G T GLOBAL GROWTH SERIES, 485BPOS, 1995-10-18

G T GLOBAL GROWTH SERIES
485BPOS, 1995-10-18

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 1995

FILE NO. 2-57526
811-2699
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
POST-EFFECTIVE AMENDMENT NO. 36
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 32

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

G.T. GLOBAL GROWTH SERIES
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

50 CALIFORNIA STREET, 27TH FLOOR,
SAN FRANCISCO, CALIFORNIA 94111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(415) 392-6181

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

<TABLE>
<S> <C>
DAVID J. THELANDER, ESQ. ARTHUR J. BROWN, ESQ.
ASSISTANT GENERAL COUNSEL DANA L. PLATT, ESQ.
G.T. CAPITAL MANAGEMENT, INC. KIRKPATRICK & LOCKHART LLP
50 CALIFORNIA STREET, 24TH FLOOR 1800 M STREET, N.W.
SAN FRANCISCO, CALIFORNIA 94111 SOUTH LOBBY -- 9TH FLOOR
(NAME AND ADDRESS OF AGENT FOR SERVICE) WASHINGTON, D.C. 20036
(202) 778-9000
</TABLE>

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE:

/X/ IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (B) OF RULE 485
/ / ON PURSUANT TO PARAGRAPH (B) OF RULE 485
/ / 60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (A)(I) OF RULE 485
/ / ON PURSUANT TO PARAGRAPH (A)(I) OF RULE 485
/ / 75 DAYS AFTER FILING PURSUANT TO PARAGRAPH (A)(II) OF RULE 485
/ / ON PURSUANT TO PARAGRAPH (A)(II) OF RULE 485

/ / THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE FOR A
PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT.

PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED,
REGISTRANT HAS ELECTED TO REGISTER AN INDEFINITE NUMBER OF ITS SHARES OF
BENEFICIAL INTEREST. A RULE 24F-2 NOTICE FOR REGISTRANT'S FISCAL YEAR ENDED
DECEMBER 31, 1994 WAS FILED ON FEBRUARY 28, 1995.

CERTAIN SERIES OF THE G.T. GLOBAL GROWTH SERIES ARE "FEEDER FUNDS" IN A
"MASTER/FEEDER" FUND ARRANGEMENT. THIS POST-EFFECTIVE AMENDMENT NO. 36 INCLUDES
A SIGNATURE PAGE FOR THE MASTER TRUST, GROWTH PORTFOLIO.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
G.T. GLOBAL GROWTH SERIES
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN FORM N-1A AND THIS AMENDMENT

PROSPECTUS

<TABLE>
<CAPTION>
ITEM NO. OF
PART A OF FORM N-1A CAPTIONS IN PROSPECTUS
- ----------------------------------- ----------------------------------------------------------------------
<S> <C>
1. Cover Page..................... Cover Page
2. Synopsis....................... Prospectus Summary
3. Condensed Financial
Information................... Inapplicable
4. General Description of
Registrant.................... Investment Objectives and Policies; Risk Factors; Management; Other
Information
5. Management of the
Fund.......................... Management
6. Capital Stock and Other
Securities.................... Alternative Purchase Plan; Dividends, Other Distributions and Federal
Income Taxation; Other Information
7. Purchase of Securities
Being Offered................. Alternative Purchase Plan; How to Invest; How to Make Exchanges;
Calculation of Net Asset Value; Management
8. Redemption or
Repurchase.................... Alternative Purchase Plan; How to Redeem Shares; Calculation of Net
Asset Value
9. Pending Legal
Proceedings................... Inapplicable
</TABLE>

PROSPECTUS -- ADVISOR CLASS

<TABLE>
<CAPTION>
ITEM NO. OF
PART A OF FORM N-1A CAPTIONS IN PROSPECTUS
- ----------------------------------- ----------------------------------------------------------------------
<S> <C>
1. Cover Page...................... Cover Page
2. Synopsis........................ Prospectus Summary
3. Condensed Financial
Information................... Inapplicable
4. General Description of
Registrant.................... Investment Objectives and Policies; Risk Factors; Management; Other
Information
5. Management of the
Fund.......................... Management
6. Capital Stock and Other
Securities.................... Dividends, Other Distributions and Federal Income Taxation; Other
Information
7. Purchase of Securities
Being Offered................. How to Invest; How to Make Exchanges; Calculation of Net Asset Value;
Management
8. Redemption or
Repurchase.................... How to Redeem Shares; Calculation of Net Asset Value
9. Pending Legal
Proceedings................... Inapplicable
</TABLE>

<PAGE>
G.T. GLOBAL GROWTH SERIES
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN FORM N-1A AND THIS AMENDMENT

STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
ITEM NO. OF
PART B OF FORM N-1A CAPTIONS IN STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------- ------------------------------------------------------------------
<S> <C>
10. Cover Page................... Cover Page
11. Table of Contents............ Table of Contents
12. General Information and
History..................... Cover Page
13. Investment Objective
and Policies................ Investment Objectives and Policies; Investment Limitations;
Options and Futures; Risk Factors
14. Management of the
Fund........................ Trustees and Executive Officers; Management
15. Control Persons and
Principal Holders of
Securities.................. Trustees and Executive Officers; Management
16. Investment Advisory and
Other Services.............. Management; Additional Information
17. Brokerage Allocation......... Execution of Portfolio Transactions
18. Capital Stock and Other
Securities.................. Additional Information
19. Purchase, Redemption
and Pricing of Securities
Being Offered............... Valuation of Shares; Information Relating to
Sales and Redemptions
20. Tax Status................... Taxes
21. Underwriters................. Management
22. Calculation of
Performance Data............ Investment Results
23. Financial Statements......... Financial Statements
</TABLE>

<PAGE>
G.T. GLOBAL GROWTH SERIES
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN FORM N-1A AND THIS AMENDMENT

STATEMENT OF ADDITIONAL INFORMATION -- ADVISOR CLASS

This post-effective amendment to the registration statement of G.T. Global
Growth Series contains the following documents:*

<TABLE>
<S> <C> <C>
Facing Sheet
Contents
Cross-Reference Sheet
Part A -- Prospectuses
-- G.T. Global: America Small Cap Growth Fund and G.T. Global: America
Value Fund -- Class A and Class B
-- G.T. Global: America Small Cap Growth Fund and G.T. Global: America
Value Fund -- Advisor Class
Part B -- Statements of Additional Information
-- G.T. Global: America Small Cap Growth Fund and G.T. Global: America
Value Fund -- Class A and Class B
-- G.T. Global: America Small Cap Growth Fund and G.T. Global: America
Value Fund -- Advisor Class
Part C -- Other Information
Signature Page
Exhibits
<FN>
- ------------------------
* The currently effective prospectuses and statements of additional
information for each of the following series of the Registrant are not
affected by this Amendment: 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: Japan Growth Fund and G.T.
Global: America Growth Fund.
</TABLE>

<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 .725% on the first $500 million, .70% on
the next $500 million, .675% on the next $500 million, and .65% 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.................................. 0.98% 0.98% 0.98% 0.98%
12b-1 distribution and service fees............................................ 0.35% 1.00% 0.35% 1.00%
Other expenses (estimated)..................................................... 0.67% 0.67% 0.67% 0.67%
--------- --------- --------- ---------
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>

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

ALTERNATIVE PURCHASE PLAN

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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.

Prospectus Page 10
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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.

Prospectus Page 11
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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
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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
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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 Portfolio's 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
Portfolio's 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.

Prospectus Page 14
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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
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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 equalling 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.

(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.

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 Portfolio's and the Fund's operations. For these services, each
Fund pays G.T. Capital administration fees at the annualized rate of 0.25% of
such Fund's average daily net assets. In addition, each such Fund bears its pro
rata portion of the investment management and administration fees paid by its
corresponding Portfolio to G.T. Capital. The Portfolios each pay such fees,
based on the average daily net assets of such Portfolio, directly to G.T.
Capital at the annualized rate of .725% on the first $500 million, .70% on the
next $500 million, .675% on the next $500 million and .65% 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

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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 includes
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
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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 its 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
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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 reflects past performance and is 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
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G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
G.T. GLOBAL: AMERICA VALUE FUND

NOTES

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

NOTES

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Prospectus Page 35
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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 GROWTH FUND
Concentrates on small and medium-sized companies in the U.S.

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

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

PROSPECTUS -- OCTOBER 18, 1995

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

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

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

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