G T GLOBAL GROWTH SERIES
497, 1995-10-31
Previous: ARTRA GROUP INC, 8-K, 1995-10-31
Next: G T GLOBAL GROWTH SERIES, 497, 1995-10-31



<PAGE>
               [LOGO]  G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
                         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.

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

/ / Low $500 Minimum Investment
/ / Alternative Purchase Plan

/ / 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

/ / Reduced Sales Charge Plans

/ / Dollar Cost Averaging Program

/ / Automatic Investment Plan

/ / Systematic Withdrawal Plan

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
Alternative Purchase Plan.................................................................          9
Investment Objectives and Policies; Risk Factors..........................................         10
How To Invest.............................................................................         16
How to Make Exchanges.....................................................................         22
How to Redeem Shares......................................................................         23
Shareholder Account Manual................................................................         25
Calculation of Net Asset Value............................................................         26
Dividends, Other Distributions and Federal Income Taxation................................         26
Management................................................................................         28
Other Information.........................................................................         31
</TABLE>

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

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

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 which 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
Alternative Purchase Plan:     Investors may select Class  A or Class B  shares, each subject  to
                               different expenses and a different sales charge structure
  Class A Shares:              Offered  at  net  asset  value plus  any  applicable  sales charge
                               (maximum is 4.75% of public offering price) and subject to service
                               and distribution fees at the annualized rate of up to 0.35% of the
                               average daily net assets of the Class A shares
  Class B Shares:              Offered at net  asset value (a  maximum contingent deferred  sales
                               charge  of 5% of the lesser of  the shares' net asset value or the
                               original purchase  price is  imposed on  certain redemptions  made
                               within  six years of date of  purchase) and subject to service and
                               distribution fees at  the annualized rate  of up to  1.00% of  the
                               average daily net assets of the Class B shares
Shares Available Through:      Most  brokerage firms  nationwide, or directly  through the Funds'
                               distributor
Exchange Privileges:           Shares of a class of one Fund  may be exchanged for shares of  the
                               corresponding  class of other  G.T. Global Mutual  Funds without a
                               sales charge
Dividends and Other Distribu-
  tions:                       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  Fund shares  of
                               the  distributing class or in shares of the corresponding class of
                               other G.T. Global Mutual Funds without a sales charge
First Purchase:                $500 minimum ($100 for individual retirement accounts ("IRAs") and
                               reduced amounts for certain other retirement plans)
Subsequent Purchases:          $100  minimum  (reduced  amounts   for  IRAs  and  certain   other
                               retirement plans)
Net Asset Values:              Each  class of  each Fund  is expected to  be quoted  daily in the
                               financial section of most newspapers
</TABLE>

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

                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
<TABLE>
<S>                            <C>                               <C>
Other Features:
  Class A Shares               Letter of Intent                  Reinstatement Privilege
                               Quantity Discounts                Systematic Withdrawal Plan
                               Right of Accumulation             Automatic Investment Plan
                                                                 Dollar Cost Averaging Program
  Class B Shares               Reinstatement Privilege           Automatic Investment Plan
                               Systematic Withdrawal Plan        Dollar Cost Averaging Program
</TABLE>

                               Prospectus Page 4
<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 smaller than the issuers defined above, non-
convertible preferred stocks, non-convertible debt securities, government
securities and high quality

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

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

As each Fund's distributor, G.T. Global, collects the sales charges imposed on
purchases of Class A shares, and reallows all or a portion of such charges to
brokers that have made such sales. In addition, G.T. Global collects any
contingent deferred sales charges that may be imposed on certain redemptions of
Class A shares and on redemptions of Class B shares. G.T. Global also pays
broker/dealers upon their sales of Class B shares; and pays broker/ dealers and
other financial institutions ongoing commission payments for servicing
shareholder accounts.

Pursuant to a distribution plan adopted in accordance with Rule 12b-1 under the
Investment Company Act of 1940, as amended ("1940 Act"), with respect to its
Class A shares, each 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 that Fund's Class A
shares as reimbursement for its 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 that
Fund's Class A shares, less any amounts paid by the Fund as the aforementioned
service fee for its expenditures incurred in providing services as distributor.

Pursuant to a separate distribution plan adopted in accordance with Rule 12b-1
under the 1940 Act with respect to its Class B shares, each 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 Class B shares for its 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 its Class
B shares as reimbursement for its expenditures incurred in providing services as
distributor.

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 2.00% and 2.65% of the average daily net assets
of the Fund's Class A and Class B shares, respectively. See "Management."

                               Prospectus Page 6
<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 Class A and Class B 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 CAP        G.T. GLOBAL:
                                                                                                          AMERICA VALUE FUND
                                                                                       GROWTH FUND
                                                                                   --------------------  --------------------
                                                                                    CLASS A    CLASS B    CLASS A    CLASS B
                                                                                   ---------  ---------  ---------  ---------
<S>                                                                                <C>        <C>        <C>        <C>
SHAREHOLDER TRANSACTION COSTS:
  Maximum sales charge on purchases (as a % of offering price)...................      4.75%       None      4.75%       None
  Sales charges on reinvested distributions......................................       None       None       None       None
  Deferred sales charges.........................................................       None      5.00%       None      5.00%
  Redemption charges.............................................................       None       None       None       None
  Exchange fees:
    -- On first four exchanges each year.........................................       None       None       None       None
    -- On each additional exchange...............................................      $7.50      $7.50      $7.50      $7.50
ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS):
  Investment management and administration fees..................................      0.73%      0.73%      0.73%      0.73%
  12b-1 distribution and service fees............................................      0.35%      1.00%      0.35%      1.00%
  Other expenses (estimated).....................................................      0.92%      0.92%      0.92%      0.92%
                                                                                   ---------  ---------  ---------  ---------
  Total Fund Operating Expenses..................................................      2.00%      2.65%      2.00%      2.65%
                                                                                   ---------  ---------  ---------  ---------
                                                                                   ---------  ---------  ---------  ---------
<FN>
- ------------------
     Sales charge waivers  are available  for Class A  and Class  B shares,  and
     reduced  sales charge purchase plans are  available for Class A shares. The
     maximum 5% contingent deferred  sales charge on Class  B shares applies  to
     redemptions  during  the first  year after  purchase; the  charge generally
     declines by 1% annually thereafter, reaching zero after six years. See "How
     to Invest."
</TABLE>
    

                               Prospectus Page 7
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

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

   
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
      Class A shares (1)..............................................................................        $67        $108
      Class B shares
        Assuming a complete redemption at end of period (2)...........................................        $77        $114
        Assuming no redemption........................................................................        $27         $84
  G.T. Global: America Value Fund
      Class A shares (1)..............................................................................        $67        $108
      Class B shares
        Assuming a complete redemption at end of period (2)...........................................        $77        $114
        Assuming no redemption........................................................................        $27         $84
<FN>
- ------------------
(1)  Assumes payment of maximum sales charge by the investor.
(2)  Assumes deduction of maximum applicable contingent deferred sales charge.
*    The Funds are authorized to offer Advisor Class shares to certain
     categories of investors. See "Alternative Purchase Plan." Advisor Class
     shares are not subject to a distribution or service fee. "Total Fund
     Operating Expenses" for Advisor Class shares are estimated to approximate
     1.65% for the Small Cap Fund and 1.65% for the Value Fund.

+    THESE TABLES ARE INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE VARIOUS
     COSTS AND EXPENSES ASSOCIATED WITH INVESTING IN THE FUNDS. G.T. Capital and
     G.T. Global have undertaken to limit each Fund's expenses to the annualized
     rate of 2.00% and 2.65% of the average daily net assets of the Fund's Class
     A and Class B shares, respectively. 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 8
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                           ALTERNATIVE PURCHASE PLAN

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

DIFFERENCES BETWEEN THE CLASSES. The primary distinction between the two classes
of each Fund's shares offered through this Prospectus lies in their sales charge
structures and ongoing expenses, as summarized below. Class A and Class B shares
of a Fund represent interests in the same portfolio of investments of that Fund
and have the same rights, except that each class bears the separate expenses of
its Rule 12b-1 distribution plan and has exclusive voting rights with respect to
such plan, and each class has a separate exchange privilege. See "Management"
and "How to Exchange Shares." Each class has distinct advantages and
disadvantages for different investors, and investors should choose the class
that better suits their circumstances and objectives.

Dividends and other distributions paid by each Fund with respect to its Class A
and Class B shares are calculated in the same manner and at the same time. The
per share dividends on Class B shares of a Fund will be lower than the per share
dividends on Class A shares of that Fund as a result of the higher service and
distribution fees applicable to Class B shares.

CLASS A SHARES. Class A shares are sold at net asset value next determined after
receipt and acceptance of an order, 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. Purchases of $500,000 or more
must be for Class A shares. 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 SHARES. Class B shares are sold at net asset value next determined after
receipt and acceptance of an order, with no initial sales charge at the time of
purchase. Therefore, the entire amount of an investor's purchase payment is
invested in a Fund. 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 higher service and distribution fees paid by
the Class B shares of a Fund will cause that class to have a higher expense
ratio and to pay lower dividends than Class A shares of the same Fund.

FACTORS TO CONSIDER IN CHOOSING A CLASS OF SHARES. In deciding which class to
purchase, investors should consider the foregoing factors as well as the
following:

INTENDED HOLDING PERIOD. Over time, the cumulative expense of the 1.00% annual
service and distribution fees on the Class B shares of a Fund will approximate
or exceed the expense of the applicable 4.75% maximum initial sales charge plus
the 0.35% service and distribution fees on that Fund's Class A shares. For
example, if net asset value remains constant, the Class B shares' aggregate
service and distribution fees would be equal to the Class A shares' initial
maximum sales charge and service and distribution fees approximately seven years
after purchase. Thereafter, Class B shares would bear higher expenses. Investors
who expect to maintain their investment in a Fund over the long-term but do not
qualify for a reduced initial sales charge might elect the Class A initial sales
charge alternative, because the indirect expense to the shareholder of the
accumulated service and distribution fees on the Class B shares will exceed the
initial sales charge paid by the shareholder plus the indirect expense to the
shareholder of the accumulated service and distribution fees of Class A shares.
Class B investors, however, enjoy the benefit of permitting all their dollars to
work from the time the investments are made. Any positive investment return on
this additional invested amount would partially or wholly offset the higher
annual expenses borne by Class B shares. Because the Funds' future returns
cannot be predicted, however, there can be no assurance that such a positive
return will be achieved.

Finally, Class B shareholders pay a contingent deferred sales charge if they
redeem during the first six years after purchase, unless a sales charge waiver
applies. Investors expecting to redeem during this period should consider the
cost of the applicable contingent deferred sales charge in

                               Prospectus Page 9
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
addition to the annual Class B service and distribution fees, as compared with
the cost of the applicable initial sales charge and annual service and
distribution fees applicable to the Class A shares.

The "Hypothetical Example of Effect of Expenses" under "Prospectus Summary"
shows for each Fund the cumulative expenses an investor would pay over time on a
hypothetical investment in each class of each Fund's shares, assuming an annual
return of 5%.

REDUCED SALES CHARGES. Class A share purchases over $50,000 and Class A share
purchases made under a Fund's reduced sales charge plans may be made at a
reduced initial sales charge. See "How to Invest" for a complete list of reduced
sales charges applicable to Class A purchases.

WAIVER OF SALES CHARGES. The entire initial sales charge on Class A shares of a
Fund may be waived for certain eligible purchasers and these purchasers' entire
purchase price would be immediately invested in a Fund. The contingent deferred
sales charge may be waived upon redemption of certain Class B shares. Investors
eligible for complete initial sales charge waivers should purchase Class A
shares. See "How to Invest" for a complete list of initial sales charge waivers
applicable to Class A purchases and contingent deferred sales charge waivers
applicable to Class B purchases. A 1% contingent deferred sales charge is
imposed on certain redemptions of Class A shares on which no initial sales
charge was assessed.

Investors should understand that the contingent deferred sales charge on the
Class B shares and the initial sales charge on the Class A shares are both
intended to compensate G.T. Global and selling broker/dealers for their
distribution services. Broker/dealers may receive different levels of
compensation for selling a particular class of shares of a Fund.

ADVISOR CLASS SHARES. Advisor Class shares may be offered through a separate
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; (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.

See "How to Invest," "How to Redeem Shares" and "Management" for a more complete
description of the initial and contingent deferred sales charges, service fees
and distribution fees for Class A and Class B shares of each Fund and
"Dividends, Other Distributions and Federal Income Taxation" and "Valuation of
Shares" for other differences between these two classes.

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

                             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

                               Prospectus Page 10
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
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 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

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

                               Prospectus Page 12
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
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 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.

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

   
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 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 Page 14
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
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 15
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                                 HOW TO INVEST

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

GENERAL. Each Fund is authorized to issue three classes of shares. Class A
shares of the Funds are sold to investors subject to an initial sales charge,
while Class B shares are sold without an initial sales charge but are subject to
higher ongoing expenses and a contingent deferred sales charge payable upon
certain redemptions. The third class of shares of the Funds, the Advisor Class,
may be offered through a separate prospectus only to certain investors.
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. See "Alternative Purchase Plan."

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. The minimum initial investment is $500
($100 for IRAs and $25 for 403(b)(7) custodial accounts and other tax-qualified
employer-sponsored retirement accounts, if made by such investors under a
systematic investment plan providing for monthly payments of at least that
amount), and the minimum for additional purchases is $100 ($25 for IRAs,
403(b)(7) custodial accounts and other tax-qualified employer-sponsored
retirement accounts, as mentioned above). All purchase orders will be executed
at the public offering price next determined after the purchase order is
received, which includes any applicable sales charge for Class A shares. 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.

WHEN PLACING PURCHASE ORDERS, INVESTORS SHOULD SPECIFY WHETHER THE ORDER IS FOR
CLASS A OR CLASS B SHARES OF A FUND. ALL SHARE PURCHASE ORDERS THAT FAIL TO
SPECIFY A CLASS WILL AUTOMATICALLY BE INVESTED IN CLASS A SHARES. PURCHASES OF
$500,000 OR MORE MUST BE FOR CLASS A SHARES.

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. That
fee will be in addition to the sales charge payable by the investor with respect
to Class A shares, and 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 indicating
the class of shares 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 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

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

                           PURCHASING CLASS A SHARES

Each Fund's public offering price per Class A share is equal to the net asset
value per share (see "Calculation of Net Asset Value") including any sales
charge determined in accordance with the following schedule:

<TABLE>
<CAPTION>
                              SALES CHARGE AS PERCENTAGE OF         DEALER
                                                                REALLOWANCE AS
AMOUNT OF PURCHASE            ------------------------------     PERCENTAGE OF
AT THE PUBLIC                   OFFERING           NET           THE OFFERING
OFFERING PRICE                    PRICE        INVESTMENT            PRICE
- ----------------------------  -------------  ---------------  -------------------
<S>                           <C>            <C>              <C>
Less than $50,000...........          4.75%           4.99%              4.25%
$50,000 but less than
  $100,000..................          4.00%           4.17%              3.50%
$100,000 but less than
  $250,000..................          3.00%           3.09%              2.75%
$250,000 but less than
  $500,000..................          2.00%           2.04%              1.75%
$500,000 or more............          0.00%           0.00%            *
<FN>
- --------------------
*    G.T. Global will pay the following commissions to brokers that initiate and
     are responsible for purchases of any single purchaser of Class A shares of
     $500,000 or more in the aggregate: 1.00% of the purchase amount up to $3
     million, plus 0.50% on the excess over $3 million. For purposes of
     determining the appropriate brokerage commission to be paid in connection
     with the transaction, G.T. Global will combine purchases made by a broker
     on behalf of a single client so that the broker's commission, as outlined
     above, will be based on the aggregate amount of such client's share
     purchases over a rolling twelve month period from the date of the transac-
     tion.
</TABLE>

   
All shares purchased pursuant to a sales charge waiver based on the aggregate
purchase amount equaling at least $500,000 will be subject to a contingent
deferred sales charge for the first two years after their purchase, as described
under "Contingent Deferred Sales Charge -- Class A Shares," equal to 1% of the
lower of the original purchase price or the net asset value of such shares at
the time of redemption.
    

From time to time, G.T. Global may reallow to broker/dealers the full amount of
the sales charge on Class A shares or may pay out additional amounts to
broker/dealers who sell Class A shares. In some instances, G.T. Global may offer
these reallowances or additional payments only to broker/dealers that have sold
or may sell significant amounts of Class A shares. To the extent that G.T.
Global reallows the full amount of the sales charge to broker/ dealers, such
broker/dealers may be deemed to be underwriters under the Securities Act of
1933. Commissions also may be paid to broker/dealers and other financial
institutions that initiate purchases of at least $500,000 made pursuant to sales
charge waivers (i) and (vii), described below under "Sales Charge Waivers --
Class A Shares."

The following describes purchases that may be aggregated for purposes of
determining the "Amount of Purchase":

(a) Individual purchases on behalf of a single purchaser, the purchaser's spouse
and their children under the age of 21 years. This includes shares purchased in
connection with an employee benefit plan(s) exclusively for the benefit of such
individual(s), such as an IRA, individual plans under Code Section 403(b) or
single-participant Keogh-type plans. This also includes purchases made by a
company controlled by such individual(s).

(b) Individual purchases by a trustee or other fiduciary purchasing shares for a
single trust estate or a single fiduciary account, including an employee benefit
plan (such as employer-sponsored pension, profit-sharing and stock bonus plans,
including plans under Code Section 401(k), and medical, life and disability
insurance trusts) other than a plan described in "(a)" above.

Or

(c) Individual purchases by a trustee or other fiduciary purchasing shares
concurrently for two or more employee benefit plans of a single employer or of
employers affiliated with each other (again excluding an employee benefit plan
described in "(a)" above).

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

SALES CHARGE WAIVERS -- CLASS A SHARES. Class A shares are sold at net asset
value without imposition of sales charges when investments are made by the
following classes of investors:

(i) Trustees or other fiduciaries purchasing shares for employee benefit plans
which are sponsored by organizations which have at least 100 but less than 250
employees.

(ii) Current or retired Trustees, Directors and officers of the investment
companies for which G.T. Capital serves as investment manager and/or
administrator; employees or retired employees of the companies comprising the
G.T. Group or affiliated companies of the G.T. Group; the children, siblings and
parents of the persons in the foregoing categories; and trusts primarily for the
benefit of such persons.

(iii) Registered representatives or full-time employees of broker/dealers that
have entered into dealer agreements with G.T. Global, and the children, siblings
and parents of such persons, and employees of financial institutions that
directly, or through their affiliates, have entered into dealer agreements with
G.T. Global (or that otherwise have an arrangement with respect to sales of Fund
shares with a broker/dealer that has entered into a dealer agreement with G.T.
Global), and the children, siblings and parents of such employees.

(iv) Companies exchanging shares with or selling assets to one or more of the
G.T. Global Mutual Funds pursuant to a merger, acquisition or exchange offer.

(v) Shareholders of any of the G.T. Global Mutual Funds as of April 30, 1987 who
since that date continually have owned shares of one or more of the G.T. Global
Mutual Funds.

(vi) Purchases made through the automatic investment of dividends and other
distributions paid by any of the other G.T. Global Mutual Funds.

(vii) Registered investment advisers, trust companies and bank trust departments
exercising DISCRETIONARY investment authority with respect to the money to be
invested in the G.T. Global Mutual Funds provided that the aggregate amount
invested pursuant to this sales charge waiver equals at least $500,000, and
further provided that such money is not eligible to be invested in the Advisor
Class.

(viii) Clients of administrators of tax-qualified employee benefit plans which
have entered into agreements with G.T. Global.

(ix) Retirement plan participants who borrow from their retirement accounts by
redeeming G.T. Global Mutual Fund shares and subsequently repay such loans via a
purchase of Fund shares.

(x) Retirement plan participants who receive distributions from a tax-qualified
employer-sponsored retirement plan which is invested in G.T. Global Mutual
Funds, the proceeds of which are reinvested in Fund shares.

(xi) Accounts not eligible for the Advisor Class as to which a financial
institution or broker/dealer charges an account management fee, provided the
financial institution or broker/dealer has entered into an agreement with G.T.
Global regarding such accounts.

REINSTATEMENT PRIVILEGE. Shareholders who redeem their Class A shares in a Fund
have a one-time privilege of reinstating their investment by investing the
proceeds of the redemption at net asset value without a sales charge in Class A
shares of the Fund and/or one or more of the other G.T. Global Mutual Funds. The
Transfer Agent must receive from the investor or the investor's broker/dealer
within 180 days after the date of the redemption both a written request for
reinvestment and a check not exceeding the amount of the redemption proceeds.
The reinstatement purchase will be effected at the net asset value per share
next determined after such receipt. For a discussion of the federal income tax
consequences of a reinstatement, see "Dividends, Other Distributions and Federal
Income Taxation -- Taxes."

REDUCED SALES CHARGE PLANS -- CLASS A SHARES. Class A shares of the Funds may be
purchased at reduced sales charges either through the Right of Accumulation or
under a Letter of Intent. For more details on these plans, investors should
contact their broker/dealers or the Transfer Agent.

RIGHT OF ACCUMULATION. Pursuant to the Right of Accumulation, investors are
permitted to purchase shares of the Funds at the sales charge applicable to the
total of (a) the dollar amount then being purchased plus (b) the dollar amount
of the investor's concurrent purchases of other G.T. Global Mutual Funds (other
than G.T. Global Dollar Fund) plus (c) the price of all shares of G.T. Global
Mutual Funds (other than shares of G.T. Global Dollar Fund not acquired by
exchange) already held by the investor. To receive the Right of Accumulation, at
the time of purchase investors must give their broker/dealers, the Transfer
Agent or

                               Prospectus Page 18
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
G.T. Global sufficient information to permit confirmation of qualification. THE
FOREGOING RIGHT OF ACCUMULATION APPLIES ONLY TO CLASS A SHARES OF THE FUNDS AND
OTHER G.T. GLOBAL MUTUAL FUNDS (OTHER THAN G.T. GLOBAL DOLLAR FUND).

LETTER OF INTENT. In executing a Letter of Intent ("LOI") an investor indicates
an aggregate investment amount he or she intends to invest in Class A shares of
the Funds and the Class A shares of other G.T. Global Mutual Funds (other than
G.T. Global Dollar Fund) in the following thirteen months. The LOI is included
as part of the Account Application located at the end of this Prospectus. The
sales charge applicable to that aggregate amount then becomes the applicable
sales charge on all purchases made concurrently with the execution of the LOI
and in the thirteen months following that execution. If an investor executes an
LOI within 90 days of a prior purchase of G.T. Global Mutual Fund Class A shares
(other than G.T. Global Dollar Fund), the prior purchase may be included under
the LOI and an appropriate adjustment, if any, with respect to the sales charges
paid by the investor in connection with the prior purchase will be made, based
on the then-current net asset value(s) of the pertinent Fund(s).

If at the end of the thirteen month period covered by the LOI, the total amount
of purchases does not equal the amount indicated, the investor will be required
to pay the difference between the sales charges paid at the reduced rate and the
sales charges applicable to the purchases actually made. Shares having a value
equal to 5% of the amount specified in the LOI will be held in escrow during the
thirteen month period (while remaining registered in the investor's name) and
are subject to redemption to assure any necessary payment to G.T. Global of a
higher applicable sales charge.

For purposes of an LOI, any registered investment adviser, trust company or bank
trust department which exercises investment discretion and which intends within
thirteen months to invest $500,000 or more can be treated as a single purchaser,
provided further that such entity places all purchase and redemption orders.
Such entities should be prepared to establish their qualification for such
treatment. THE FOREGOING LETTER OF INTENT APPLIES ONLY TO CLASS A SHARES OF THE
FUNDS AND OTHER G.T. GLOBAL MUTUAL FUNDS (OTHER THAN G.T. GLOBAL DOLLAR FUND).
THE VALUE OF CLASS B SHARES OF ANY G.T. GLOBAL MUTUAL FUND WILL NOT BE COUNTED
TOWARD THE FULFILLMENT OF AN LOI.

CONTINGENT DEFERRED SALES CHARGE -- CLASS A SHARES. Purchases of Class A shares
of $500,000 or more may be made without an initial sales charge. Purchases of
Class A shares of two or more G.T. Global Mutual Funds (other than G.T. Global
Dollar Fund) may be combined for this purpose, and the Right of Accumulation
also applies to such purchases. If a shareholder redeems any Class A shares that
were purchased without a sales charge by reason of a purchase of $500,000 or
more within 24 months after the date of purchase, a contingent deferred sales
charge of 1% of the lower of the original purchase price or the net asset value
of such shares at the time of redemption will be charged. Class A shares that
are redeemed will not be subject to the contingent deferred sales charge to the
extent that the value of such shares represents (1) reinvestment of dividends or
other distributions or (2) Class A shares redeemed more than two years after
their purchase. Such shares purchased for at least $500,000 without a sales
charge may be exchanged for Class A shares of another G.T. Global Mutual Fund
(other than G.T. Global Dollar Fund) without the imposition of a contingent
deferred sales charge, although the contingent deferred sales charge described
above will apply to the redemption of the shares acquired through an exchange.
The waivers set forth under "Contingent Deferred Sales Charge Waivers" below are
applied to redemptions of Class A shares upon which a contingent deferred sales
charge is imposed. For federal income tax purposes, the amount of the contingent
deferred sales charge will reduce the gain or increase the loss, as the case may
be, on the amount realized on redemption. The amount of any contingent deferred
sales charge will be paid to G.T. Global.

                           PURCHASING CLASS B SHARES

The public offering price of the Class B shares of each Fund is the next
determined net asset value per share. No initial sales charge is imposed. A
contingent deferred sales charge, however, is imposed on certain redemptions of
Class B shares. Since the Class B shares are sold without an initial sales
charge, the Fund receives the full amount of the investor's purchase payment.

Class B shares of a Fund that are redeemed will not be subject to a contingent
deferred sales charge to the extent that the value of such shares represents:
(1) reinvestment of dividends or capital gain distributions or (2) shares
redeemed more than six years after their purchase. Redemptions of most other
Class B shares will be subject to a contingent

                               Prospectus Page 19
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
deferred sales charge. See "Contingent Deferred Sales Charge Waivers." The
amount of any applicable contingent deferred sales charge will be calculated by
multiplying the lesser of the original purchase price or the net asset value of
such shares at the time of redemption by the applicable percentage shown in the
table below. Accordingly, no charge is imposed on increases in net asset value
above the original purchase price:

<TABLE>
<CAPTION>
                                  CONTINGENT DEFERRED SALES
                                CHARGE AS A PERCENTAGE OF THE
                                LESSER OF NET ASSET VALUE AT
                                         REDEMPTION
                                       OR THE ORIGINAL
      REDEMPTION DURING                PURCHASE PRICE
- ------------------------------  -----------------------------
<S>                             <C>
1st Year Since Purchase.......                    5%
2nd Year Since Purchase.......                    4%
3rd Year Since Purchase.......                    3%
4th Year Since Purchase.......                    3%
5th Year Since Purchase.......                    2%
6th year Since Purchase.......                    1%
Thereafter....................                    0%
</TABLE>

In determining whether a contingent deferred sales charge is applicable to a
redemption, the calculation will be made in a manner that results in the lowest
possible rate. It will be assumed that the redemption is made first of amounts
representing shares acquired pursuant to the reinvestment of dividends and
distributions; then of amounts representing the cost of shares purchased seven
years or more prior to the redemption; and finally, of amounts representing the
cost of shares held for the longest period of time within the applicable
six-year period.

For example, assume an investor purchased 100 shares at $10 per share for a cost
of $1,000. Subsequently, the shareholder acquired 15 additional shares through
dividend reinvestment. During the second year after the purchase, the investor
decided to redeem $500 of his or her investment. Assuming at the time of the
redemption a net asset value of $11 per share, the value of the investor's
shares would be $1,265 (115 shares at $11 per share). The contingent deferred
sales charge would not be applied to the value of the reinvested dividend
shares. Therefore, the 15 shares currently valued at $165.00 would be sold
without a contingent deferred sales charge. The number of shares needed to fund
the remaining $335.00 of the redemption would equal 30.455. Using the lower of
cost or market price to determine the contingent deferred sales charge the
original purchase price of $10.00 per share would be used. The contingent
deferred sales charge calculation would therefore be 30.455 shares times $10.00
per share at a contingent deferred sales charge rate of 4% (the applicable rate
in the second year after purchase) for a total contingent deferred sales charge
of $12.18.

For federal income tax purposes, the amount of the contingent deferred sales
charge will reduce the gain or increase the loss, as the case may be, on the
amount recognized on the redemption of shares. The amount of any contingent
deferred sales charge will be paid to G.T. Global.

                           CONTINGENT DEFERRED SALES
                                 CHARGE WAIVERS

The contingent deferred sales charge will be waived for exchanges, as described
below, and for redemptions in connection with each Fund's systematic withdrawal
plan not in excess of 12% of the value of the account annually. In addition, the
contingent deferred sales charge will be waived in the following circumstances:
(1) total or partial redemptions made within one year following the death or
disability of a shareholder; (2) minimum required distribution made in
connection with a G.T. Global, IRA, Keogh Plan or custodial account under
Section 403(b) of the Code or other retirement plan following attainment of age
70 1/2; (3) total or partial redemption resulting from a distribution following
retirement in the case of a tax-qualified employer-sponsored retirement plan;
(4) when a redemption results from a tax-free return of an excess contribution
pursuant to Section 408(d)(4) or (5) of the Code or from the death or disability
of the employee; (5) a one-time reinvestment in Class B shares of the Fund
within 180 days of prior redemption; (6) redemptions pursuant to the Fund's
right to liquidate a shareholder's account involuntarily; (7) redemptions
pursuant to distributions from a tax-qualified employer-sponsored retirement
plan, which is invested in G.T. Global Mutual Funds, which are permitted to be
made without penalty pursuant to the Code (other than tax-free rollovers or
transfers of assets) and the proceeds of which are reinvested in Fund shares;
(8) redemptions made in connection with participant-directed exchanges between
options in an employer-sponsored benefit plan; (9) redemptions made for the
purpose of providing cash to fund a loan to a participant in a tax-qualified
retirement plan; (10) redemptions made in connection with a distribution from
any retirement plan or account that is permitted in accordance with the
provisions of Section 72(t)(2) of the Code and the regulations promulgated
thereunder; (11) redemptions made in connection with a distribution from any
retirement plan or account that involves the return of an excess deferral amount
pursuant to

                               Prospectus Page 20
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
Section 401(k)(8) or Section 402(g)(2) of the Code or the return of excess
aggregate contributions pursuant to Section 401(m)(6) of the Code; (12)
redemptions made in connection with a distribution (from a qualified
profit-sharing or stock bonus plan described in Section 401(k) of the Code) to a
participant or beneficiary under Section 401(k)(2)(B)(IV) of the Code upon
hardship of the covered employee (determined pursuant to Treasury Reg.
Section1.401(k)-1(d)(2); and (13) redemptions made by or for the benefit of
certain states, counties or cities, or any instrumentalities, departments or
authorities thereof where such entities are prohibited or limited by applicable
law from paying a sales charge or commission.

            PROGRAMS APPLICABLE TO CLASS A SHARES AND CLASS B SHARES

AUTOMATIC INVESTMENT PLAN. Investors may purchase either Class A or Class B
shares of a Fund through the G.T. Global Automatic Investment Plan. Under this
Plan, an amount specified by the shareholder of $100 or more ($25 or more for
IRAs, 403(b)(7) custodial accounts and other tax-qualified employer-sponsored
retirement accounts) on a monthly or quarterly basis will be sent to the
Transfer Agent from the investor's bank for investment in the Fund. Participants
in the Automatic Investment Plan should not elect to receive dividends or other
distributions from a Fund in cash. To participate in the Automatic Investment
Plan, investors should complete the appropriate portion of the Supplemental
Application provided at the end of this Prospectus. Investors should contact
their brokers or G.T. Global for more information.

DOLLAR COST AVERAGING PROGRAM. Dollar cost averaging is a systematic,
disciplined investment method through which a shareholder invests the same
dollar amount each month. Accordingly, the investor purchases more shares when a
Fund's net asset value is relatively low and fewer shares when a Fund's net
asset value is relatively high. This can result in a lower average
cost-per-share than if the shareholder followed a less systematic approach. The
G.T. Dollar Cost Averaging Program provides a convenient means for investors to
use this method to purchase either Class A or Class B shares of the G.T. Global
Mutual Funds. Dollar cost averaging does not assure a profit and does not
protect against loss in declining markets. Because such a program involves
continuous investment in securities regardless of fluctuating price levels of
such securities, investors should consider their financial ability to continue
purchases through periods of low price levels.

A participant in the G.T. Dollar Cost Averaging Program first designates the
size of his or her monthly investment in a Fund ("Monthly Investment") after
participation in the Program begins. The Monthly Investment must be at least
$1,000. The investor then will make an initial investment of at least $10,000 in
the G.T. Global Dollar Fund. Thereafter, each month an amount equal to the
specified Monthly Investment automatically will be redeemed from the G.T. Global
Dollar Fund and invested in Fund shares. A sales charge will be applied to each
automatic monthly purchase of Class A Fund shares in an amount determined in
accordance with the Right of Accumulation privilege described above. For more
information about the G.T. Dollar Cost Averaging Program, investors should
consult their brokers or G.T. Global.

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 21
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                             HOW TO MAKE EXCHANGES

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

Shares of one of the Funds may be exchanged for shares of any other Fund, and
shares of the Funds may be exchanged for 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. CLASS A SHARES MAY BE
EXCHANGED ONLY FOR CLASS A SHARES OF OTHER G.T. GLOBAL MUTUAL FUNDS. CLASS B
SHARES MAY BE EXCHANGED ONLY FOR CLASS B SHARES OF OTHER G.T. GLOBAL MUTUAL
FUNDS. The exchange of Class B shares will not be subject to a contingent
deferred sales charge. For purposes of computing the contingent deferred sales
charge, the length of time of ownership of Class B shares will be measured from
the date of original purchase and will not be affected by the exchange.
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. If an investor does not
surrender all of his or her shares in an exchange, the remaining balance in the
investor's account after the exchange must be at least $500. 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 22
<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
(subject to any applicable contingent deferred sales charge for Class B shares
or, in limited circumstances, Class A shares) 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. If a redeeming shareholder owns both Class A
and Class B shares of a Fund, the Class A shares will be redeemed first unless
the shareholder specifically requests otherwise.

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 (less any applicable contingent
deferred sales charge for Class B shares) 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
(less any applicable contingent deferred sales charge for Class B shares).
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.

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

SYSTEMATIC WITHDRAWAL PLAN. Shareholders owning shares with a value of $10,000
or more may participate in the G.T. Global Systematic Withdrawal Plan. A
participating shareholder will receive proceeds from monthly, quarterly or
annual redemptions of Fund shares with respect to either Class A or Class B
shares. No contingent deferred sales charge will be imposed on redemptions made
under the Systematic Withdrawal Plan. The minimum withdrawal amount is $100. The
amount or percentage a participating shareholder specifies to be redeemed may
not, on an annualized basis, exceed 12% of the value of the account, as of the
time the shareholder elects to participate in the Systematic Withdrawal Plan. To
participate in the Systematic Withdrawal Plan, investors should complete the
appropriate portion of the Supplemental Application provided at the end of this
Prospectus. Investors should contact their broker/ dealers or the Transfer Agent
for more information. With respect to Class A shares, participation in the
Systematic Withdrawal Plan concurrent with purchases of Class A shares of the
Fund may be disadvantageous to investors because of the sales charges involved
and possible tax implications, and therefore is discouraged. In addition,
shareholders who participate in the Systematic Withdrawal Plan should not elect
to reinvest dividends or other distributions in additional Fund shares.

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.

Each Fund may redeem the shares of any shareholder whose account is reduced to
less than $500 in net asset value 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 his or her holdings to an aggregate amount of $500 or more (with a
minimum purchase of $100 or more).

                               Prospectus Page 24
<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 25
<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.

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 Class B
shares of a Fund generally will be lower than that of the Class A shares of that
Fund because of the higher expenses borne by the Class B shares. It is expected,
however, that the net asset value per share of Class A and Class B shares of a
Fund will tend to converge immediately after the payment of dividends, which
will differ by approximately the amount of the service and distribution expense
accrual differential between the classes. The per share net asset value and
dividends of the Advisor Class shares of a Fund generally will be higher than
that of the Class A and Class B shares of that Fund because of the absence of
12b-1 service and distribution fees with respect to Advisor Class shares.

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

                         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.

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

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 Class B shares of a Fund will be lower than the per
share income dividends on Class A shares of that Fund as a result of the higher
service and distribution fees applicable to Class B shares; the per share income
dividends on both such classes of shares of a Fund will be lower than the per
share income dividends on the Advisor Class shares of that Fund as a result of
the absence of any service and distribution fees applicable to Advisor Class
shares. SHAREHOLDERS MAY ELECT:

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

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

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

/ / to receive dividends and other distributions in cash.

Automatic reinvestments in additional shares are made at net asset value without
imposition of a sales charge. IF NO ELECTION IS MADE BY A SHAREHOLDER, ALL
DIVIDENDS AND OTHER DISTRIBUTIONS WILL BE AUTOMATICALLY REINVESTED IN ADDITIONAL
FUND SHARES OF THE DISTRIBUTING CLASS. 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 taxes.

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

                               Prospectus Page 27
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
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 (which normally
includes any initial sales charge paid on Class A shares). An exchange of Fund
shares for shares of another G.T. Global Mutual Fund generally will have similar
tax consequences. However, special tax rules apply when a shareholder (1)
disposes of Class A shares of a Fund through a redemption or exchange within 90
days after purchase and (2) subsequently acquires Class A shares of the Fund or
any other G.T. Global Mutual Fund on which an initial sales charge normally is
imposed without paying a sales charge due to the reinstatement privilege or
exchange privilege. In these cases, any gain on the disposition of the original
Class A shares will be increased, or loss decreased, by the amount of the sales
charge paid when the shares were acquired, and that amount will increase the
adjusted basis of the shares subsequently acquired. 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 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.

- --------------------------------------------------------------------------------
                                   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 Portfolios' and the Funds' 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
    

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

                               Prospectus Page 29
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
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 Class A and Class B 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 collects the sales
charges imposed on purchases of Class A shares and and any contingent deferred
sales charges that may be imposed on certain redemptions of Class A and Class B
shares. G.T. Global reallows a portion of the sales charges on Class A shares to
broker/dealers that have sold such shares in accordance with the schedule set
forth above under "How to Invest." In addition, G.T. Global pays a brokerage
commission equal to 4.00% of the amount invested to broker/dealers who sell
Class B shares. A brokerage commission with respect to Class B shares is not
paid on exchanges or certain reinvestments in Class B shares.

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 (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. Global makes ongoing payments to brokerage firms, financial
institutions (including banks) and others that facilitate the administration and
servicing of shareholder accounts.

Under a plan of distribution adopted by the Company's Board of Trustees pursuant
to Rule 12b-1 under the 1940 Act, with respect to each Fund's Class A shares
("Class A Plan"), each 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 its 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 its 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.

Pursuant to a separate plan of distribution adopted with respect to each Fund's
Class B shares ("Class B Plan"), each 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 its 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 its 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
such Plan continues in effect.

G.T. Global's service and distribution expenses under the Plans include the
payment of ongoing commissions; the cost of any additional compensation paid by
G.T. Global to brokers and dealers; the costs of printing and mailing to
prospective investors prospectuses and other materials relating to the Funds;
the costs of developing,

                               Prospectus Page 30
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
printing, distributing and publishing advertisements and other sales literature;
and allocated costs relating to G.T. Global's service and distribution
activities, including, among other things, employee salaries, bonuses and other
overhead expenses. In addition, its expenses under the Class B Plan include
payment of initial sales commissions to broker/dealers and interest on any
unreimbursed amounts carried forward thereunder.

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 Investment Plan, Systematic Withdrawal Plan, and 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 majority vote of the shareholders
qualified to vote in the election. Shareholders holding 10% of the Company's
outstanding voting securities may call

                               Prospectus Page 31
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
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.

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.

   
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

                               Prospectus Page 32
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
(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.

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 33
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                                     NOTES

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

                               Prospectus Page 34
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                                     NOTES

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

                               Prospectus Page 35
<PAGE>

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

 / / 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.

<TABLE>
<S>                                       <C>                             <C>                                                  <C>

  ------------------------------------    --------------------------------------------------------------------------------
  Owner                                   Social  Security  Number  /  /  or  Tax  I.D.  Number  /  /  (Check  applicable  box)
  ------------------------------------    If  more than  one owner,  social security  number or  taxpayer identification number
  Co-owner 1                              should be provided for first owner listed. If a purchase is made under Uniform  Gift/
  ------------------------------------    Transfer  to  Minors Act,  social  security number  of  the minor  must  be provided.
  Co-owner 2                              Resident of /  / U.S.   / / Other  (specify)-----------------------------------------

                                                                          (    )
  ----------------------------------------------------------------------  ---------------------------
  Street Address                                                          Home Telephone
                                                                          (    )
  ----------------------------------------------------------------------  ---------------------------
  City, State, Zip Code                                                   Business Telephone
</TABLE>

 FUND SELECTION $500 minimum initial investment required for each Fund
 selected. Checks should be made payable to "G.T. GLOBAL."

 TO PURCHASE THE FUNDS LISTED BELOW PLEASE SELECT EITHER / / Class A Shares or
 / / Class B Shares (Not available for purchases of $500,000 or more or for the
                    G.T. Global Dollar Fund).
 If a class share box is not checked, your investment will be made in Class A
 shares.

<TABLE>
<S>                                                    <C>             <C>                                           <C>       <C>
                                                       INITIAL                                                       INITIAL
                                                       INVESTMENT                                                    INVESTMENT
07 / / G.T. GLOBAL WORLDWIDE GROWTH FUND               $               13 / / G.T. LATIN AMERICA GROWTH FUND         $
                                                       ----------                                                    ----------
05 / / G.T. GLOBAL INTERNATIONAL GROWTH FUND           $               24 / / G.T. GLOBAL AMERICA SMALL CAP GROWTH   $
                                                       ----------             FUND                                   ----------
16 / / G.T. GLOBAL EMERGING MARKETS FUND               $               06 / / G.T. GLOBAL AMERICA GROWTH FUND        $
                                                       ----------                                                    ----------
11 / / G.T. GLOBAL HEALTH CARE FUND                    $               23 / / G.T GLOBAL AMERICA VALUE FUND          $
                                                       ----------                                                    ----------
15 / / G.T. GLOBAL TELECOMMUNICATIONS FUND             $               04 / / G.T. GLOBAL JAPAN GROWTH FUND          $
                                                       ----------                                                    ----------
19 / / G.T. GLOBAL INFRASTRUCTURE FUND                 $               10 / / G.T. GLOBAL GROWTH & INCOME FUND       $
                                                       ----------                                                    ----------
17 / / G.T. GLOBAL FINANCIAL SERVICES FUND             $               09 / / G.T. GLOBAL GOVERNMENT INCOME FUND     $
                                                       ----------                                                    ----------
21 / / G.T. GLOBAL NATURAL RESOURCES FUND              $               08 / / G.T. GLOBAL STRATEGIC INCOME FUND      $
                                                       ----------                                                    ----------
22 / / G.T. GLOBAL CONSUMER PRODUCTS AND SERVICES FUND $               18 / / G.T. GLOBAL HIGH INCOME FUND           $
                                                       ----------                                                    ----------
02 / / G.T. GLOBAL NEW PACIFIC GROWTH FUND             $               01 / / G.T. GLOBAL DOLLAR FUND                $
                                                       ----------                                                    ----------
03 / / G.T. GLOBAL EUROPE GROWTH FUND                  $
                                                       ----------
  CHECKWRITING PRIVILEGE
 Checkwriting privilege available on Class A 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                                                TOTAL INITIAL INVESTMENT:  $
                                                                                                                     ----------
 All capital gains and dividend distributions will be reinvested in additional shares of the same 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>

 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 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 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)
 CERTIFIES(Y) 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>

<TABLE>
<S>                                                    <C>
 ACCOUNT PRIVILEGES

 TELEPHONE EXCHANGE AND REDEMPTION                     AUTHORITY TO TRANSMIT REDEMPTION PROCEEDS TO
                                                       PRE-DESIGNATED ACCOUNT
 I/We, either directly or through the Authorized       By completing the following section, redemptions
 Agent, if any, named below, hereby authorize the      which exceed $1,000
 Transfer Agent of the G.T. Global Mutual Funds,       may be wired or mailed to a Pre-Designated Account
 to honor any telephone, telex or telegraphic          at your bank. (Wiring instructions may be obtained
 instructions reasonably believed to be authentic      from your bank.) A bank wire service fee may be
 for redemption and/or exchange between a similar      charged.
 class of shares of any of the Funds distributed
 by G.T. Global Financial Services, Inc.               --------------------------------------------------
                                                       Name of Bank
 SPECIAL PURCHASE AND REDEMPTION PLANS
  / / I have completed and attached the                --------------------------------------------------
 Supplemental Application for:                         Bank Address
  / / AUTOMATIC INVESTMENT PLAN
 / / SYSTEMATIC WITHDRAWAL PLAN                        --------------------------------------------------
 OTHER                                                 Bank A.B.A Number                        Account
  / / I/We owned shares of one or more Funds           Number
      distributed by G.T. Global Financial
      Services, Inc. as of April 30, 1987 and          --------------------------------------------------
      since that date continuously have owned          Names(s) in which Bank Account is Established
      shares of such Funds. Attached is a schedule     A corporation (or partnership) must also submit a
      showing the numbers of each of my/our            "Corporate Resolution"
      Shareholder Accounts.                            (or "Certificate of Partnership") indicating the
                                                       names and titles of Officers authorized to act on
                                                       its behalf.
</TABLE>

 RIGHT OF ACCUMULATION -- CLASS A SHARES
  / / I/We qualify for the Right of Accumulation sales charge discount
      described in the Prospectus and Statement of Additional Information of
      the Fund purchased.

  / / I/We own shares of more than one Fund distributed by G.T. Global. Listed
      below are the numbers of each of my/our Shareholder Accounts.

  / / The registration of some of my/our shares differs from that shown on this
      Application. Below are the account number(s) and registration(s) in each
      case.

 LIST OF OTHER G.T. FUND ACCOUNTS:

 -------------------------------------------
 ------------------------------------------------------------------------------
 -------------------------------------------
 ------------------------------------------------------------------------------
 -------------------------------------------
 ------------------------------------------------------------------------------
 Account Numbers                                 Account Registrations
 LETTER OF INTENT -- CLASS A SHARES

  / / I agree to the terms of the Letter of Intent set forth below. Although I
      am not obligated to do so, it is my intention to invest over a
      thirteen-month period in Class A shares of one or more of the G.T. Global
      Mutual Funds in an aggregate amount at least equal to:
            / / $50,000     / / $100,000     / / $250,000     / / $500,000

 When a shareholder signs a Letter of Intent in order to qualify for a reduced
 sales charge, Class A shares equal to 5% (in no case in excess of 1/2 of 1%
 after an aggregate of $500,000 has been purchased under the Letter) of the
 dollar amount specified in this Letter will be held in escrow in the
 Shareholder's Account out of the initial purchase (or subsequent purchases, if
 necessary) by G.T. Global Financial Services, Inc. ("G.T. Global"). All
 dividends and other distributions will be credited to the Shareholder's
 Account in shares (or paid in cash, if requested). If the intended investment
 is not completed within the specified thirteen-month period, the purchaser
 will remit to G.T. Global the difference between the sales charge actually
 paid and the sales charge which would have been paid if the total of such
 purchases had been made at a single time. If this difference is not paid
 within twenty days after written request by G.T. Global or the shareholder's
 Authorized Agent, the appropriate number of escrowed shares will be redeemed
 to pay such difference. If the proceeds from this redemption are inadequate,
 the purchaser will be liable to G.T. Global for the balance still outstanding.
 The Letter of Intent may be revised upward at any time during the
 thirteen-month period, and such a revision will be treated as a new Letter,
 except that the thirteen-month period during which the purchase must be made
 will remain unchanged. Exchange requests involving escrowed shares must
 specifically reference those shares. Exchanges of escrowed shares may be
 delayed to allow for the extra processing required.

 Any questions relating to this Letter of Intent should be directed to G.T.
 Global, 50 California Street, 27th Floor, San Francisco, CA 94111.
 FOR USE BY AUTHORIZED AGENT (BROKER/DEALER) ONLY

 We hereby submit this Account Application for the purchase of Class A shares
 including such shares purchased under a Right of Accumulation or Letter of
 Intent or for the purchase of Class B shares in accordance with the terms of
 our Dealer Agreement with G.T. Global Financial Services, Inc. and with the
 Prospectus and Statement of Additional Information of each Fund purchased. We
 agree to notify G.T. Global Financial Services, Inc. of any purchases properly
 made under a Letter of Intent or Right of Accumulation.

 ------------------------------------------------------------------------------
 Investment Dealer Name
 ------------------------------------------------------------------------------
 Main Office Address   Branch Number  Representative's Number  Representative's
 Name
                                                                (     )
 ------------------------------------------------------------------------------
 Branch Address                                                        Telephone

 X
 ------------------------------------------------------------------------------
 Investment Dealer's Authorized Signature                                  Title
<PAGE>

<TABLE>
<S>        <C>                    <C>
[LOGO]
           G.T.  GLOBAL
           MUTUAL FUNDS
           P.O. Box 7345          SUPPLEMENTAL APPLICATION
           San Francisco, CA      SPECIAL INVESTMENT AND
           94120-7345             WITHDRAWAL OPTIONS
           800/223-2138
</TABLE>

<TABLE>
<S>                                                         <C>                                                         <C>
ACCOUNT REGISTRATION

Please supply the following information exactly as it appears on the Fund's records.

- ---------------------------------------------------------   ---------------------------------------------------------
Fund Name                                                   Account Number

- ----------------------------------------------------------  ----------------------------------------------------------
Owner's Name                                                Co-Owner 1

- ----------------------------------------------------------  ----------------------------------------------------------
Co-Owner 2                                                  Telephone Number

- ----------------------------------------------------------  ----------------------------------------------------------
Street Address                                              Social Security or Tax I.D. Number

- ----------------------------------------------------------
City, State, Zip Code

Resident of  / / U.S.  / / Other
- ---------------------------

AUTOMATIC INVESTMENT PLAN     / / YES  / / NO

I/We hereby authorize the Transfer Agent of the G.T. Global Mutual Funds to debit my/our personal checking account on
the designated dates in order to purchase / / Class A shares or / / Class B shares of the Fund indicated at the top of
this Supplemental Application at the applicable public offering price determined on that day.

/ / Monthly on the 25th day        / / Quarterly beginning on the 25th day of the month you first select
(The request for participation in the Plan must be received by the 1st day of the month in which you wish investments
to begin.)

Amount of each debit (minimum $100)  $
                                     -------------------------------------------------

NOTE:  A Bank  Authorization Form (below)  and a voided  personal check  must accompany the  Automatic Investment Plan
Application.
</TABLE>

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

<TABLE>
<S>        <C>                            <C>
           G.T. GLOBAL
           MUTUAL FUNDS                                                               AUTOMATIC INVESTMENT PLAN
</TABLE>

[LOGO]

<TABLE>
<S>                                <C>                                <C>
BANK AUTHORIZATION
</TABLE>

<TABLE>
<S>                        <C>                             <C>                   <C>
- -------------------------  ------------------------------  ------------
Bank Name                  Bank Address                    Bank Account Number
I/We authorize you, the above named bank, to debit my/our account for amounts drawn by the Transfer Agent of the G.T.
Global Mutual Funds, acting as my agent. I/We agree that your rights in respect to each withdrawal shall be the same as
if it were a check drawn upon you and signed by me/us. This authority shall remain in effect until I/we revoke it in
writing and you receive it. I/We agree that you shall incur no liability when honoring any such debit.
I/We further agree that you will incur no liability to me if you dishonor any such withdrawal. This will be so even
though such dishonor results in the forfeiture of investment.

- ---------------------------------------------------------    ---------------------------------------------------------
Account Holder's Name                                        Joint Account Holder's Name

X                                                            X
- ------------------------------------      --------------     ------------------------------------      --------------
Account Holder's Signature                Date               Joint Account Holder's Signature          Date
</TABLE>

                                     (OVER)
<PAGE>

<TABLE>
<S>                             <C>                          <C>                                                        <C>

SYSTEMATIC WITHDRAWAL PLAN    / / YES  / / NO
MINIMUM REQUIREMENTS: $10,000 INITIAL ACCOUNT BALANCE AND $100 MINIMUM PERIODIC PAYMENT.
I/We hereby authorize the Transfer Agent of the G.T. Global Mutual Funds to redeem the necessary number of / / Class A
or / / Class B shares from my/our G.T. Global Account on the designated dates in order to make the following periodic
payments:
/ / Monthly on the 25th day        / / Quarterly beginning on the 25th day of the month you first select
(The request for participation in the Plan must be received by the 18th day of the month in which you wish withdrawals
to begin.)
Maximum annual withdrawal of 12% of initial account balance for shares subject to a contingent deferred sales charge.
Withdrawals in excess of 12% of the initial account balance annually may result in assessment of a contingent deferred
sales charge, as described in the applicable Fund's prospectus.
Amount of each check ($100 minimum): $
- -----------------

Please make checks payable to:  --------------------------------------------------------------------------------------
(TO  BE   COMPLETED  ONLY   IF  Recipient
REDEMPTION PROCEEDS TO BE PAID  --------------------------------------------------------------------------------------
TO  OTHER THAN  ACCOUNT HOLDER  Street Address
OF RECORD OR MAILED TO ADDRESS  --------------------------------------------------------------------------------------
OTHER THAN ADDRESS OF RECORD)   City, State, Zip Code
NOTE: If recipient of checks is not the registered shareholder, signature(s) below must be guaranteed. A corporation
(or partnership) must also submit a "Corporate Resolution" (or "Certification of Partnership") indicating the names
and titles of Officers authorized to act on its behalf.
AGREEMENT AND SIGNATURES
The investor(s) certifies(y) and agree(s) that the certifications, authorizations, directions and restrictions
contained herein will continue until the Transfer Agent of the G.T. Global Mutual Funds receives written notice of any
change or revocation. Any change in these instructions must be in writing with all signatures guaranteed (if
applicable).

- ----------------------------------------------------------
Date
X                                                            X
- -----------------------------------------------------        ---------------------------------------------------
Signature                                                    Signature

- -----------------------------------------------------------  ---------------------------------------------------------
Signature Guarantee* (if applicable)                         Signature Guarantee* (if applicable)
X                                                            X
- -----------------------------------------------------        ---------------------------------------------------
Signature                                                    Signature

- -----------------------------------------------------------  ---------------------------------------------------------
Signature Guarantee* (if applicable)                         Signature Guarantee* (if applicable)
*Acceptable signature guarantors: (1) a commercial bank; (2) a U.S. trust company; (3) a member firm of a U.S. stock
exchange;
(4) a foreign branch of any of the foregoing; or (5) any other eligible guarantor institution. A notary public is NOT
an acceptable guarantor. An investor with questions concerning the G.T. Global Mutual Funds signature guarantee
requirement should contact the Transfer Agent.
</TABLE>

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

INDEMNIFICATION AGREEMENT

To: Bank Named on the Reverse

In consideration of your compliance with the request and authorization of the
depositor(s) named on the reverse, the Transfer Agent of the G.T. Global Mutual
Funds hereby agrees:

1. To indemnify and hold you harmless from any loss you may incur because of the
payment by you and of any debit by the Transfer Agent to its own order on the
account of such depositor(s) and received by you in the regular course of
business for payment, or arising out of the dishonor by you of any debit,
provided there are sufficient funds in such account to pay the same upon
presentation.

2. To defend at its own expense any action which might be brought by any
depositor or any other persons because of your actions taken pursuant to the
above mentioned request or in any manner arising by reason of your participation
in connection with such request.
<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.

   
    AMEPR510025MC
    
<PAGE>
                                     [LOGO]

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

                        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  Class A  and Class B
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,  "Funds"). Each Fund is a diversified series of G.T. Global Growth
Series ("Company"), a multiple series 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 Class  A and  Class  B
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........................................................................................      15
Management.............................................................................................................      17
Valuation of Shares....................................................................................................      19
Information Relating to Sales and Redemptions..........................................................................      20
Taxes..................................................................................................................      22
Additional Information.................................................................................................      24
Investment Results.....................................................................................................      25
Description of Debt Ratings............................................................................................      30
Financial Statements...................................................................................................      32
</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
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

                   Statement of Additional Information Page 2
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
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. 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; 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.

                   Statement of Additional Information Page 3
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

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
<PAGE>
                   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
<PAGE>
                   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 option,  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
<PAGE>
                   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 stock index Futures Contract on the same exchange. In such
instance,  the difference  between the price  at which the  Futures Contract was
sold

                   Statement of Additional Information Page 8
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
and the price paid for the offsetting purchase, after allowance for  transaction
costs, represents the profit or loss to the Portfolio.

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

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

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 Portfolio's  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 Growth 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  Portfolio  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 despose 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 requests 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  beneficially  more  than 1/2  of  1%  of  the outstanding
    securities of such issuer and together own beneficially more than 5% of  the
    securities;

                  Statement of Additional Information Page 12
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

       (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.

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."

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

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.

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

                        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
</TABLE>

                  Statement of Additional Information Page 15
<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
- ---------------------------------------  ------------------------------------------------------------------------------------------
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.
<S>                                      <C>

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

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.

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

                  Statement of Additional Information Page 16
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
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.

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

                                   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
Portfolio, 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

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

DISTRIBUTION SERVICES
Each Fund's Class  A and  Class B shares  are offered  continuously through  the
Funds'  principal underwriter and distributor, G.T.  Global, on a "best efforts"
basis pursuant to separate Distribution  Contracts between the Company and  G.T.
Global.  The  Distribution Contracts  were last  approved  with respect  to each
Fund's Class A and Class B shares by the Board of Trustees on June 20, 1995.

As described in the  Prospectus, the Company  has adopted separate  Distribution
Plans  with respect to each class of shares  of the Funds in accordance with the
provisions of Rule 12b-1 under the 1940 Act ("Class A Plan" and "Class B  Plan")
(collectively,  "Plans"). The rate of  payment by each Fund  under the Plans, as
described in the Prospectus,  may not be increased  without the approval of  the
majority  of the  outstanding voting  securities of  the affected  class of that
Fund. All expenses for which  G.T. Global is reimbursed  under the Class A  Plan
will have been incurred within one year of such reimbursement. The Funds make no
payments under the Class A Plan or the Class B Plan to any party other than G.T.
Global,  which is  the distributor  (principal underwriter)  of the  Class A and
Class B shares of each Fund.

The Plans  were  last approved  on  June 15,  1994  by the  Company's  Board  of
Trustees,  including a majority of Trustees  who are not "interested persons" of
the Company (as  defined in the  1940 Act) and  who have no  direct or  indirect
financial  interests in the operation  of the Plans or  in any agreement related
thereto ("Qualified Trustees"). In approving the Plans, the Trustees  determined
that the continuation of the Class A and Class B Plans was in the best interests
of  the shareholders of the Funds. Agreements  related to the Plans also must be
approved by vote of the Trustees and Qualified Trustees as described above.

Each Plan requires  that, at least  quarterly, the Trustees  review the  amounts
expended thereunder and the purposes for which such expenditures were made. Each
Plan  requires that as long as it is  in effect, the selection and nomination of
Trustees who are not  "interested persons" of the  Company will be committed  to
the  discretion of the Trustees who are not "interested persons" of the Company,
as defined in the 1940 Act.

As discussed in the Prospectus, G.T.  Global collects sales charges on sales  of
Class  A  shares of  the  Funds, retains  certain  amounts of  such  charges and
reallows other amounts of such charges to broker/dealers who sell shares of  the
Funds.

G.T.   Global  receives  no  compensation  or  reimbursements  relating  to  its
distribution efforts with  respect to  Class A  shares other  than as  described
above.  G.T. Global receives any contingent  deferred sales charges payable with
respect to redemptions of Class B shares.

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.

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

                              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  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.

                  Statement of Additional Information Page 19
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

                         INFORMATION RELATING TO SALES
                                AND REDEMPTIONS

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

PAYMENT AND TERMS OF OFFERING
Payment for Class A  or Class B 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.

LETTER OF INTENT -- CLASS A SHARES
The Letter  of  Intent ("LOI")  is  not a  binding  obligation to  purchase  the
indicated amount. During such time as Class A shares are held in escrow under an
LOI to ensure payment of applicable sales charges if the indicated amount is not
met,  all dividends  and capital gain  distributions on escrowed  shares will be
reinvested in additional Class  A shares or  paid in cash,  as specified by  the
shareholder.  If the intended  investment is not  completed within the specified
13-month period, the purchaser must remit to G.T. Global the difference  between
the  sales  charge actually  paid and  the  sales charge  which would  have been
applicable if the total  Class A purchases  had been made at  a single time.  If
this amount is not paid to G.T. Global within 20 days after written request, the
appropriate  number of escrowed shares will be redeemed and the proceeds paid to
G.T. Global.

A registered investment adviser,  trust company or  trust department seeking  to
execute  an LOI  as a single  purchaser with  respect to accounts  over which it
exercises investment discretion is required  to provide the Transfer Agent  with
information  establishing  that  such entity  has  discretionary  authority with
respect to  the  money invested  (e.g.  by providing  a  copy of  the  pertinent
investment  advisory agreement). Class A shares purchased in this manner must be
restrictively registered with  the Transfer  Agent so that  only the  investment
adviser,  trust company or trust department,  and not the beneficial owner, will
be able to place purchase, redemption and exchange orders.

AUTOMATIC INVESTMENT PLAN -- CLASS A SHARES AND CLASS B SHARES
To establish  participation in  the Funds'  Automatic Investment  Plan  ("AIP"),
investors  or their broker/dealers should specify  whether investment will be in
Class A  shares or  Class  B shares  and send  the  following documents  to  the
Transfer Agent: (1) an AIP Application; (2) a Bank Authorization Form; and (3) a
voided  personal check from the pertinent  bank account. The necessary forms are
provided at the back of the Funds' Prospectus. Providing that an investor's bank
accepts the Bank  Authorization Form, investment  amounts will be  drawn on  the
designated dates (monthly on the 25th day or beginning quarterly on the 25th day
of  the  month  the  investor  first selects)  in  order  to  purchase  full and
fractional shares of a Fund at the public offering price determined on that day.
In the event that the  25th day falls on a  Saturday, Sunday or holiday,  shares
will  be purchased on the next business  day. If an investor's check is returned
because of insufficient funds,  a stop payment order  or the account is  closed,
the  AIP may be discontinued,  and any share purchase  made upon deposit of such
check may be cancelled. Furthermore, the shareholder will be liable for any loss
incurred by a Fund by reason of such

                  Statement of Additional Information Page 20
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
cancellation. Investors should allow one month for the establishment of an  AIP.
An  AIP may  be terminated  by the  Transfer Agent  or the  Funds upon  30 days'
written notice or by the participant, at any time, without penalty, upon written
notice to the pertinent Fund or the Transfer Agent.

INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
Class A or  Class B shares  of a Fund  also may be  purchased as the  underlying
investment for an IRA meeting the requirements of Section 408(a) of the Internal
Revenue  Code of 1986, as amended  ("Code"). IRA applications are available from
brokers, or G.T. Global.

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. Class A shares may  be
exchanged  only for Class  A shares of  other G.T. Global  Mutual Funds. Class B
shares may be  exchanged only for  Class B  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  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.

SYSTEMATIC WITHDRAWAL PLAN
Shareholders owning Class A or Class B shares with a value of $10,000 or more of
any  of the Funds, may  establish a Systematic Withdrawal  Plan ("SWP"). Under a
SWP, a shareholder will receive monthly or quarterly payments, in amounts of not
less than $100 per  payment, through the automatic  redemption of the  necessary
number  of shares on the designated dates (monthly or beginning quarterly on the
25th day of the month  the investor first selects). In  the event that the  25th
day  falls on a Saturday,  Sunday or holiday, the  redemption will take place on
the prior business day. Certificates, if any, for the shares being redeemed must
be held by the  Transfer Agent. Checks  will be made  payable to the  designated
recipient  and mailed  within seven  days. If  the recipient  is other  than the
registered shareholder, the signature of each shareholder must be guaranteed  on
the  SWP  application  (see  "How  to  Redeem  Shares"  in  the  Prospectus).  A
corporation (or  partnership) must  also submit  a "Corporation  Resolution"  or
"Certification  of Partnership" indicating the  names, titles, and signatures of
the individuals authorized to act on its behalf, and the SWP application must be
signed by a duly authorized officer(s) and the corporate seal affixed.

With respect to a SWP  the maximum annual SWP withdrawal  is 12% of the  initial
account  value.  Withdrawals  in excess  of  12%  of the  initial  account value
annually may result  in assessment of  a contingent deferred  sales charge.  See
"How to Invest" in the Prospectus.

Shareholders  should be aware that systematic  withdrawals may deplete or use up
entirely the initial investment and  result in realized long-term or  short-term
capital  gains or losses. The SWP may be  terminated at any time by the Transfer
Agent or a Fund upon  30 days' written notice or  by a shareholder upon  written
notice  to  a  Fund or  its  Transfer  Agent. Applications  and  further details
regarding establishment  of  a  SWP are  provided  at  the back  of  the  Funds'
Prospectus.

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

                  Statement of Additional Information Page 21
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
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
Portfolio's assets, and to earn a proportionate share of the Portfolio's income,
for  purposes of determining 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.

                  Statement of Additional Information Page 22
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

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 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.

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

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.

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.

                  Statement of Additional Information Page 24
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

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 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.

                  Statement of Additional Information Page 25
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE 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 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.

                  Statement of Additional Information Page 26
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

        (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,  Asian  Development   Bank,  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,  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.

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

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).

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

                  Statement of Additional Information Page 28
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND
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  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.

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

                          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
satisfactory. 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 characteristics:
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 characteristics 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:

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

                  Statement of Additional Information Page 30
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE FUND

        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 31
<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 32
<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 33
<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 34
<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 35
<PAGE>
                   G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
                        G.T. GLOBAL: AMERICA VALUE 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 36
<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 37
<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 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

                                     NOTES

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

                  Statement of Additional Information Page 41
<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, 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.

   
AMESA511002MC
    


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission