") to the
extent it fails to distribute by the end of any calendar year substantially  all
of  its  ordinary income  for  that year  and capital  gain  net income  for the
one-year period ending on October 31 of that year, plus certain other amounts.

TAXATION OF THE PORTFOLIOS
Each Portfolio  is treated  as a  separate partnership  for federal  income  tax
purposes and is not a "publicly traded partnership." As a result, each Portfolio
is  not subject to federal income tax; instead, each Fund, as an investor in its
corresponding Portfolio, is  required to  take into account  in determining  its
federal income tax liability its share of the Portfolio's income, gains, losses,
deductions  and  credits, without  regard to  whether it  has received  any cash
distributions from the Portfolio. Each Portfolio also is not subject to New York
income or franchise tax.

Because, as noted above, each Fund is deemed to own a proportionate share of its
corresponding Portfolio's  assets, and  to  earn a  proportionate share  of  its
corresponding  Portfolio's income, for purposes  of determining whether the Fund
satisfies the requirements to qualify as  a RIC, each such Portfolio intends  to
conduct  its operations so that  its corresponding Fund will  be able to satisfy
all those requirements.

Distributions to each Fund from its corresponding Portfolio (whether pursuant to
a partial or  complete withdrawal or  otherwise) will not  result in the  Fund's
recognition of any gain or loss for federal income tax purposes, except that (1)
gain  will be recognized to the extent  any cash that is distributed exceeds the
Fund's basis  for  its  interest  in  its  corresponding  Portfolio  before  the
distribution,  (2) income or gain  will be recognized if  the distribution is in
liquidation of the  Fund's entire  interest in its  corresponding Portfolio  and
includes  a disproportionate  share of  any unrealized  receivables held  by the
Portfolio, and  (3)  loss  will  be recognized  if  a  liquidation  distribution
consists solely of cash and/or unrealized receivables. Each Fund's basis for its
interest  in its corresponding Portfolio generally will equal the amount of cash
and the basis of any  property the Fund invests  in the Portfolio, increased  by
the  Fund's share of the  Portfolio's net income and  gains and decreased by (a)
the amount of cash and  the basis of any  property the Portfolio distributes  to
the Fund and (b) the Fund's share of the Portfolio's losses.

NON-U.S. SHAREHOLDERS
Dividends  paid by a  Fund to a shareholder  who, as to the  United States, is a
nonresident alien individual, nonresident alien fiduciary of a trust or  estate,
foreign  corporation  or  foreign partnership  ("foreign  shareholder")  will be
subject to  U.S. withholding  tax  (at a  rate of  30%  or lower  treaty  rate).
Withholding will not apply if a dividend paid by a Fund to a foreign shareholder
is  "effectively connected  with the  conduct of a  U.S. trade  or business," in
which case the  reporting and  withholding requirements  applicable to  domestic
shareholders  will apply. Distributions  of net capital gain  are not subject to
withholding, but in the case of a foreign shareholder who is a nonresident alien
individual, such distributions ordinarily will be subject to U.S. income tax  at
a  rate of 30% (or lower treaty rate) if the individual is physically present in
the United  States for  more  than 182  days during  the  taxable year  and  the
distributions  are attributable to  a fixed place of  business maintained by the
individual in the United States.

OPTIONS AND FUTURES
The use  of  hedging transactions,  such  as selling  (writing)  and  purchasing
options  and Futures  involves complex  rules that  will determine,  for federal
income tax purposes, the  character and timing of  recognition of the gains  and
losses a Portfolio realizes in connection therewith. Income from transactions in
options  and Futures  derived by  a Portfolio  with respect  to its  business of
investing in securities,  will qualify  as permissible income  under the  Income
Requirement  for that Portfolio and its corresponding Fund. However, income from
the disposition by a  Portfolio of options  and Futures will  be subject to  the
Short-Short  Limitation if they are held for less than three months. Income from
the disposition by  a Portfolio of  options and Futures,  that are not  directly
related  to the  Portfolio's principal business  of investing  in securities (or
options  and  Futures  with  respect  thereto)  also  will  be  subject  to  the
Short-Short Limitation if they are held for less than three months.

If  a  Portfolio satisfies  certain  requirements, any  increase  in value  of a
position that is part of a "designated hedge" will be offset by any decrease  in
value  (whether realized or  not) of the offsetting  hedging position during the
period of the hedge  for purposes of determining  whether the Portfolio (or  its
corresponding  Fund) satisfies  the Short-Short  Limitation. Thus,  only the net
gain (if any) from  the designated hedge  will be included  in gross income  for
purposes  of that  limitation. Each Portfolio  intends that, when  it engages in
hedging transactions, it  will qualify for  this treatment, but  at the  present
time  it is  not clear whether  this treatment  will be available  for all those
transactions.   To   the   extent   this   treatment   is   not   available,   a

                  Statement of Additional Information Page 22
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
Portfolio may be forced to defer the closing out of certain options and Futures,
beyond  the time when it otherwise would be  advantageous to do so, in order for
the Portfolio (or its corresponding Fund) to qualify or continue to qualify as a
RIC.

Futures that are subject to section 1256 of the Code (other than those that  are
part  of a "mixed straddle")  ("Section 1256 Contracts") and  that are held by a
Portfolio at the end of its taxable  year generally will be deemed to have  been
sold  at market value for federal income  tax purposes. Sixty percent of any net
gain or loss recognized on these deemed sales, and 60% of any net realized  gain
or  loss from  any actual sales  of Section  1256 Contracts, will  be treated as
long-term capital gain or  loss, and the balance  will be treated as  short-term
capital gain or loss.

TAXATION OF THE FUNDS' SHAREHOLDERS
Dividends  and  other  distributions  declared  by a  Fund  in,  and  payable to
shareholders of record as  of a date  in, October, November  or December of  any
year  will  be  deemed  to have  been  paid  by  the Fund  and  received  by the
shareholders on December 31 of  that year if the  distributions are paid by  the
Fund  during  the following  January. Accordingly,  those distributions  will be
taxed to shareholders for the year in which that December 31 falls.

A portion  of the  dividends from  a Fund's  investment company  taxable  income
(whether  paid in cash or  reinvested in additional shares)  may be eligible for
the dividends-received deduction allowed  to corporations. The eligible  portion
may not exceed the aggregate dividends received by a Fund (directly or through a
Portfolio)  from U.S. corporations.  However, dividends received  by a corporate
shareholder and deducted by it pursuant to the dividends-received deduction  may
be subject indirectly to the alternative minimum tax.

If  Fund shares are sold at a loss after  being held for six months or less, the
loss will be treated  as long-term, instead of  short-term, capital loss to  the
extent  of any  capital gain distributions  received on  those shares. Investors
also should be aware that if shares are purchased shortly before the record date
for any dividend or other distribution, the shareholder will pay full price  for
the shares and receive some portion of the price back as a taxable distribution.

Dividends  paid by a  Fund to a shareholder  who, as to the  United States, is a
nonresident alien  individual  or nonresident  alien  fiduciary of  a  trust  or
estate,  foreign corporation or foreign partnership ("foreign shareholder") will
be subject to  U.S. withholding tax  (at a rate  of 30% or  lower treaty  rate).
Withholding will not apply if a dividend paid by a Fund to a foreign shareholder
is  "effectively connected  with the  conduct of a  U.S. trade  or business," in
which case the  reporting and  withholding requirements  applicable to  domestic
shareholders  will apply. Distributions  of net capital gain  are not subject to
withholding, but in the case of a foreign shareholder who is a nonresident alien
individual, those distributions ordinarily will be subject to U.S. income tax at
a rate of 30% (or lower treaty rate) if the individual is physically present  in
the  United  States for  more  than 182  days during  the  taxable year  and the
distributions are attributable to  a fixed place of  business maintained by  the
individual in the United States.

The foregoing is a general and abbreviated summary of certain federal income tax
considerations  affecting the Funds  and their shareholders  and the Portfolios.
Investors are  urged  to  consult  their own  tax  advisers  for  more  detailed
information  and for  information regarding any  foreign, state  and local taxes
applicable to distributions received from a Fund.

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

                             ADDITIONAL INFORMATION

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

BIL GT GROUP
Other subsidiaries of the BIL GT Group include the Bank in Liechtenstein AG,  an
international  financial  services institution  founded in  1920, with  over $17
billion  in  assets  under  administration  and  principal  offices  in   Vaduz,
Liechtenstein,  Bank  in  Liechtenstein  (Frankfurt)  GmbH,  and  Bilfinanz  und
Verwaltung AG located in Zurich, Switzerland. In total, BIL GT Group encompasses
over $43 billion in assets under management and administration.

CUSTODIAN
State Street Bank and Trust Company, 225 Franklin Street, Boston,  Massachusetts
02110, acts as custodian of the Portfolios' and the Funds' assets.

                  Statement of Additional Information Page 23
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

INDEPENDENT ACCOUNTANTS
The  Company's and the Portfolios' independent accountants are Coopers & Lybrand
L.L.P., One Post Office Square,  Boston, Massachusetts 02109. Coopers &  Lybrand
L.L.P.  conducts annual audits of  the Funds, assists in  the preparation of the
Funds' federal and state  income tax returns and  consults with the Company  and
the  Funds as to matters of accounting, regulatory filings and federal and state
income taxation.

USE OF NAME
G.T. Capital has granted the  Company the right to use  the "G.T." name and  has
reserved  the right  to withdraw  its consent  to the  use of  such name  by the
Company and/or any of the Funds at any time, or to grant the use of such name to
any other company.

SHAREHOLDER LIABILITY
Under certain  circumstances, shareholders  of  a Fund  may be  held  personally
liable  for  the obligations  of the  Fund. The  Company's Declaration  of Trust
provides that shareholders shall  not be subject to  any personal liability  for
the  acts  or  obligations of  a  Fund or  the  Company and  that  every written
agreement, obligation  or other  undertaking made  or issued  by a  Fund or  the
Company  shall  contain a  provision  to the  effect  that shareholders  are not
personally  liable   thereunder.  The   Declaration   of  Trust   provides   for
indemnification  out of  the Company's  assets under  certain circumstances, and
further provides that the Company shall, upon request, assume the defense of any
act or obligation  of a  Fund or  the Company  and that  the Fund  in which  the
shareholder  holds shares will indemnify the shareholder for all legal and other
expenses incurred  therewith.  Thus, the  risk  of any  shareholder's  incurring
financial  loss  beyond  his  or her  investment,  because  of  this theoretical
shareholder liability, is  limited to  circumstances in  which the  Fund or  the
Company itself would be unable to meet its obligations.

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

                               INVESTMENT RESULTS

- --------------------------------------------------------------------------------
A  Fund's "Standardized  Return", as referred  to in the  Prospectus (see "Other
Information --  Performance  Information"  in  the  Prospectus),  is  calculated
separately  for  Class A,  Class  B and  Advisor Class  shares  of each  Fund as
follows: Standardized Return ("T") is computed by using the value at the end  of
the  period ("EV") of a  hypothetical initial investment of  $1,000 ("P") over a
period of years  ("n") according  to the following  formula as  required by  the
Securities and Exchange Commission: P(1+T)n = EV. The following assumptions will
be reflected in computations made in accordance with this formula: (1) for Class
A shares, deduction of the maximum sales charge of 4.75% from the $1,000 initial
investment;  (2)  for Class  B shares,  deduction  of the  applicable contingent
deferred sales charge imposed  on a redemption  of Class B  shares held for  the
period;  (3) reinvestment of  dividends and distributions at  net asset value on
the reinvestment date determined by the Board; and (4) a complete redemption  at
the end of any period illustrated.

As  discussed  in the  Prospectus, each  Fund  may quote  Non-Standardized Total
Returns that  do  not reflect  the  effect of  sales  charges.  Non-Standardized
Returns  may  be  quoted  for  the same  or  different  time  periods  for which
Standardized Returns are quoted.

Each Fund's investment results will vary from time to time depending upon market
conditions, the composition of the Fund's portfolio and operating expenses of  a
Fund,  so that current  or past yield  or total return  should not be considered
representative of what an investment  in a Fund may  earn in any future  period.
These  factors  and  possible differences  in  the methods  used  in calculating
investment results  should  be considered  when  comparing a  Fund's  investment
results with those published for other investment companies and other investment
vehicles.  A  Fund's results  also should  be considered  relative to  the risks
associated with  such Fund's  investment  objective and  policies. A  Fund  will
include  performance  data  for  all  classes of  shares  of  that  Fund  in any
advertisement or information including performance data for the Fund.

In advertising and sales materials, G.T. Global may make reference to or discuss
its products, services and accomplishments. Among these accomplishments are that
in 1983  G.T. Global  provided assistance  to  the government  of Hong  Kong  in
linking  its currency to the  U.S. dollar, and that  in 1987 Japan's Ministry of
Finance licensed  G.T. Management  (Japan)  Ltd. as  one  of the  first  foreign
discretionary  investment managers for Japanese investors. Such accomplishments,
however, should not be viewed as an endorsement of G.T. Global by the government
of Hong Kong, Japan's Ministry of

                  Statement of Additional Information Page 24
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
Finance  or  any  other  government  or  government  agency.  Nor  do  any  such
accomplishments of G.T. Global provide any assurance that the G.T. Global Mutual
Funds' investment objectives will be achieved.

Each Fund's investment results will vary from time to time depending upon market
conditions,  the composition of the Fund's portfolio and operating expenses of a
Fund, so that current  or past yield  or total return  should not be  considered
representative  of what an investment  in a Fund may  earn in any future period.
These factors  and  possible differences  in  the methods  used  in  calculating
investment  results  should be  considered  when comparing  a  Fund's investment
results with those published for other investment companies and other investment
vehicles. A  Fund's results  also should  be considered  relative to  the  risks
associated  with  such Fund's  investment objective  and  policies. A  Fund will
include performance  data  for  all  classes  of shares  of  that  Fund  in  any
advertisement or information including performance data for the Fund.

In advertising and sales materials, G.T. Global may make reference to or discuss
its products, services and accomplishments. Among these accomplishments are that
in  1983  G.T. Global  provided assistance  to  the government  of Hong  Kong in
linking its currency to the  U.S. dollar, and that  in 1987 Japan's Ministry  of
Finance  licensed  G.T. Management  (Japan)  Ltd. as  one  of the  first foreign
discretionary investment managers for Japanese investors. Such  accomplishments,
however, should not be viewed as an endorsement of G.T. Global by the government
of  Hong Kong, Japan's Ministry of Finance or any other government or government
agency. Nor do  any such accomplishments  of G.T. Global  provide any  assurance
that the G.T. Global Mutual Funds' investment objectives will be achieved.

IMPORTANT POINTS TO NOTE ABOUT THE FOLLOWING WORLD FINANCIAL AND ECONOMIC DATA
The following information is based on sources believed to be reliable, but which
may  be subject to revision and which has not been independently verified by the
Company or G.T. Global. The authors and  publishers of such material are not  to
be  considered as "experts" under the Securities  Act of 1933, on account of the
inclusion of such information herein.

G.T.  Global  believes  that  this  information  may  be  useful  to   investors
considering  whether and to  what extent to  diversify their investments through
the purchase of mutual funds. However, this data is not a representation of  the
past  performance  of  any  of these  Funds,  nor  is it  a  prediction  of such
performance. The  performance  of the  Funds  will differ  from  the  historical
performance  of the indices  represented above. The  performance of indices does
not take  expenses  into  account,  while  each  Fund  incurs  expenses  in  its
operations,  which will reduce performance. Each Fund is actively managed, I.E.,
G.T. Capital, as each  Fund's investment manager,  actively purchases and  sells
securities  in seeking each Fund's investment objective. Moreover, each Fund may
invest a portion of its assets in corporate bonds, while the below data  relates
only  to government bonds. Each  of these factors will  cause the performance of
each Fund to differ from the indices shown below.

Each Fund  and G.T.  Global may  from time  to time  compare the  Fund with  the
following:

        (1)  The  Lehman  Bros.  Government/Corporate  Bond  Index,  which  is a
    comprehensive measure  of  all  public  obligations  of  the  U.S.  Treasury
    (excluding  flower bonds and  foreign targeted issues),  all publicly issued
    debt  of  agencies  of  the  U.S.  Government  (excluding  mortgage   backed
    securities),  and all  public, fixed rate,  non-convertible investment grade
    domestic corporate debt  rated at  least Baa by  Moody's Investors  Service,
    Inc.  or  BBB by  Standard  and Poor's  Ratings Group,  or,  in the  case of
    nonrated bonds,  BBB by  Fitch Investors  Service (excluding  Collateralized
    Mortgage Obligations).

        (2)  The Consumer Price Index, which is  a measure of the average change
    in prices over time in  a fixed market basket  of goods and services  (e.g.,
    food,  clothing, shelter, fuels, transportation  fares, charges for doctors'
    and dentists' services, prescription medicines, and other goods and services
    that people buy for day-to-day living).  There is inflation risk which  does
    not  affect a  security's value  but its purchasing  power i.e.  the risk of
    changing price levels  in the economy  that affects security  prices or  the
    price of goods and services.

        (3)  Data  and  mutual fund  rankings  published or  prepared  by Lipper
    Analytical  Data  Services,  Inc.  ("Lipper"),  CDA/Wiesenberger  Investment
    Company   Services  ("CDA/Wiesenberger"),  Morningstar,  Inc.  and/or  other
    companies that  rank and/or  compare mutual  funds by  overall  performance,
    investment  objectives, assets, expense levels,  periods of existence and/or
    other factors. In this regard each Fund may be compared to the Fund's  "peer
    group"  as  defined by  Lipper,  CDA/Wiesenberger, Morningstar  and/or other
    firms, as applicable,  or to  specific funds or  groups of  funds within  or
    without  such peer group. Lipper generally ranks funds on the basis of total
    return, assuming  reinvestment of  distributions, but  does not  take  sales
    charges  or  redemption fees  into  consideration, and  is  prepared without
    regard to tax  consequences. In addition  to the mutual  fund rankings,  the
    Fund's  performance  may  be  compared to  mutual  fund  performance indices
    prepared by Lipper. Morningstar  is a mutual fund  rating service that  also
    rates  mutual funds on  the basis of  risk-adjusted performance. Morningstar
    ratings are calculated from a fund's three, five and ten year average annual
    returns with appropriate  fee adjustments  and a risk  factor that  reflects
    fund performance relative

                  Statement of Additional Information Page 25
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
    to  the three-month U.S.  Treasury bill monthly returns.  Ten percent of the
    funds in an investment  category receive five stars  and 22.5% receive  four
    stars. The ratings are subject to change each month.

        (4)  Standard & Poor's 500 Composite Stock Price Index which is a widely
    recognized index  composed of  the  capitalization-weighted average  of  the
    price of 500 of the largest publicly traded stocks in the U.S.

        (5) Salomon Brothers Broad Investment Grade Index which is a widely used
    index  composed of  U.S. domestic government,  corporate and mortgage-backed
    fixed income securities.

        (6) Dow Jones Industrial Average.

        (7) CNBC/Financial News Composite Index.

        (8) Morgan Stanley Capital International World Indices, including, among
    others, the Morgan Stanley Capital International U.S. Index.

        (9) Datastream  and Worldscope  each is  an on-line  database  retrieval
    service  for  information  including,  but  not  limited  to,  international
    financial and economic data.

       (10) Various publications including, but not limited to ratings  agencies
    such  as  Moody's Investors  Service,  Fitch Investors  Service,  Standard &
    Poor's.

       (11) Wilshire Associates which is  an on-line database for  international
    financial  and economic data including performance  measure for a wide range
    of securities.

       (12) Bank Rate National Monitor Index, which is an average of the  quoted
    rates for 100 leading banks and thrifts in ten U.S. cities.

       (13)  Average of  Savings Accounts,  which is a  measure of  all kinds of
    savings deposits,  including  longer-term  certificates  (based  on  figures
    supplied by the U.S. League of Savings Institutions). Savings accounts offer
    a  guaranteed rate  of return on  principal, but no  opportunity for capital
    growth. During  a portion  of the  period, the  maximum rates  paid on  some
    savings deposits were fixed by law.

Indices,  economic and  financial data prepared  by the  research departments of
such financial organizations as Salomon Brothers, Inc., Lehman Brothers, Merrill
Lynch, Pierce, Fenner & Smith, Inc., J. P. Morgan, Morgan Stanley, Smith  Barney
Shearson,  S.G.  Warburg, Jardine  Flemming,  Barings Securities,  The  Bank for
International Settlements,  Bloomberg, L.P.,  and  Ibbottson Associates  may  be
used,  as well as information reported by the Federal Reserve and the respective
Central Banks of various nations. In  addition, G.T. Global may use  performance
rankings,  ratings and  commentary reported  periodically in  national financial
publications, including but not limited  to Money Magazine, Smart Money,  Global
Finance,  EuroMoney,  Financial  World, Forbes,  Fortune,  Business  Week, Latin
Finance, the Wall Street Journal, Emerging Markets Weekly, Kiplinger's Guide  To
Personal  Finance, Barron's, The Financial Times, USA Today, The New York Times,
Far  Eastern  Economic   Review,  The  Economist,   Investors  Business   Daily,
Congressional Quarterly and Investors Business Digest. Each Fund may compare its
performance  to that of  other compilations or indices  of comparable quality to
those listed above and other indices  which may be developed and made  available
in the future.

From  time  to time,  each  Fund and  G.T.  Global may  refer  to the  number of
shareholders in the Funds  or the aggregate number  of shareholders in all  G.T.
Global  Mutual Funds or the dollar amount of each Fund's assets under management
in advertising materials.

G.T. Global  believes  each Fund  is  an appropriate  investment  for  long-term
investment  goals including, but  not limited to  funding retirement, paying for
education or purchasing a house. G.T. Global may provide information designed to
help individuals understand their investment goals and explore various financial
strategies.  For  example,  G.T.  Global  may  describe  general  principles  of
investing,  such as asset  allocation, diversification and  risk tolerance. Each
Fund does not represent a complete  investment program and the investors  should
consider  each Fund  as appropriate  for a  portion of  their overall investment
portfolio with regard to their long-term investment goals. There is no assurance
that any such information will lead to achieving these goals or guarantee future
results.

From time to  time, G.T.  Global may  refer to or  advertise the  names of  such
companies,  or their products although  there can be no  assurance that any G.T.
Global Mutual Fund may own the securities of these companies.

Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical  returns
of  the capital  markets in  the United  States, including  common stocks, small
capitalization stocks, long-term  corporate bonds, intermediate-term  government
bonds,

                  Statement of Additional Information Page 26
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
long-term government bonds, Treasury bills, the U.S. rate of inflation (based on
the  CPI), and combinations of various capital markets. The performance of these
capital markets are based on the returns of different indices.

G.T. Global Funds may use the performance  of these capital markets in order  to
demonstrate   general   risk-versus-reward  investment   scenarios.  Performance
comparisons may also include  the value of a  hypothetical investment in any  of
these  capital  markets. The  risks associated  with the  security types  in any
capital market  may  or may  not  correspond directly  to  those of  the  funds.
Ibbotson calculates total returns in the same method as the funds. The funds may
also  compare performance to that  of other compilations or  indices that may be
developed and made available in the future.

Each Fund may  quote various  measures of volatility  and benchmark  correlation
such as beta, standard deviation and R(2) in advertising. In addition, each Fund
may  compare these measures to those of other funds. Measures of volatility seek
to compare  each Fund's  historical share  price fluctuations  or total  returns
compared to those of a benchmark. All measures of volatility and correlation are
calculated using averages of historical data.

Each  Fund may advertise  examples of the effects  of periodic investment plans,
including the principle of dollar cost averaging programs. In such a program, an
investor invests a fixed dollar amount in a fund at periodic intervals,  thereby
purchasing  fewer shares when  prices are high  and more shares  when prices are
low. While such a strategy does not assure  a profit or guard against loss in  a
declining  market, the investor's  average cost per  share can be  lower than if
fixed numbers of shares are purchased at the same intervals. In evaluating  such
a  plan, investors should  consider their ability  to continue purchasing shares
through periods of low price levels.

Each Fund  may be  available  for purchase  through  retirement plans  or  other
programs  offering deferral of or exemption from income taxes, which may produce
superior after tax returns over time. For example, a $10,000 investment  earning
a  taxable return of 10% annually would have an after-tax value of $17,976 after
ten years, assuming tax was deducted from the return each year at a 39.6%  rate.
An  equivalent tax-deferred investment would have  an after-tax value of $19,626
after ten years, assuming  tax was deducted  at a 39.6%  rate from the  deferred
earnings at the end of the ten-year period.

Each  Fund may describe in its sales material and advertisements how an investor
may invest in  the G.T.  Global Funds  through various  retirement accounts  and
plans  that offer deferral of  income taxes on investment  earnings and may also
enable an investor to make  pre-tax contributions. Because of their  advantages,
these  retirement accounts and plans may  produce returns superior to comparable
non-retirement investments. The Funds may also discuss these accounts and  plans
which include:

INDIVIDUAL RETIREMENT ACCOUNTS (IRAS): Any individual who receives earned income
from  employment (including  self-employment) can  contribute up  to $2,000 each
year to  an IRA  (or if  less,  100% of  compensation). If  your spouse  is  not
employed,  a total of $2,250 may be contributed each year to IRAs set up for you
and your  spouse  (subject  to  the  maximum of  $2,000  to  either  IRA).  Some
individuals  may be able to  take an income tax  deduction for the contribution.
Regular contributions  may not  be  made for  the year  you  become 70  1/2,  or
thereafter. Please consult your tax advisor for more information.

ROLLOVER  IRAS: Individuals who receive  distributions from qualified retirement
plans (other than  required distributions) and  who wish to  keep their  savings
growing  tax-deferred  can  rollover  (or  make  a  direct  transfer  of)  their
distribution to a  Rollover IRA. These  accounts can also  receive rollovers  or
transfers  from an existing IRA. If  an "eligible roll-over distribution" from a
qualified employer-sponsored retirement plan is  not directly rolled over to  an
IRA  (or  certain qualified  plans),  withholding at  the  rate of  20%  will be
required for federal income tax purposes.  A distribution from a qualified  plan
that  is not an "eligible rollover  distribution," including a distribution that
is one  of a  series  of substantially  equal  periodic payments,  generally  is
subject to regular wage withholding or withholding at the rate of 10% (depending
on  the type and amount  of the distribution), unless you  elect not to have any
withholding apply. Please consult your tax advisor for more information.

SEP-IRAS AND SALARY-REDUCTION SEP-IRAS: Simplified employee pension (SEP)  plans
and  salary-reduction SEPs  provide self-employed individuals  (and any eligible
employees) with benefits similar to Keogh-type  plans or 401(k) plans, but  with
fewer   administrative  requirements   and  therefore   potential  lower  annual
administration expenses.

403(B)(7) CUSTODIAL  ACCOUNTS:  Employees  of  public  schools  and  most  other
not-for-profit  organizations can make pre-tax salary reduction contributions to
these accounts.

PROFIT-SHARING (INCLUDING 401(K)) AND MONEY PURCHASE PENSION PLANS: Corporations
can sponsor these qualified  defined contribution plans  for their employees.  A
401(k)  plan, a type of profit-sharing  plan, additionally permits the eligible,
participating employees to  make pre-tax salary  reduction contributions to  the
plan (up to certain limitations).

                  Statement of Additional Information Page 27
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

G.T. Global may from time to time in its sales materials and advertising discuss
the  risks inherent in investing. The major types of investment risks are market
risk, industry  risk,  credit  risk,  interest risk  and  inflation  risk.  Risk
represents the possibility that you may lose some or all of your investment over
a  period  of time.  A basic  tenet of  investing is  the greater  the potential
reward, the greater the risk.

From time to time,  the Funds and G.T.  Global will quote information  including
but  not limited to  data regarding: individual  countries, regions, world stock
exchanges, and  economic and  demographic statistics  from sources  G.T.  Global
deems  reliable including but not limited to  the economic and financial data of
the referenced financial organizations such as:

 1) Stock market  capitalization:  Morgan Stanley  Capital  International  World
    Indices, International Finance Corporation and Datastream.

 2) Stock  market  trading volume:  Morgan  Stanley Capital  International World
    Indices, International  Finance Corporation,  New York  Stock Exchange,  S&P
    500, DJ, NASDAQ.

 3) The  number  of listed  companies:  International Finance  Corporation, G.T.
    Guide to  World Equity  Markets, Salomon  Brothers, Inc.,  S.G. Warburg  and
    Barings Securities, NYSE, AMEX, NASDAQ.

 4) Wage  rates: U.S. Department of Labor  Statistics and Morgan Stanley Capital
    International World Indices.

 5) International industry  performance:  Morgan Stanley  Capital  International
    World Indices, Wilshire Associates and Salomon Brothers, Inc.

 6) Stock   market  performance:  Morgan  Stanley  Capital  International  World
    Indices, International Finance  Corporation and Datastream,  S&P 500,  DJIA,
    Wilshire Assoc.

 7) The  Consumer Price Index and inflation rate: The World Bank, Datastream and
    International Finance Corporation, Ibbotson Assoc.

 8) Gross Domestic Product (GDP): Datastream and The World Bank.

 9) GDP growth  rate:  International Finance  Corporation,  The World  Bank  and
    Datastream.

10) Population: The World Bank, Datastream and United Nations.

11) Average annual growth rate (%) of population: The World Bank, Datastream and
    United Nations.

12) Age  distribution within populations:  Organization for Economic Cooperation
    and Development and United Nations.

13) Total exports and  imports by year:  International Finance Corporation,  The
    World Bank and Datastream.

14) Top three companies by country or market: International Finance Corporation,
    G.T.  Guide to World Equity Markets, Salomon Brothers Inc., S.G. Warburg and
    Barings Securities.

15) Foreign direct  investments  to developing  countries:  The World  Bank  and
    Datastream.

16) Supply,  consumption,  demand  and  growth in  demand  of  certain products,
    services and industries, including, but  not limited to electricity,  water,
    transportation,   construction   materials,  natural   resources,  financial
    services, health care services and supplies, consumer products and  services
    and  telecommunications equipment and services  (sources of such information
    may include,  but  would not  be  limited to,  The  World Bank,  OECD,  IMF,
    Bloomberg and Datastream).

17) Additional  general sources for  economic information on  U.S. companies and
    industries include,  but  would  not  be  limited  to,  U.S.  Department  of
    Commerce,  Small  Business  Administration,  Internal  Revenue  Service  and
    Marketing Intelligence Services, Ltd.

In advertising and sales materials, G.T. Global may make reference to or discuss
its products, services and accomplishments. Among these accomplishments are that
in 1983  G.T. Global  provided assistance  to  the government  of Hong  Kong  in
linking  its currency to the  U.S. dollar, and that  in 1987 Japan's Ministry of
Finance licensed  G.T. Management  (Japan)  Ltd. as  one  of the  first  foreign
discretionary  investment managers for Japanese investors. Such accomplishments,
however, should not be viewed as an endorsement of G.T. Global by the government
of Hong Kong, Japan's Ministry of Finance or any other government or  government
agency.  Nor do  any such accomplishments  of G.T. Global  provide any assurance
that the G.T. Global Mutual Funds' investment objectives will be achieved.

THE G.T. ADVANTAGE
G.T. Capital has developed a unique team approach to its global money management
which we call the G.T. Advantage. G.T Capital's money management style  combines
the  best of the  "top-down" and "bottom-up"  investment manager strategies. The
top-down approach is implemented by G.T. Capital's Investment Policy  Committee,
which  sets broad guidelines for asset allocation and currency management, based
on G.T. Capital's own macroeconomic forecasts and

                  Statement of Additional Information Page 28
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
research from our  worldwide offices. The  bottom-up approach utilizes  regional
teams  of individual portfolio managers  to implement the committee's guidelines
by selecting local securities that offer strong growth and income potential.

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

                          DESCRIPTION OF DEBT RATINGS

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

COMMERCIAL PAPER RATINGS
Standard & Poor's ("S&P"). "A-1" and "A-2" are the two highest commercial  paper
rating categories:

A-1.  This highest category indicates that the degree of safety regarding timely
payment  is  strong.  Issues  determined  to  possess  extremely  strong  safety
characteristics are denoted with a plus sign (+) designation.

A-2.   Capacity  for  timely   payment  on  issues   with  this  designation  is
satisafactory. However, the  relative degree  of safety is  not as  high as  for
issues designated A-1.

Moody's Investors Service, Inc. ("Moody's"). "Prime-1" and "Prime-2" are the two
highest commercial paper rating categories.

Prime-1.  Issuers (or supporting institutions) assigned this highest rating have
a superior  ability  for  repayment  of  short-term  debt  obligations.  Prime-1
repayment  ability will often  be evidenced by  the following chargacgteristics:
leading market positions in well established industries; high rates of return on
funds employed; conservative capitalization structure with moderate reliance  on
debt  and ample  asset protection; broad  margins in earnings  coverage of fixed
financial charges and high internal cash generation; well established access  to
a range of financial markets and assured sources of alternate liquidity.

Prime-2. Issuers (or supporting institutions) assigned this rating have a strong
ability  for repayment  of short-term  debt obligations.  This will  normally be
evidenced by mny  of the chargacteristics  cited above but  to a lesser  degree.
Earnings  trends  and coverage  ratios,  while sound,  will  be more  subject to
variation. Capitalization characteristics, while still appropriate, may be  more
affect by external conditions. Ample alternate liquidity is maintained.

DESCRIPTION OF BOND RATINGS
MOODY'S  rates the  long-term debt  securities issued  by various  entities from
"Aaa" to "C." Investment grade ratings are as follows:

       Aaa --  Best  quality. These  securities  carry the  smallest  degree  of
       investment  risk and are  generally referred to  as "gilt edge." Interest
       payments are protected by a large,  or by an exceptionally stable  margin
       and principal is secure. While the various protective elements are likely
       to  change, such changes as can be visualized are most unlikely to impair
       the fundamentally strong position of such issues.

       Aa -- High  quality by all  standards. Together with  the Aaa group  they
       comprise  what generally  are known as  high yield bonds.  They are rated
       lower than the  best bond  because margins of  protection may  not be  as
       large  as in Aaa securities, fluctuation of protective elements may be of
       greater amplitude, or there may be other elements present which make  the
       long-term risks appear somewhat greater than for securities rated Aaa.

       A  -- Upper medium grade obligations.  These bonds possess many favorable
       investment attributes. Factors giving security to principal and  interest
       are  considered adequate,  but elements  may be  present which  suggest a
       susceptibility to impairment sometime in the future.

       Baa -- Medium grade obligations (i.e., they are neither highly  protected
       nor  poorly  secured). Interest  payments  and principal  security appear
       adequate for the present but  certain protective elements may be  lacking
       or  may be characteristically  unreliable over any  great length of time.
       Such bonds lack outstanding investment characteristics and, in fact, have
       speculative characteristics as well.

S&P rates  the  long-term securities  debt  of various  entities  in  categories
ranging  from "AAA" to "D" according to quality. Investment grade ratings are as
follows:

                  Statement of Additional Information Page 29
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

       AAA -- Highest rating.  Capacity to pay interest  and repay principal  is
       extremely strong.

       AA  --  High  grade.  Very  strong capacity  to  pay  interest  and repay
       principal. Generally, these bonds differ from AAA issues only in a  small
       degree.

       A -- Have a strong capacity to pay interest and repay principal, although
       they  are somewhat more  susceptible to the adverse  effects of change in
       circumstances  and  economic  conditions,  than  debt  in  higher   rated
       categories.

       BBB  -- Regarded  as having adequate  capacity to pay  interest and repay
       principal. These bonds normally  exhibit adequate protection  parameters,
       but adverse economic conditions or changing circumstances are more likely
       to  lead to a weakened capacity to  pay interest and repay principal than
       for debt in higher rated categories.

Further, both Moody's  and S&P  provide sovereign assessments  and implied  debt
ratings  to  sovereign  governments.  These assessments  and  ratings  are broad
qualitative statements about that government's capacity to meet its senior  debt
obligations.  These assessments  and ratings are  then translated  to the letter
grade debt ratings described above.

                  Statement of Additional Information Page 30
<PAGE>
                              FINANCIAL STATEMENTS

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

The audited financial statements of G.T.  Global: America Small Cap Growth  Fund
and  G.T. Global: America Value Fund at October 17, 1995 appear on the following
pages.

                  Statement of Additional Information Page 31
<PAGE>
                                   REPORT OF
                            INDEPENDENT ACCOUNTANTS

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

To the Board of Directors of
 G.T. Global Growth Series and the
 Shareholders of G.T. Global Growth Series:

G.T. Global: America Small Cap Growth Fund

We have audited the accompanying statement of assets and liabilities of G.T.
Global Growth Series (G.T. Global: America Small Cap Growth Fund) as of October
17, 1995. This financial statement is the responsibility of the Fund's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation of the investment held by the custodian of October 17, 1995. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the statement of assets and liabilities referred to above
present fairly, in all material respects, the financial position of G.T. Global
Growth Series (G.T. Global: America Small Cap Growth Fund) as of October 17,
1995, in conformity with generally accepted accounting principles.

                                                        COOPERS & LYBRAND L.L.P.

BOSTON, MASSACHUSETTS
OCTOBER 17, 1995

                  Statement of Additional Information Page 32
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND

                              FINANCIAL STATEMENTS

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

                   G.T. GLOBAL AMERICA SMALL CAP GROWTH FUND
                      STATEMENT OF ASSETS AND LIABILITIES
                                OCTOBER 17, 1995

<TABLE>
<S>                                                                                              <C>
ASSETS
Investment in Small Cap Portfolio..............................................................  $ 100,000
Deferred organization expense..................................................................     63,500
                                                                                                 ---------
                                                                                                 $ 163,500
                                                                                                 ---------
LIABILITIES
Payable for deferred organization expenses.....................................................  $  63,500
                                                                                                 ---------
NET ASSETS.....................................................................................  $ 100,000
                                                                                                 ---------
CLASS A
  Net asset value per share (33,333/2,916.273 shares outstanding)..............................  $   11.43
                                                                                                 ---------
CLASS B
  Net asset value per share (33,333/2,916.273 shares outstanding)..............................  $   11.43
                                                                                                 ---------
ADVISOR
  Net asset value per share (33,334/2,916.360 shares outstanding)..............................  $   11.43
                                                                                                 ---------
</TABLE>

                  Statement of Additional Information Page 33
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND

                             NOTES TO STATEMENT OF
                             ASSETS AND LIABILITIES
                                OCTOBER 17, 1995

- --------------------------------------------------------------------------------
NOTE 1
G.T. Global: America Small Cap Growth Fund ("Fund") is a separate series of G.T.
Global Growth Series ("Company").  The Company is  organized as a  Massachusetts
business  trust and is registered  under the Investment Company  Act of 1940, as
amended ("1940  Act").  The  Fund  is  classified  as  a  diversified,  open-end
management investment company.

The  Fund invests substantially  all its investable  assets in its corresponding
Portfolio (Small  Cap Growth  Portfolio),  which is  registered as  an  open-end
management  investment  company  under  the  1940  Act  and  has  an  investment
objective, policies  and limitations  substantially identical  to those  of  the
Fund.

NOTE 2
Costs  incurred by  the Fund in  connection with its  organization, estimated at
$63,500, will be deferred and amortized on a straight-line basis for a five-year
period beginning at the commencement of the Fund's operations. G.T. Capital  has
advanced  certain of the Fund's organization costs incurred to date and the Fund
will reimburse G.T. Capital for the amount of these advances. In the event  that
G.T.  Capital redeems any  of the initial  2,916.273 Class A,  2,916.273 Class B
shares or  2,916.360 Advisor  Class  shares of  the  Fund within  the  five-year
amortization  period, the Fund's unamortized  organization expenses allocable to
the shares redeemed will be deducted from G.T. Capital's redemption proceeds.

NOTE 3
   
G.T. Capital serves as the administrator of the Fund. The Fund pays G.T. Capital
administration fees, calculated daily and paid monthly, at an annualized rate of
0.25% of the Fund's average  daily net assets. In  addition, the Fund bears  its
pro  rata portion of  the investment management and  administration fees paid by
its corresponding Portfolio to G.T. Capital. The Portfolio pays such fees, based
on the average  daily net assets  of the  Portfolio, at the  annualized rate  of
0.475%  on the first $500 million, 0.45% on the next $500 million, and 0.425% on
the next $500 million, and 0.40% on amounts thereafter.
    

G.T. Global  Financial Services,  Inc.  ("G.T. Global"),  an affiliate  of  G.T.
Capital, serves as the Fund's distributor. The Fund offers Class A shares, Class
B shares and Advisor Class shares for purchase.

Class  A shares  are subject  to initial  sales charges  imposed at  the time of
purchase, in  accordance  with  the  schedule included  in  the  Fund's  current
prospectus.  G.T. Global collects  the sales charges imposed  on Class A shares,
and reallows a portion of  such charges to dealers  through which the sales  are
made.  G.T. Global also makes ongoing shareholder servicing and trail commission
payments to dealers whose clients hold Class A shares.

Class B shares are not subject to initial sales charges. When Class B shares are
sold, G.T. Global, from its own  resources, pays commissions to dealers  through
which  the sales are made. Certain redemptions of Class B shares made within six
years of purchase are subject to contingent deferred sales shares ("CDSCs"),  in
accordance  with the Fund's  current prospectus. In  addition, G.T. Global makes
ongoing shareholder servicing  and trail  commission payments  to dealers  whose
clients hold Class B shares.

Pursuant  to Rule 12b-1 under the 1940  Act, the Company's Board of Trustees had
adopted separate distribution plans  with respect to the  Fund's Class A  shares
("Class A Plan") and Class B shares ("Class B Plan"), pursuant to which the Fund
reimburses   G.T.  Global  for  a  portion  of  its  shareholder  servicing  and
distribution expenses. Under the Class  A Plan, the Fund  may pay G.T. Global  a
service  fee at  the annualized  rate of up  to 0.25%  of the  average daily net
assets of the Fund's Class A  shares for G.T. Global's expenditures incurred  in
servicing  and  maintaining  shareholder accounts,  and  may pay  G.T.  Global a
distribution fee at the annualized rate of up to 0.35% of the average daily  net
assets  of the Fund's Class A  shares, less any amounts paid  by the Fund as the
aforementioned service fee, for G.T. Global's expenditures incurred in providing
services as distributor. All expenses for which G.T. Global is reimbursed  under
the  Class A Plan will have been incurred within one year of such reimbursement.
Under the Fund's Class B Plan, the Fund may pay G.T. Global a service fee at the
annualized rate of up  to 0.25% of  the average daily net  assets of the  Fund's
Class  B  shares  for  G.T.  Global's  expenditures  incurred  in  servicing and
maintaining shareholder accounts, and may pay G.T. Global a distribution fee  at
the annualized rate of up to 0.75% of the average daily net assets of the Fund's
Class  B shares for G.T. Global's expenditures incurred in providing services as
distributor. Expenses  incurred  under the  Class  B  Plan in  excess  of  1.00%
annually may be carried forward for reimbursement in subsequent years as long as
that plan continues in effect.

                  Statement of Additional Information Page 34
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND

                                   REPORT OF
                            INDEPENDENT ACCOUNTANTS

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

To the Board of Directors of
 G.T. Global Growth Series and the
 Shareholders of G.T. Global Growth Series:

G.T. Global: America Value Fund

We have audited the accompanying statement of assets and liabilities of G.T.
Global Growth Series (G.T. Global: America Value Fund) as of October 17, 1995.
This financial statement is the responsibility of the Fund's management. Our
responsibility is to express an opinion on this financial statement based on our
audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation of the investment held by the custodian of October 17, 1995. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the statement of assets and liabilities referred to above
present fairly, in all material respects, the financial position of G.T. Global
Growth Series (G.T. Global: America Value Fund) as of October 17, 1995, in
conformity with generally accepted accounting principles.

                                                        COOPERS & LYBRAND L.L.P.

BOSTON, MASSACHUSETTS
OCTOBER 17, 1995

                  Statement of Additional Information Page 35
<PAGE>
                        G.T. GLOBAL: AMERICA VALUE FUND

                              FINANCIAL STATEMENTS

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

                         G.T. GLOBAL AMERICA VALUE FUND
                      STATEMENT OF ASSETS AND LIABILITIES
                                OCTOBER 17, 1995

<TABLE>
<S>                                                                                              <C>
ASSETS
Investment in Value Portfolio..................................................................  $ 100,000
Deferred organization expense..................................................................     63,500
                                                                                                 ---------
                                                                                                 $ 163,500
                                                                                                 ---------
LIABILITIES
Payable for deferred organization expenses.....................................................  $  63,500
                                                                                                 ---------
NET ASSETS.....................................................................................  $ 100,000
                                                                                                 ---------
CLASS A
  Net asset value per share (33,333/2,916.273 shares outstanding)..............................  $   11.43
                                                                                                 ---------
CLASS B
  Net asset value per share (33,333/2,916.273 shares outstanding)..............................  $   11.43
                                                                                                 ---------
ADVISOR
  Net asset value per share (33,334/2,916.360 shares outstanding)..............................  $   11.43
                                                                                                 ---------
</TABLE>

                  Statement of Additional Information Page 36
<PAGE>
                        G.T. GLOBAL: AMERICA VALUE FUND

                             NOTES TO STATEMENT OF
                             ASSETS AND LIABILITIES
                                OCTOBER 17, 1995

- --------------------------------------------------------------------------------
NOTE 1
G.T.  Global: America Value  Fund ("Fund") is  a separate series  of G.T. Global
Growth Series ("Company"). The Company is organized as a Massachusetts  business
trust  and is registered  under the Investment  Company Act of  1940, as amended
("1940 Act").  The Fund  is  classified as  a diversified,  open-end  management
investment company.

The  Fund invests substantially  all its investable  assets in its corresponding
Portfolio (Value  Portfolio),  which is  registered  as an  open-end  management
investment  company under the 1940 Act and has an investment objective, policies
and limitations substantially identical to those of the Fund.

NOTE 2
Costs incurred by  the Fund in  connection with its  organization, estimated  at
$63,500, will be deferred and amortized on a straight-line basis for a five-year
period  beginning at the commencement of the Fund's operations. G.T. Capital has
advanced certain of the Fund's organization costs incurred to date and the  Fund
will  reimburse G.T. Capital for the amount of these advances. In the event that
G.T. Capital redeems  any of the  initial 2,916.273 Class  A, 2,916.273 Class  B
shares  or  2,916.360 Advisor  Class  shares of  the  Fund within  the five-year
amortization period, the Fund's  unamortized organization expenses allocable  to
the shares redeemed will be deducted from G.T. Capital's redemption proceeds.

NOTE 3
   
G.T. Capital serves as the administrator of the Fund. The Fund pays G.T. Capital
administration fees, calculated daily and paid monthly, at an annualized rate of
0.25%  of the Fund's average  daily net assets. In  addition, the Fund bears its
pro rata portion of  the investment management and  administration fees paid  by
its corresponding Portfolio to G.T. Capital. The Portfolio pays such fees, based
on  the average  daily net assets  of the  Portfolio, at the  annualized rate of
0.475% on the first $500 million, 0.45% on the next $500 million, and 0.425%  on
the next $500 million, and 0.40% on amounts thereafter.
    

G.T.  Global  Financial Services,  Inc. ("G.T.  Global"),  an affiliate  of G.T.
Capital, serves as the Fund's distributor. The Fund offers Class A shares, Class
B shares and Advisor Class shares for purchase.

Class A shares  are subject  to initial  sales charges  imposed at  the time  of
purchase,  in  accordance  with  the schedule  included  in  the  Fund's current
prospectus. G.T. Global collects  the sales charges imposed  on Class A  shares,
and  reallows a portion of  such charges to dealers  through which the sales are
made. G.T. Global also makes ongoing shareholder servicing and trail  commission
payments to dealers whose clients hold Class A shares.

Class B shares are not subject to initial sales charges. When Class B shares are
sold,  G.T. Global, from its own  resources, pays commissions to dealers through
which the sales are made. Certain redemptions of Class B shares made within  six
years  of purchase are subject to contingent deferred sales shares ("CDSCs"), in
accordance with the Fund's  current prospectus. In  addition, G.T. Global  makes
ongoing  shareholder servicing  and trail  commission payments  to dealers whose
clients hold Class B shares.

Pursuant to Rule 12b-1 under the 1940  Act, the Company's Board of Trustees  had
adopted  separate distribution plans  with respect to the  Fund's Class A shares
("Class A Plan") and Class B shares ("Class B Plan"), pursuant to which the Fund
reimburses  G.T.  Global  for  a  portion  of  its  shareholder  servicing   and
distribution  expenses. Under the Class  A Plan, the Fund  may pay G.T. Global a
service fee at  the annualized  rate of  up to 0.25%  of the  average daily  net
assets  of the Fund's Class A shares  for G.T. Global's expenditures incurred in
servicing and  maintaining  shareholder accounts,  and  may pay  G.T.  Global  a
distribution  fee at the annualized rate of up to 0.35% of the average daily net
assets of the Fund's Class  A shares, less any amounts  paid by the Fund as  the
aforementioned service fee, for G.T. Global's expenditures incurred in providing
services  as distributor. All expenses for which G.T. Global is reimbursed under
the Class A Plan will have been incurred within one year of such  reimbursement.
Under the Fund's Class B Plan, the Fund may pay G.T. Global a service fee at the
annualized  rate of up  to 0.25% of the  average daily net  assets of the Fund's
Class B  shares  for  G.T.  Global's  expenditures  incurred  in  servicing  and
maintaining  shareholder accounts, and may pay G.T. Global a distribution fee at
the annualized rate of up to 0.75% of the average daily net assets of the Fund's
Class B shares for G.T. Global's expenditures incurred in providing services  as
distributor.  Expenses  incurred  under the  Class  B  Plan in  excess  of 1.00%
annually may be carried forward for reimbursement in subsequent years as long as
that plan continues in effect.

                  Statement of Additional Information Page 37
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                                     NOTES

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

                  Statement of Additional Information Page 38
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                                     NOTES

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

                  Statement of Additional Information Page 39
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                                     NOTES

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

                  Statement of Additional Information Page 40
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                                     [LOGO]

                           G.T. GLOBAL GROUP OF FUNDS

  G.T.  GLOBAL  OFFERS  A  BROAD  RANGE OF  MUTUAL  FUNDS  TO  COMPLEMENT MANY
  INVESTORS' PORTFOLIOS. FOR MORE INFORMATION AND  A PROSPECTUS ON ANY OF  THE
  G.T.  GLOBAL FUNDS,  PLEASE CONTACT YOUR  INVESTMENT COUNSELOR  OR CALL G.T.
  GLOBAL DIRECTLY AT 1-800-824-1580.

GROWTH FUNDS

/ / GLOBALLY DIVERSIFIED FUNDS

G.T. GLOBAL: WORLDWIDE GROWTH FUND
Invests around the world, including the U.S.

G.T. GLOBAL: INTERNATIONAL GROWTH FUND
Provides portfolio diversity by investing outside
the U.S.

G.T. GLOBAL EMERGING MARKETS FUND
Gives access to the growth potential of developing economies

/ / GLOBAL THEME FUNDS

G.T. GLOBAL HEALTH CARE FUND
Invests in growing health care industries worldwide

G.T. GLOBAL TELECOMMUNICATIONS FUND
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment

G.T. GLOBAL INFRASTRUCTURE FUND
Seeks companies that build, improve or maintain a country's infrastructure

G.T. GLOBAL FINANCIAL SERVICES FUND
Focuses on the worldwide opportunities from the demand for financial services
and products

G.T. GLOBAL NATURAL RESOURCES FUND
Concentrates on companies that own, explore or develop natural resources

G.T. GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
Invests in companies that manufacture, market, retail, or distribute consumer
products or services

/ / REGIONALLY DIVERSIFIED FUNDS

G.T. GLOBAL: NEW PACIFIC GROWTH FUND
Offers access to the emerging and established markets of the Pacific Rim,
excluding Japan

G.T. GLOBAL: EUROPE GROWTH FUND
Focuses on investment opportunities in the new, unified Europe

G.T. LATIN AMERICA GROWTH FUND
Invests in the emerging markets of Latin America

/ / SINGLE COUNTRY FUNDS

G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
Invests in equity securities of small U.S. domiciled companies

G.T. GLOBAL: AMERICA GROWTH FUND
Concentrates on small and medium-sized companies in the U.S.

G.T. GLOBAL: AMERICA VALUE FUND
Concentrates on equity securities of U.S. companies believed to be undervalued

G.T. GLOBAL: JAPAN GROWTH FUND
Provides U.S. investors with direct access to the Japanese market
GROWTH AND INCOME FUND

G.T. GLOBAL GROWTH & INCOME FUND
Invests in blue-chip stocks and government bonds from around the world

INCOME FUNDS

G.T. GLOBAL GOVERNMENT INCOME FUND
Earns monthly income from global government securities

G.T. GLOBAL STRATEGIC INCOME FUND
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets

G.T. GLOBAL HIGH INCOME FUND
Invests in debt securities in emerging markets

MONEY MARKET FUND

G.T. GLOBAL DOLLAR FUND
Invests in high quality, U.S. dollar-denominated money market securities
worldwide for stability and preservation of capital

  NO DEALER,  SALESMAN  OR  OTHER  PERSON HAS  BEEN  AUTHORIZED  TO  GIVE  ANY
  INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS STATEMENT OF
  ADDITIONAL   INFORMATION  AND,  IF  GIVEN   OR  MADE,  SUCH  INFORMATION  OR
  REPRESENTATION MUST NOT  BE RELIED UPON  AS HAVING BEEN  AUTHORIZED BY  G.T.
  GLOBAL  GROWTH SERIES,  GROWTH PORTFOLIO,  G.T. CAPITAL  MANAGEMENT, INC. OR
  G.T.  GLOBAL  FINANCIAL   SERVICES,  INC.  THIS   STATEMENT  OF   ADDITIONAL
  INFORMATION  DOES NOT  CONSTITUTE AN  OFFER TO  SELL OR  SOLICITATION OF ANY
  OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
  PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.

   
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