G T GLOBAL GROWTH SERIES, 485APOS, 1995-08-04

G T GLOBAL GROWTH SERIES
485APOS, 1995-08-04

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 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. 35
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 31

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

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:

/ / 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
/X/ 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. 35 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; 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; 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 Funds -- Class A and Class B
-- G.T. Global: America Funds -- Advisor Class
Part B -- Statements of Additional Information
-- G.T. Global: America Funds -- Class A and Class B
-- G.T. Global: America Funds -- 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 -- , 1995

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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"
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 , 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........................................................ 10
How To Invest............................................................................. 16
How to Make Exchanges..................................................................... 22
How to Redeem Shares...................................................................... 24
Shareholder Account Manual................................................................ 26
Calculation of Net Asset Value............................................................ 27
Dividends, Other Distributions and Federal Income Taxation................................ 27
Management................................................................................ 29
Other Information......................................................................... 32
</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 $ 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, Toronto, Tokyo, Hong Kong, Singapore and Sydney. As of
, 1995, total assets under G.T. Group management exceeded $20 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."

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.................................. 0.73% 0.73% 0.73% 0.73%
12b-1 distribution and service fees............................................ 0.35% 1.00% 0.35% 1.00%
Other expenses (estimated)..................................................... 0.92% 0.92% 0.92% 0.92%
--------- --------- --------- ---------
Total Fund Operating Expenses.................................................. 2.00% 2.65% 2.00% 2.65%
--------- --------- --------- ---------
--------- --------- --------- ---------
<FN>
- ------------------
Sales charge waivers are available for Class A and Class B shares, and
reduced sales charge purchase plans are available for Class A shares. The
maximum 5% contingent deferred sales charge on Class B shares applies to
redemptions during the first year after purchase; the charge generally
declines by 1% annually thereafter, reaching zero after six years. See "How
to Invest."
</TABLE>

Prospectus Page 7
<PAGE>

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

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

HYPOTHETICAL EXAMPLE OF EFFECT OF EXPENSES*:

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
---------- ----------
<S> <C> <C>
G.T. Global: America Small Cap Growth Fund
Class A shares (1).............................................................................. $67 $108
Class B shares
Assuming a complete redemption at end of period (2)........................................... $77 $114
Assuming no redemption........................................................................ $27 $84
G.T. Global: America Value Fund
Class A shares (1).............................................................................. $67 $108
Class B shares
Assuming a complete redemption at end of period (2)........................................... $77 $114
Assuming no redemption........................................................................ $27 $84
<FN>
- ------------------
(1) Assumes payment of maximum sales charge by the investor.
(2) Assumes deduction of maximum applicable contingent deferred sales charge.
+ The Funds are authorized to offer Advisor Class shares to certain
categories of investors. See "Alternative Purchase Plan." Advisor Class
shares are not subject to a distribution or service fee. "Total Fund
Operating Expenses" for Advisor Class shares are estimated to approximate
1.65% for the Small Cap Fund and 1.65% for the Value Fund.
* THESE TABLES ARE INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE VARIOUS
COSTS AND EXPENSES ASSOCIATED WITH INVESTING IN THE FUNDS. G.T. Capital and
G.T. Global have undertaken to limit each Fund's expenses to the annualized
rate of 2.00% and 2.65% of the average daily net assets of the Fund's Class
A and Class B shares, respectively. Long-term shareholders may pay more
than the economic equivalent of the maximum front-end sales charges
permitted by the National Association of Securities Dealers, Inc. ("NASD")
rules regarding investment companies. "Other expenses" are based on
estimated amounts for the first fiscal year of operations of each Fund and
its corresponding Portfolio. "Other expenses" include custody, transfer
agent, legal, audit and other expenses. "Other expenses" may be reduced to
the extent that (i) certain broker/dealers executing the Portfolios'
portfolio transactions pay all or a portion of the Funds' transfer agency
expenses or the Funds' custodian fees, or (ii) fees received in connection
with the lending of portfolio securities are used to reduce custodian fees.
These arrangements are not anticipated to materially increase the brokerage
commissions paid by the Portfolios. See "Management" herein and in the
Statement of Additional Information for more information. THE "HYPOTHETICAL
EXAMPLE" SET FORTH ABOVE IS NOT A REPRESENTATION OF FUTURE EXPENSES; EACH
FUND'S AND PORTFOLIO'S ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE
SHOWN. The above tables and the assumption in the example of a 5% annual
return are required by regulation of the Securities and Exchange Commission
applicable to all mutual funds; the 5% annual return is not a prediction of
and does not represent the Funds' projected or actual performance.
The Annual Fund Operating Expenses for each Fund and its corresponding
Portfolio are annualized projections based upon current administration fees
for that Fund and the management and administration fees for its
corresponding Portfolio and estimated amounts for Other expenses. The Board
of Trustees of the Company believes that the aggregate per share expenses
of each Fund and its corresponding Portfolio will be approximately equal to
the expenses such Fund would incur if its assets were invested directly in
the type of securities being held by its corresponding Portfolio. If
investors other than such Fund invest in its corresponding Portfolio, that
Fund could achieve economies of scale which could reduce expenses.
</TABLE>

Prospectus Page 8
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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

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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.

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INVESTMENT OBJECTIVES
AND POLICIES

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

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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 Ratings
Group ("S&P"), or, if unrated, deemed by G.T. Global to be of equivalent
quality. Moody's considers securities rated in the lowest category of investment
grade, i.e., securities rated Baa, to have speculative characteristics. See the
Statement of Additional Information for a full description of Moody's and S&P
ratings.

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

Each Portfolio retains the flexibility to respond promptly to changes in market
and economic conditions. Accordingly, in the interest of preserving
shareholders' capital and consistent with each Portfolio's investment objective,
G.T. Capital may employ a temporary defensive investment strategy if it
determines such a strategy to be warranted due to market, economic or political
conditions. Under a defensive strategy, each Portfolio may hold cash and/or
invest any portion or all of its assets in debt securities or high quality money
market instruments issued by corporations or the U.S. government. To the extent
a Portfolio adopts a temporary defensive position, it will not be invested so as
to achieve directly its investment objective. In addition, pending investment of
proceeds from new sales of Fund shares or to meet its ordinary daily cash needs,
each Portfolio may hold cash and may invest in high quality domestic money
market instruments. Money market instruments in which the Portfolios may invest
include, but are not limited to, the following: U.S. government securities, high
grade commercial paper, bank

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

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.

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. 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 its portfolio positions.

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

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

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, currency 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 continue to qualify for the beneficial tax treatment
afforded regulated investment companies under the Code. See "Dividends, Other
Distributions and Federal Income Taxation" herein and "Taxes" in the Statement
of Additional Information. If G.T. Capital incorrectly forecasts securities
market movements or interest rates in utilizing a strategy for a Portfolio, the
Portfolio would be in a better position if it had not hedged at all.

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

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G.T. GLOBAL: AMERICA VALUE FUND

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 and the percentage of that Portfolio's
assets that may be committed to borrowing, are fundamental policies and may not
be changed without shareholder approval. See "Investment Limitations" in the
Statement of Additional Information.

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

The approval of the Small Cap Fund and Value Fund and of other investors in
their corresponding Portfolio, if any, is not required to change the investment
objective, policies or limitations of that Portfolio, unless otherwise
specified. Written notice shall be provided to shareholders of such Fund thirty
days prior to any changes in its corresponding Portfolio's investment objective.
If the objective of that Portfolio changes and the shareholders of the
corresponding Fund do not approve a parallel change in such Fund's investment
objective, that Fund would seek an alternative investment vehicle or directly
retain its own investment adviser.

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

In addition to selling its interest to its corresponding Fund, the Small Cap
Portfolio and Value Portfolio may each sell its interests to other
non-affiliated investment companies and/or other institutional investors. All
institutional investors in a Portfolio will pay a proportionate share of that
Portfolio's expenses and will invest in that Portfolio on the same terms and
conditions. However, if another investment company invests all of its assets in
a Portfolio, it would not be required to sell its shares at the same public
offering price as the Portfolio's corresponding Fund and may charge different
sales commissions. Therefore, investors in the Small Cap Fund and Value Fund may
experience different returns from investors in another investment company which
invests exclusively in its corresponding Portfolio. As of the date of this
Prospectus, 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

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G.T. GLOBAL: AMERICA VALUE FUND

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 , 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.

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HOW TO INVEST

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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
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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

Prospectus Page 22
<PAGE>

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

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 23
<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 24
<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 25
<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 26
<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 27
<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 28
<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. G.T. Capital also serves as each Fund's and each Portfolio's
accounting agent. For these services, each Fund and each Portfolio pays G.T.
Capital fees at the annualized rate of ___% of such Fund's or Portfolio's
average daily net assets.

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

Prospectus Page 29
<PAGE>

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

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 , 1995, aggregate assets under G.T. Group management
exceeded $ billion.

In addition to the San Francisco office, the G.T. Group maintains fully staffed
investment offices in London, Hong Kong, Tokyo, Toronto, 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 which 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 Harrengasse
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 its inception Portfolio Manager for G.T. Capital
San Francisco since 1991. Prior thereto Mr. Wenck
was a Portfolio Manager for Matuschka
& Co. (Greenwich, CT).
Richard M. Parower Investment analyst since its inception Investment Analyst for G.T. Capital
San Francisco since 1993. From 1991 to 1993, Mr.
Parower was a student at Columbia
University Graduate School of
Business (where he received a Masters
of Business Administration). In 1991,
he was an Analyst for Cowen Asset
Management (New York). Prior thereto,
Mr. Parower was an Analyst at
Matuschka & Co. (Greenwich, CT).
Jeanne M. Kraus Research analyst since its inception Analyst for G.T. Capital since 1991.
San Francisco From 1989 to 1991, Ms. Kraus was an
Assistant at Massachusetts Financial
Services.
</TABLE>

Prospectus Page 30
<PAGE>

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

VALUE PORTFOLIO

In addition, in managing the Portfolios these individuals utilize the research
and related work of other members of G.T. Capital's investment staff.

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

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

Prospectus Page 31
<PAGE>

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

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

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

OTHER INFORMATION

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

CONFIRMATIONS AND REPORTS TO SHAREHOLDERS. Each time a transaction is made that
affects a shareholder's account in a Fund, such as an additional investment,
redemption or the payment of a dividend or other distribution, the shareholder
will receive from the Transfer Agent a confirmation statement reflecting the
transaction. Confirmations for transactions effected pursuant to a Fund's
Automatic Investment Plan, Systematic Withdrawal Plan, and automatic dividend
reinvestment program may be provided quarterly. Shortly after the end of the
Funds' fiscal year on December 31 and fiscal half-year on June 30 of each year,
shareholders will receive an annual and semiannual report, respectively. 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.

Prospectus Page 32
<PAGE>

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

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 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.

Prospectus Page 33
<PAGE>

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

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

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

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

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

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

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

Each Fund's performance data 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,

Prospectus Page 34
<PAGE>

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

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 35
<PAGE>

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

NOTES

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

Prospectus Page 36
<PAGE>

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

NOTES

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

Prospectus Page 37
<PAGE>

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

[LOGO]
G.T. GLOBAL GROUP OF FUNDS

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

GROWTH FUNDS

/ / GLOBALLY DIVERSIFIED FUNDS

G.T. GLOBAL: WORLDWIDE GROWTH FUND

Invests around the world, including the U.S.

G.T. GLOBAL: INTERNATIONAL GROWTH FUND

Provides portfolio diversity by investing outside
the U.S.

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

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

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

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

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

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

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

/ / REGIONALLY DIVERSIFIED FUNDS

G.T. GLOBAL: NEW PACIFIC GROWTH FUND

Offers access to the emerging and established markets of the Pacific Rim,
excluding Japan

G.T. GLOBAL: EUROPE GROWTH FUND

Focuses on investment opportunities in the new, unified Europe

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

/ / SINGLE COUNTRY FUNDS

G.T. GLOBAL: AMERICA 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 -- , 1995

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

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"
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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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, Toronto, Tokyo, Hong Kong, Singapore and Sydney. As of March
31, 1995, total assets under G.T. Group management exceeded $20 billion. The
companies comprising the G.T. Group are indirect subsidiaries of the Prince of
Liechtenstein Foundation. See "Management."

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 appear 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

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

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

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

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

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

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

HYPOTHETICAL EXAMPLE OF EFFECT OF EXPENSES*:

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
---------- ----------
<S> <C> <C>
G.T. Global: America Small Cap Growth Fund
Advisor Class shares (1)........................................................................ $16 $52
G.T. Global: America Value Fund
Advisor Class shares (1)........................................................................ $16 $52
<FN>
- ------------------
+ Because Advisor Class shares have not previously been offered, expenses are
estimates and do not reflect actual Advisor Class expenses. G.T. Capital
and G.T. Global have undertaken to limit each Fund's expenses (exlusive of
brokerage commissions, taxes, interests and extraordinary expenses) to the
annual rate of 1.65% of the average daily net assets of the Advisor Class.
Exchange fee waivers are available for Advisor Class shares.
* THESE TABLES ARE INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE VARIOUS
COSTS AND EXPENSES ASSOCIATED WITH INVESTING IN THE FUNDS. Long-term
shareholders may pay more than the economic equivalent of the maximum
front-end sales charges permitted by the National Association of Securities
Dealers, Inc. ("NASD") rules regarding investment companies. "Other
expenses" are based on estimated amounts for the first fiscal year of
operations of each Fund and its corresponding Portfolio. "Other expenses"
include custody, transfer agent, legal, audit and other expenses. "Other
expenses" may be reduced to the extent that (i) certain broker/dealers
executing the Portfolios' portfolio transactions pay all or a portion of
the Funds' transfer agency expenses or the Funds' custodian fees, or (ii)
fees received in connection with the lending of portfolio securities are
used to reduce custodian fees. These arrangements are not anticipated to
materially increase the brokerage commissions paid by the Portfolios. See
"Management" herein and in the Statement of Additional Information for more
information. THE "HYPOTHETICAL EXAMPLE" SET FORTH ABOVE IS NOT A
REPRESENTATION OF FUTURE EXPENSES; EACH FUND'S AND PORTFOLIO'S ACTUAL
EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN. The above tables and the
assumption in the example of a 5% annual return are required by regulation
of the Securities and Exchange Commission applicable to all mutual funds;
the 5% annual return is not a prediction of and does not represent the
Funds' projected or actual performance.
The Annual Fund Operating Expenses for each Fund and its corresponding
Portfolio are annualized projections based upon current administration fees
for that Fund and the management and administration fees for its
corresponding Portfolio and estimated amounts for Other expenses. The Board
of Trustees of the Company believes that the aggregate per share expenses
of each Fund and its corresponding Portfolio will be approximately equal to
the expenses such Fund would incur if its assets were invested directly in
the type of securities being held by its corresponding Portfolio. If
investors other than such Fund invest in its corresponding Portfolio, that
Fund could achieve economies of scale which could reduce expenses.
</TABLE>

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

INVESTMENT OBJECTIVES
AND POLICIES

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

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

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

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.

Prospectus Page 7
<PAGE>
G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
G.T. GLOBAL: AMERICA VALUE FUND
four highest ratings categories by Moody's Investors Service, Inc. ("Moody's")
or by Standard & Poor's Ratings Group ("S&P"), or, if unrated, deemed by G.T.
Global 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.

Prospectus Page 8
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G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
G.T. GLOBAL: AMERICA VALUE FUND

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

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, currency 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
securities and indices that are traded on recognized securities exchanges and
over-the-counter ("OTC") markets.

Prospectus Page 9
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G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
G.T. GLOBAL: AMERICA VALUE FUND

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 continue 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.

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.

Prospectus Page 10
<PAGE>
G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
G.T. GLOBAL: AMERICA VALUE FUND
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 11
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G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
G.T. GLOBAL: AMERICA VALUE FUND

HOW TO INVEST

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

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

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

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

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

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

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

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

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

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

HOW TO MAKE EXCHANGES

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

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

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

-- G.T. GLOBAL: WORLDWIDE GROWTH FUND

-- G.T. GLOBAL: INTERNATIONAL GROWTH FUND

-- G.T. GLOBAL: NEW PACIFIC GROWTH FUND

-- G.T. GLOBAL: EUROPE GROWTH FUND

-- G.T. GLOBAL: AMERICA GROWTH FUND

-- G.T. GLOBAL: JAPAN GROWTH FUND

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

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

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

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

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

HOW TO REDEEM SHARES

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

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

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

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

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

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

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

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

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

SHAREHOLDER ACCOUNT MANUAL

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

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

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

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

REDEMPTIONS BY TELEPHONE

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

REDEMPTIONS BY MAIL

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

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

OVERNIGHT MAIL

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

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

ADDITIONAL QUESTIONS

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

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

CALCULATION OF NET ASSET VALUE

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

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.

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

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

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

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

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

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

/ / to receive dividends and other distributions in cash.

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

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

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

MANAGEMENT

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

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.

Prospectus Page 20
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G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
G.T. GLOBAL: AMERICA VALUE FUND

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 its inception Portfolio Manager for G.T. Capital
San Francisco since 1991. Prior thereto Mr. Wenck
was a Portfolio Manager for Matuschka
Co. (Greenwich, CT)
Richard M. Parower Investment analyst since its inception Investment Analyst for G.T. Capital
San Francisco since 1993. From 1991 to 1993, Mr.
Parower was a student at Columbia
University Graduate School of
Business (where he received a Masters
of Business Administration). In 1991,
he was an Analyst for Cowen Asset
Management (New York). Prior thereto,
Mr. Parower was an Analyst at
Matuschka & Co. (Greenwich, CT).
Jeanne M. Kraus Research analyst since its inception Analyst for G.T. Capital since 1991.
San Francisco From 1989 to 1991, Ms. Kraus was an
Assistant at Massachusetts Financial
Services.
</TABLE>

VALUE PORTFOLIO

In addition, in managing the Portfolios these individuals utilize the research
and related work of other members of G.T. Capital's investment staff.

Prospectus Page 21
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G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
G.T. GLOBAL: AMERICA VALUE FUND
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 the Portfolios will bear directly,
and may result in the realization of net capital gains which are taxable when
distributed to each Fund's shareholders.

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

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

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

OTHER INFORMATION

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

CONFIRMATIONS AND REPORTS TO SHAREHOLDERS. Each time a transaction is made that
affects a shareholder's account in a Fund, such as an additional investment,
redemption or the payment of a dividend or other distribution, the shareholder
will receive from the Transfer Agent a confirmation statement reflecting the
transaction. Confirmations for transactions effected pursuant to a Fund's
automatic dividend reinvestment program may be provided quarterly. Shortly after
the end of the Funds' fiscal year on December 31 and fiscal half-year on June 30
of each year, shareholders will receive an annual and semiannual report,
respectively. 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.

Prospectus Page 22
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G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
G.T. GLOBAL: AMERICA VALUE FUND
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.

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

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

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

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

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

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

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

NOTES

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

NOTES

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

NOTES

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

[LOGO]
G.T. GLOBAL GROUP OF FUNDS

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

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

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

Statement of Additional Information

, 1995

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

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

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

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TABLE OF CONTENTS

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<TABLE>
<CAPTION>
PAGE NO.
-----------

<S> <C>
Investment Objectives and Policies..................................................................................... 2
Options and Futures.................................................................................................... 4
Risk Factors........................................................................................................... 11
Investment Limitations................................................................................................. 12
Execution of Portfolio Transactions.................................................................................... 14
Trustees and Executive Officers........................................................................................ 15
Management............................................................................................................. 17
Valuation of Shares.................................................................................................... 19
Information Relating to Sales and Redemptions.......................................................................... 20
Taxes.................................................................................................................. 22
Additional Information................................................................................................. 24
Investment Results..................................................................................................... 25
Description of Debt Ratings............................................................................................ 30
Financial Statements................................................................................................... 32
</TABLE>

Statement of Additional Information Page 1
<PAGE>

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

INVESTMENT OBJECTIVES
AND POLICIES

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

SELECTION OF INVESTMENTS

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

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

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

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

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

Statement of Additional Information Page 2
<PAGE>

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

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

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

REPURCHASE AGREEMENTS

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

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

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

Statement of Additional Information Page 3
<PAGE>

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

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

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

OPTIONS AND FUTURES

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

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

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

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

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

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

Statement of Additional Information Page 4
<PAGE>

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

WRITING CALL OPTIONS

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

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

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

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

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

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

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

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

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

WRITING PUT OPTIONS

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

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

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

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

PURCHASING PUT OPTIONS

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

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

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

PURCHASING CALL OPTIONS

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

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

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

Statement of Additional Information Page 6
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it is exercised). This strategy could allow the Portfolio to avoid selling the
portfolio security at a time when it has an unrealized loss; however, the
Portfolio would have to pay a premium to purchase the call option plus
transaction costs.

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

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

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

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

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

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

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

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

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

INTEREST RATE AND STOCK INDEX FUTURES CONTRACTS

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

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

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

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

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

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

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and the price paid for the offsetting purchase, after allowance for transaction
costs, represents the profit or loss to the Portfolio.

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

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

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

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

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

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

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

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

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

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distortions. In addition, activities of large traders in both the Futures and
securities markets involving arbitrage, "program trading" and other investment
strategies might result in temporary price distortions.

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

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

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

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

LIMITATION ON USE OF FUTURES AND OPTIONS ON FUTURES

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

COVER

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

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

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RISK FACTORS

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

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

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

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

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INVESTMENT LIMITATIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

(10) Purchase or retain the securities of an issuer if, to the
Portfolio's knowledge, one or more of the Trustees or officers of the
Portfolio or the Portfolio's investment adviser or distributor individually
own beneficially more than 1/2 of 1% of the securities of such issuer and
together own beneficially more than 5% of such securities;

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

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

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

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

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

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

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

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

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

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

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

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EXECUTION OF PORTFOLIO TRANSACTIONS

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

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

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

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

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

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

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

Statement of Additional Information Page 14
<PAGE>

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

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

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

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

TRUSTEES AND EXECUTIVE OFFICERS

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

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

C. Derek Anderson, 53 Chairman, Anderson Capital Management, Inc. from 1988 to present; Chairman, Plantagenet
Trustee Holdings, Ltd. from 1991 to present; Director, Munsingwear, Inc.; Director, American
220 Sansome Street Heritage Group Inc.; Director, T.C. Higgins Inc. and various other companies. Mr. Anderson
Suite 400 also is a director or trustee of each of the other investment companies registered under
San Francisco, CA 94104 the 1940 Act that is managed or administered by G.T. Capital.

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

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

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

Statement of Additional Information Page 15
<PAGE>

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

<TABLE>
<CAPTION>
Name, Position(s) with the Principal Occupations and Business
Company and Address Experience for Past 5 Years
- --------------------------------------- ------------------------------------------------------------------------------------------
F. Christian Wignall, 39 Senior Vice President, Chief Investment Officer -- Global Equities and a Director of G.T.
Vice President and Chief Investment Capital since 1987, and Chairman of the Investment Policy Committee of the affiliated
Officer -- international G.T. companies since 1990.
Global Equities
50 California Street
San Francisco, CA 94111
<S> <C>

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

Helge K. Lee, 48 Senior Vice President, General Counsel and Secretary of G.T. Capital, G.T. Global and G.T.
Vice President and Secretary Services since May, 1994. Mr. Lee was the Senior Vice President, General Counsel and
50 California Street Secretary of Strong/Corneliuson Management, Inc. and Secretary of each of the Strong Funds
San Francisco, CA 94111 from October, 1991 through May, 1994. For more than five years prior to October, 1991, he
was a shareholder in the law firm of Godfrey & Kahn, S.C., Milwaukee, Wisconsin.

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

David J. Thelander, 39 Assistant General Counsel of G.T. Capital since January 1995. From 1993 to 1994, Mr.
Assistant Secretary Thelander was an associate at Kirkpatrick & Lockhart LLP (a law firm). Prior thereto, he
50 California Street was an attorney with the U.S. Securities and Exchange Commission.
San Francisco, CA 94111

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

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

Statement of Additional Information Page 16
<PAGE>

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

Company paid Mr. Anderson, Mr. Bayley, Mr. Patterson and Ms. Quigley Trustee's
fees and expense reimbursements of $22,801, $23,518, $19,104 and $19,941,
respectively. For the year ended December 31, 1994, Mr. Anderson, Mr. Bayley,
Mr. Patterson and Ms. Quigley, who are not directors, officers or employees of
G.T. Capital or any affiliated company, received total compensation of
$86,260.80, $91,278.72, $74,492.00 and $78,665.19, respectively, from the 38
G.T. Funds for which he or she served as a Director or Trustee. Fees and
expenses disbursed to the Trustees contained no accrued or payable pension or
retirement benefits. As of the date of this Statement of Additional Information,
the officers and Trustees and their families as a group owned in the aggregate
beneficially or of record less than 1% of the outstanding shares of any Fund or
of all the Company's Funds, except in Worldwide Growth Fund, in the aggregate.

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

MANAGEMENT

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

INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES RELATING TO THE FUNDS AND THE
PORTFOLIOS
G.T. Capital serves as each Portfolio's investment manager and administrator
under an Investment Management and Administration Contract ("Portfolio
Management Contract") between each Portfolio and G.T. Capital. G.T. Capital
serves as administrator to each Fund under an administration contract between
the Company and G.T. Capital ("Administration Contract"). The Administration
Contract will not be deemed an advisory contract, as defined under the 1940 Act.
As investment manager and administrator, G.T. Capital makes all investment
decisions for each Portfolio and, as administrator, administers each Portfolio's
and Fund's affairs. Among other things, G.T. Capital furnishes the services and
pays the compensation and travel expenses of persons who perform the executive,
administrative, clerical and bookkeeping functions of the Portfolio and the
Funds, and provides suitable office space, and necessary small office equipment
and utilities. For these services, each Fund will pay administration fees to
G.T. Capital at the annualized rate of 0.25% of the Fund's average daily net
assets. In addition, each Fund bears a pro rata portion of the investment
management and administration fee paid by its corresponding Portfolio to G.T.
Capital. Each Portfolio pays such fees based on its average daily net assets,
computed daily and paid monthly, at the annualized rate of 0.725% on the first
$500 million, .70% on the next $500 million, .675% on the next $500 million, and
.65% on all amounts thereafter.

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

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

Statement of Additional Information Page 17
<PAGE>

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

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

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

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

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

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

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

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

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

Statement of Additional Information Page 18
<PAGE>

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

VALUATION OF SHARES

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

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

Each Portfolios securities and other assets are valued as follows:

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

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

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

Securities and other assets for which market quotations are not readily
available are valued at fair value as determined in good faith by or under the
direction of the Portfolios' Board of Trustees. The valuation procedures applied
in any specific instance are likely to vary from case to case. However,
consideration generally is given to the financial position of the issuer and
other fundamental analytical data relating to the investment and to the nature
of the restrictions on disposition of the securities (including any registration
expenses that might be borne by a Portfolio in connection with such
disposition). In addition, other factors, such as the cost of the investment,
the market value of any unrestricted securities of the same class (both at the
time of purchase and at the time of valuation), the size of the holding, the
prices of any recent transactions or offers with respect to such securities and
any available analysts' reports regarding the issuer, generally are considered.

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

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

Statement of Additional Information Page 19
<PAGE>

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

INFORMATION RELATING TO SALES
AND REDEMPTIONS

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

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

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

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

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

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

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

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

Statement of Additional Information Page 20
<PAGE>

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

cancellation. Investors should allow one month for the establishment of an AIP.
An AIP may be terminated by the Transfer Agent or the Funds upon 30 days'
written notice or by the participant, at any time, without penalty, upon written
notice to the pertinent Fund or the Transfer Agent.

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

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

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

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

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

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

Statement of Additional Information Page 21
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G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
G.T. GLOBAL: AMERICA VALUE FUND

SEC, which will prohibit the Funds from disposing of portfolio securities owned
by them or in fairly determining the value of their assets; or (3) as the SEC
may otherwise permit.

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

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TAXES

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TAXATION OF THE FUNDS

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

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

TAXATION OF THE PORTFOLIOS

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

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

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

will be recognized to the extent any cash that is distributed exceeds the Fund's
basis for its interest in its corresponding Portfolio before the distribution,
(2) income or gain will be recognized if the distribution is in liquidation of
the Fund's entire interest in its corresponding Portfolio and includes a
disproportionate share of any unrealized receivables held by the Portfolio, and
(3) loss will be recognized if a liquidation distribution consists solely of
cash and/or unrealized receivables. Each Fund's basis for its interest in its
corresponding Portfolio generally will equal the amount of cash and the basis of
any property the Fund invests in the Portfolio, increased by the Fund's share of
the Portfolio's net income and gains and decreased by (a) the amount of cash and
the basis of any property the Portfolio distributes to the Fund and (b) the
Fund's share of the Portfolio's losses.

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

OPTIONS AND FUTURES

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

If a Portfolio satisfies certain requirements, any increase in value of a
position that is part of a "designated hedge" will be offset by any decrease in
value (whether realized or not) of the offsetting hedging position during the
period of the hedge for purposes of determining whether the Portfolio (or its
corresponding Fund) satisfies the Short-Short Limitation. Thus, only the net
gain (if any) from the designated hedge will be included in gross income for
purposes of that limitation. Each Portfolio intends that, when it engages in
hedging transactions, it will qualify for this treatment, but at the present
time it is not clear whether this treatment will be available for all those
transactions. To the extent this treatment is not available, a Portfolio may be
forced to defer the closing out of certain options and Futures, beyond the time
when it otherwise would be advantageous to do so, in order for the Portfolio (or
its corresponding Fund) to qualify or continue to qualify as a RIC.

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

TAXATION OF THE FUNDS' SHAREHOLDERS

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

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

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

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

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

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

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ADDITIONAL INFORMATION

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

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

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

The audited financial statements of the Company will be filed by amendment.

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

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

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

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INVESTMENT RESULTS

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

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

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

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

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

IMPORTANT POINTS TO NOTE ABOUT THE FOLLOWING WORLD FINANCIAL AND ECONOMIC DATA

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

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

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

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

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

(3) Data and mutual fund rankings published or prepared by Lipper
Analytical Data Services, Inc. ("Lipper"), CDA/Wiesenberger Investment
Company Services ("CDA/Wiesenberger"), Morningstar, Inc. and/or other
companies that rank and/or compare mutual funds by overall performance,
investment objectives, assets, expense levels, periods of existence and/or
other factors. In this regard each Fund may be compared to the Fund's "peer
group" as defined by Lipper, CDA/Wiesenberger, Morningstar and/or other
firms, as applicable, or to specific funds or groups of funds within or
without such peer group. Lipper generally ranks funds on the basis of total
return, assuming reinvestment of distributions, but does not take sales
charges or redemption fees into consideration, and is prepared without
regard to tax consequences. In addition to the mutual fund rankings, the
Fund's performance may be compared to mutual fund performance indices
prepared by Lipper. Morningstar is a mutual fund rating service that also
rates mutual funds on the basis of risk-adjusted performance. Morningstar
ratings are calculated from a fund's three, five and ten year average annual
returns with appropriate fee adjustments and a risk factor that reflects
fund performance relative to the three-month U.S. Treasury bill monthly
returns. Ten percent of the funds in an investment category receive five
stars and 22.5% receive four stars. The ratings are subject to change each
month.

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

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

(6) Dow Jones Industrial Average.

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

(7) CNBC/Financial News Composite Index.

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

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

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

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

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

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

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

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

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

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

Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical returns
of the capital markets in the United States, including common stocks, small
capitalization stocks, long-term corporate bonds, intermediate-term government
bonds, long-term government bonds, Treasury bills, the U.S. rate of inflation
(based on the CPI), and combinations of various capital markets. The performance
of these capital markets are based on the returns of different indices.

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

Statement of Additional Information Page 27
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Each Fund may quote various measures of volatility and benchmark correlation
such as beta, standard deviation and R(2) in advertising. In addition, each Fund
may compare these measures to those of other funds. Measures of volatility seek
to compare each Fund's historical share price fluctuations or total returns
compared to those of a benchmark. All measures of volatility and correlation are
calculated using averages of historical data.

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

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

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

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

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

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

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

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

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

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

deems reliable including but not limited to the economic and financial data of
the referenced financial organizations such as:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

THE G.T. ADVANTAGE
G.T. Capital has developed a unique team approach to its global money management
which we call the G.T. Advantage. G.T Capital's money management style combines
the best of the "top-down" and "bottom-up" investment manager strategies. The
top-down approach is implemented by G.T. Capital's Investment Policy Committee,
which sets broad guidelines for asset allocation and currency management, based
on G.T. Capital's own macroeconomic forecasts and research from our worldwide
offices. The bottom-up approach utilizes regional teams of individual portfolio
managers to implement the committee's guidelines by selecting local securities
that offer strong growth and income potential.

Statement of Additional Information Page 29
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G.T. GLOBAL: AMERICA VALUE FUND

DESCRIPTION OF DEBT RATINGS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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G.T. GLOBAL: AMERICA VALUE FUND

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

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

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

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

Statement of Additional Information Page 31
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G.T. GLOBAL: AMERICA VALUE FUND

FINANCIAL STATEMENTS

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

The audited financial statements of each Fund at , 1995 will be filed
by amendment.

Statement of Additional Information Page 32
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G.T. GLOBAL: AMERICA VALUE FUND

NOTES

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G.T. GLOBAL: AMERICA VALUE FUND

NOTES

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Statement of Additional Information Page 34
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G.T. GLOBAL: AMERICA VALUE FUND

NOTES

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Statement of Additional Information Page 35
<PAGE>

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

[LOGO]
G.T. GLOBAL GROUP OF FUNDS

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

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 STATEMENT OF
ADDITIONAL INFORMATION, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY G.T. GLOBAL GROWTH
SERIES, GROWTH PORTFOLIO, G.T. CAPITAL MANAGEMENT, INC. OR G.T. GLOBAL
FINANCIAL SERVICES, INC. THIS STATEMENT OF ADDITIONAL INFORMATION DOES NOT
CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF ANY OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
<PAGE>
[LOGO]

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

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

Statement of Additional Information
, 1995

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

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

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

TABLE OF CONTENTS

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

<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Investment Objectives and Policies....................................................................................... 2
Options and Futures...................................................................................................... 4
Risk Factors............................................................................................................. 11
Investment Limitations................................................................................................... 12
Execution of Portfolio Transactions...................................................................................... 14
Trustees and Executive Officers.......................................................................................... 16
Management............................................................................................................... 18
Valuation of Shares...................................................................................................... 19
Information Relating to Sales and Redemptions............................................................................ 20
Taxes.................................................................................................................... 21
Additional Information................................................................................................... 23
Investment Results....................................................................................................... 24
Description of Debt Ratings.............................................................................................. 29
Financial Statements..................................................................................................... 30
</TABLE>

Statement of Additional Information Page 1
<PAGE>

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

INVESTMENT OBJECTIVES
AND POLICIES

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

SELECTION OF INVESTMENTS

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

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

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

REPURCHASE AGREEMENTS

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

such income and gains fail to exceed such costs, a Portfolio's earnings or net
asset value would decline faster than would otherwise be the case.

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

OPTIONS AND FUTURES

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Statement of Additional Information Page 4
<PAGE>

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

WRITING CALL OPTIONS

WRITING PUT OPTIONS

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

PURCHASING PUT OPTIONS

PURCHASING CALL OPTIONS

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

Statement of Additional Information Page 6
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G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
G.T. GLOBAL: AMERICA VALUE FUND

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

Statement of Additional Information Page 7
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G.T. GLOBAL: AMERICA SMALL CAP GROWTH FUND
G.T. GLOBAL: AMERICA VALUE FUND

INTEREST RATE AND STOCK INDEX FUTURES CONTRACTS

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

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

Statement of Additional Information Page 8
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G.T. GLOBAL: AMERICA VALUE FUND

Statement of Additional Information Page 9
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G.T. GLOBAL: AMERICA VALUE FUND

LIMITATION ON USE OF FUTURES AND OPTIONS ON FUTURES

COVER

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

RISK FACTORS

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

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

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

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

INVESTMENT LIMITATIONS

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

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

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

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

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

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

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

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

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

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

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

Statement of Additional Information Page 13
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G.T. GLOBAL: AMERICA VALUE FUND

EXECUTION OF PORTFOLIO TRANSACTIONS

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Statement of Additional Information Page 14
<PAGE>

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

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

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

TRUSTEES AND EXECUTIVE OFFICERS

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

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

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

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

David J. Thelander, 39 Assistant General Counsel of G.T. Capital since January 1995. From 1993 to 1994, Mr.
Assistant Secretary Thelander was an associate at Kirkpatrick & Lockhart LLP (a law firm). Prior thereto he
50 California Street was an attorney with the U.S. Securities and Exchange Commission.
San Francisco, CA 94111

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

Statement of Additional Information Page 17
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G.T. GLOBAL: AMERICA VALUE FUND

MANAGEMENT

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

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

Statement of Additional Information Page 18
<PAGE>

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

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

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

VALUATION OF SHARES

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

Each Portfolios securities and other assets are valued as follows:

Statement of Additional Information Page 19
<PAGE>

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

instance are likely to vary from case to case. However, consideration generally
is given to the financial position of the issuer and other fundamental
analytical data relating to the investment and to the nature of the restrictions
on disposition of the securities (including any registration expenses that might
be borne by a Portfolio in connection with such disposition). In addition, other
factors, such as the cost of the investment, the market value of any
unrestricted securities of the same class (both at the time of purchase and at
the time of valuation), the size of the holding, the prices of any recent
transactions or offers with respect to such securities and any available
analysts' reports regarding the issuer, generally are considered.

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

INFORMATION RELATING TO SALES
AND REDEMPTIONS

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

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

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

Statement of Additional Information Page 20
<PAGE>

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

shares through the exercise of the exchange privilege, a shareholder should
obtain and read a copy of the Prospectus of the Fund to be purchased and should
consider the investment objective(s) of that Fund.

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

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

TAXES

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

TAXATION OF THE FUNDS

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

Statement of Additional Information Page 21
<PAGE>

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

TAXATION OF THE PORTFOLIOS

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

OPTIONS AND FUTURES

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

Statement of Additional Information Page 22
<PAGE>

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

TAXATION OF THE FUNDS' SHAREHOLDERS

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

ADDITIONAL INFORMATION

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

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

Statement of Additional Information Page 23
<PAGE>

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

The audited financial statements of the Company will be filed by amendment.

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

INVESTMENT RESULTS

Statement of Additional Information Page 24
<PAGE>

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

however, should not be viewed as an endorsement of G.T. Global by the government
of Hong Kong, Japan's Ministry of Finance or any other government or government
agency. Nor do any such accomplishments of G.T. Global provide any assurance
that the G.T. Global Mutual Funds' investment objectives will be achieved.

IMPORTANT POINTS TO NOTE ABOUT THE FOLLOWING WORLD FINANCIAL AND ECONOMIC DATA

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

Statement of Additional Information Page 25
<PAGE>

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

funds on the basis of risk-adjusted performance. Morningstar ratings are
calculated from a fund's three, five and ten year average annual returns
with appropriate fee adjustments and a risk factor that reflects fund
performance relative to the three-month U.S. Treasury bill monthly returns.
Ten percent of the funds in an investment category receive five stars and
22.5% receive four stars. The ratings are subject to change each month.

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

(6) Dow Jones Industrial Average.

(7) CNBC/Financial News Composite Index.

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

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

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

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

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

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

Statement of Additional Information Page 26
<PAGE>

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

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

Statement of Additional Information Page 27
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Statement of Additional Information Page 28
<PAGE>

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

DESCRIPTION OF DEBT RATINGS

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

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

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

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

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

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

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

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

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

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

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

Statement of Additional Information Page 29
<PAGE>

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

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

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

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

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

FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------
The audited financial statements of each Fund at , 1995 will be filed
by amendment.

Statement of Additional Information Page 30
<PAGE>

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

NOTES

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

Statement of Additional Information Page 31
<PAGE>

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

NOTES

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

Statement of Additional Information Page 32
<PAGE>

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

NOTES

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

Statement of Additional Information Page 33
<PAGE>

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

[LOGO]

G.T. GLOBAL GROUP OF FUNDS

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

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 STATEMENT OF
ADDITIONAL INFORMATION AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY G.T.
GLOBAL GROWTH SERIES, GROWTH PORTFOLIO, G.T. CAPITAL MANAGEMENT, INC. OR
G.T. GLOBAL FINANCIAL SERVICES, INC. THIS STATEMENT OF ADDITIONAL
INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF ANY
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
<PAGE>
G.T. GLOBAL GROWTH SERIES
PART C: OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) FINANCIAL STATEMENTS.

The following audited financial statements as of December 31, 1994, and
for the fiscal year then ended have been previously filed in the Statement of
Additional Information of G.T. Global Growth Series, relating to 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, each a series of the Registrant
(collectively, "Initial Six Series"), which are not affected by this Amendment:

-- Reports of Independent Accountants

-- Portfolios of Investments

-- Statements of Assets and Liabilities

-- Statements of Operations

-- Statements of Changes in Net Assets

-- Financial Highlights

-- Notes to Financial Statements

(b) EXHIBITS REQUIRED BY PART C, ITEM 24 OF FORM N-1A.

(1)(a) The Registrant's Agreement and Declaration of Trust, as
amended.(2)

(1)(b) Certificate of Secretary amending the Registrant's Agreement and
Declaration of Trust dated May 4, 1995.(5)

(2) The Registrant's By-Laws, as amended.(2)

(3) Not Applicable.

(4) Specimen copy of a share certificate.(2)

(5)(a) Investment Management and Administration Contract dated April 24,
1989 relating to the Initial Six Series.(2)

(5)(b) Administration Contract relating to:

(i) G.T. Global: America Small Cap Growth Fund -- to be filed by
amendment.

(ii) G.T. Global: America Value Fund -- to be filed by amendment.

(6)(a) Distribution Agreement relating to Class A shares.(3)

(6)(b) Distribution Agreement relating to Class B shares.(3)

(7) Not Applicable.

(8) Custodian Agreement between the Registrant and State Street Bank
and Trust Company.(2)

(9)(a) Transfer Agent Contract dated May 25, 1990.(2)

(9)(b) Other material contracts:

(i) Broker/dealer sales contract(2)

(ii) Bank sales contract(2)

(iii) Agency sales contract(2)

C-1
<PAGE>
(iv) Foreign sales contract(2)

(10)(a) Opinion and Consent of Counsel relating to the Initial Six
Series.(1)

(10)(b) Opinion and Consent of Counsel relating to G.T. Global: America
Small Cap Growth Fund and G.T. Global: America Value Fund -- to
be filed by amendment.

(11) Consents of Coopers & Lybrand, Independent Accountants relating to:

(i) G.T. Global: Worldwide Growth Fund.(4)

(ii) G.T. Global: International Growth Fund.(4)

(iii) G.T. Global: New Pacific Growth Fund.(4)

(iv) G.T. Global: Europe Growth Fund.(4)

(v) G.T. Global: Japan Growth Fund.(4)

(vi) G.T. Global: America Growth Fund.(4)

(vii) G.T. Global: America Small Cap Growth Fund -- Filed
herewith.

(viii) G.T. Global: America Value Fund -- Filed herewith.

(12) Not Applicable.

(13) Not Applicable.

(14) Model retirement plan -- G.T. Global Individual Retirement Account
Disclosure Statement and Application.(2)

(15)(a) Distribution Plan adopted pursuant to Rule 12b-1 relating to
Class A shares.(3)

(15)(b) Distribution Plan adopted pursuant to Rule 12b-1 relating to
Class B shares.(3)

C-2
<PAGE>
(16) Schedules of Computation of Performance Quotations relating to the
Class A and Class B shares of:

(a) G.T. Global: America Growth Fund -- (4)

(b) G.T. Global: Europe Growth Fund -- (4)

(d) G.T. Global: Japan Growth Fund -- (4)

(e) G.T. Global: New Pacific Growth Fund -- (4)

(f) G.T. Global: Worldwide Growth Fund -- (4)

(17) Financial Data Schedule relating to G.T. Global: America Small Cap
Growth Fund and G.T. Global: America Value Fund -- to be filed by
amendment.

Other Exhibits:

(a) Power of Attorney for G.T. Global Growth Series.(5)

(b)_Power of Attorney for Growth Portfolio -- Filed herewith.

- ------------------------
(1) Incorporated by reference to Exhibit 10 of Post-Effective Amendment No. 11
to the Registration Statement on Form N-1A, filed in 1985.

(2) Incorporated by reference to the identically enumerated Exhibit of
Post-Effective Amendment No. 22 to the Registration Statement on Form N-1A,
filed on February 28, 1992.

(3) Incorporated by reference to the identically enumerated Exhibit of
Post-Effective Amendment No. 31 to the Registration Statement on Form N-1A,
filed on April 26, 1994.

(4) Incorporated by reference to the identically enumerated Exhibit of
Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A,
filed on March 1, 1995.

(5)_ Incorporated by reference to the identically enumerated Exhibit of
Post-Effective Amendment No. 34 to the Registration Statement on Form N-1A,
filed on May 24, 1995.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT

None.

C-3
<PAGE>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES

As of June 30, 1995:

<TABLE>
<CAPTION>
TITLE OF CLASS NUMBER OF RECORD HOLDERS
- -------------------------------------------------------------------------- --------------------------
<S> <C>
Shares of Beneficial Interest, no par value, of:
G.T. Global: America Growth Fund Class A............................ 31,019
G.T. Global: America Growth Fund Class B............................ 23,036
G.T. Global: America Growth Fund Advisor Class...................... 272
G.T. Global: Europe Growth Fund Class A............................. 82,855
G.T. Global: Europe Growth Fund Class B............................. 10,192
G.T. Global: Europe Growth Fund Advisor Class....................... 108
G.T. Global: International Growth Fund Class A...................... 32,381
G.T. Global: International Growth Fund Class B...................... 8,968
G.T. Global: International Growth Fund Advisor Class................ 84
G.T. Global: Japan Growth Fund Class A.............................. 11,301
G.T. Global: Japan Growth Fund Class B.............................. 3,179
G.T. Global: Japan Growth Fund Advisor Class........................ 69
G.T. Global: New Pacific Growth Fund Class A........................ 47,828
G.T. Global: New Pacific Growth Fund Class B........................ 17,230
G.T. Global: New Pacific Growth Fund Advisor Class.................. 151
G.T. Global: Worldwide Growth Fund Class A.......................... 16,593
G.T. Global: Worldwide Growth Fund Class B.......................... 7,242
G.T. Global: Worldwide Growth Fund Advisor Class.................... 182
G.T. Global: America Small Cap Growth Fund Class A.................. 0
G.T. Global: America Small Cap Growth Fund Class B.................. 0
G.T. Global: America Value Fund Class A............................. 0
G.T. Global: America Value Fund Class B............................. 0
</TABLE>

ITEM 27. INDEMNIFICATION

Section 5.3 of the Registrant's Declaration of Trust provides for
indemnification of certain persons acting on behalf of the Registrant.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended ("1933 Act") may be permitted to Trustees, officers and
controlling persons by the Registrant's Declaration of Trust, bylaws, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission ("Commission") such indemnification is against public
policy as expressed in the 1933 Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a Trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such Trustee, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issues.

Registrant and the Trustees and officers of the Registrant maintain coverage
under a professional indemnity insurance policy. The terms and conditions of
policy coverage conform

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<PAGE>
generally to the standard coverage available throughout the investment company
industry. Similar coverage by separate policies is afforded the investment
manager and its directors, officers and employees.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

See the material under the heading "Management" included in Part A
(Prospectus) of this amendment and the material appearing under the headings
"Trustees and Executive Officers" and "Management" included in Part B (Statement
of Additional Information) of this Amendment. Information as to the Directors
and Officers of the Adviser is included in its Form ADV (File No. 801-10254),
filed with the Commission, which is incorporated herein by reference.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) In addition to the Registrant, G.T. Global Financial Services, Inc. is
the principal underwriter for the following other investment companies: G.T.
Investment Portfolios, Inc. (which includes one fund currently in operation:
G.T. Global Dollar Fund); and G.T. Investment Funds, Inc. (which includes twelve
funds currently in operation: G.T. Global Strategic Income Fund, G.T. Global
Government Income Fund, G.T. Global High Income Fund, G.T. Global Growth &
Income Fund, G.T. Latin America Growth Fund, G.T. Global Telecommunications
Fund, G.T. Global Health Care Fund, G.T. Global Financial Services Fund, G.T.
Global Infrastructure Fund, G.T. Global Consumer Products and Services Fund,
G.T. Global Natural Resources Fund and G.T. Global Emerging Markets Fund); G.T.
Global Variable Investment Series (which includes five funds in operation: G.T.
Global: Variable New Pacific Fund, G.T. Global: Variable Europe Fund, G.T.
Global: Variable America Fund, G.T. Global: Variable International Fund and G.T.
Global: Money Market Fund); and G.T. Global Variable Investment Trust (which
includes nine funds in operation: G.T. Global: Variable Latin America Fund, G.T.
Global: Variable Emerging Markets Fund, G.T. Global: Variable Infrastructure
Fund, G.T. Global: Variable Natural Resources Fund, G.T. Global: Variable
Telecommunications Fund, G.T. Global: Variable Growth & Income Fund, G.T.
Global: Variable Strategic Income Fund, G.T. Global: Variable Global Government
Income Fund and G.T. Global: Variable U.S. Government Income Fund)

(b) Directors and Officers of G.T. Global Financial Services, Inc.

Unless otherwise indicated, the business address of each person listed is 50
California Street, San Francisco, CA 94111.

<TABLE>
<CAPTION>
POSITIONS AND OFFICES POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- -------------------------------------------- ---------------------------------- ----------------------------------
<S> <C> <C>
David A. Minella Chairman of the Board of Chairman of the Board of Trustees
Directors and President and President
William J. Guilfoyle Senior Vice President -- Sales and None
Marketing, and Director
James R. Tufts Senior Vice President -- Finance Vice President, Treasurer and
and Director Principal Financial Officer
Helge Krist Lee Senior Vice President and Vice President and Secretary
Secretary
James H. Grifo Senior Vice President -- National None
Sales Manager and Director
Raymond R. Cunningham Senior Vice President -- None
National Bank Sales
</TABLE>

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<PAGE>
<TABLE>
<S> <C> <C>
Donald F. MacLeod Senior Vice President None
375 Park Avenue
Suite 3401
New York, NY 10152
Stephen A. Maginn Senior Vice President -- None
519 S. Juanita Regional Sales Manager
Redondo Beach, CA 90277
Robert J. Wolf Senior Vice President -- None
71 South 20th Street Regional Sales Manager
Suite 120
Battle Creek, MI 49015
Michael S. Martin Senior Vice President None
1936 Palisades Lake Ct.
Lake Oswego, OR 97034
Peter R. Guarino Assistant Secretary Assistant Secretary
David P. Anderson, Jr. Vice President None
1012 William
Plymouth, MI 48170
Bruce W. Caldwell Vice President None
1003 Medinah Court
Kennesaw, GA 30144
Anthony DiBacco Vice President None
30585 Via Lindosa Way
Laguna Miguel, CA 92677
Timothy W. Dolan Vice President None
16 Deerfield Drive
Medfield, MA 02052
Stephen Donovick Vice President None
212 Carriage Court
Coppel, TX 75019
Philip D. Edelstein Vice President None
9 Huntly Circle
Palm Beach Gardens, FL 33418
Jon Fessel Vice President None
1781 Pine Harrier Circle
Sarasota, FL 34231
Per Furmark Vice President None
354 East 77th Street #3A
New York, NY 10021
Ned E. Hammond Vice President None
8080 N. Central Expressway
Suite 400
Dallas, TX 75206
Steven E. Hinkhouse Vice President None
11010 West 126th Terrace
Overland Park, KS 66213
Eric Johnson Vice President None
30B 19th Street
Hermosa Beach, CA 90254
</TABLE>

C-6
<PAGE>
<TABLE>
<S> <C> <C>
Campbell Judge Vice President None
551 Harrington Road
Wayzata, MN 55391
Richard Kashnowski Vice President None
1454 High School Drive
Brentwood, MO 63144
Allen M. Kuhn Vice President None
5518 South Saratoga Street
New Orleans, LA 70115
Jeffrey S. Kulik Vice President None
10013 Cape Ann Drive
Columbia, MD 21046
Steven C. Manns Vice President None
3025 Caswell Drive
Troy, MI 48084
C. David Matthews Vice President None
25804 Woodpath Trail
Westlake, OH 44145
Anthony R. Rogers Vice President None
100 South Bank Drive
Cary, NC 27511
James B. Sandidge Vice President None
1730 N. Clark Street, #1913
Chicago, IL 60614
Philip Schertz Vice President None
25 Ivy Place
Wayne, NJ 07470
Peter Sykes Vice President None
650 Lake Street, #12
San Francisco, CA 94118
Tommy D. Wells Vice President None
25 Crane Drive
Sam Anselmo, CA 94960
Todd H. Westby Vice President None
3405 Goshen Road
Newtown Square, PA 19073
Brian A. Williams Vice President None
655 Cherry Street
Winnetka, IL 60093
Eric T. Zeigler Vice President None
26003 Alma Street
Manhattan Beach, CA 90266
</TABLE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Accounts, books and other records required by Rules 31a-1 and 31a-2 under
the Investment Company Act of 1940, as amended, are maintained and held in the
offices of the

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<PAGE>
Registrant and its investment manager, G.T. Capital Management, Inc., 50
California Street, San Francisco, California 94111 and its custodian and
accounting agent, State Street Bank and Trust Company, 225 Franklin Street,
Boston, Massachusetts 02110.

Records covering shareholder accounts are maintained and kept by the
Registrant's transfer agent, G.T. Global Investor Services, Inc., 50 California
Street, 27th Floor, San Francisco, California 94111, and records covering
portfolio transactions are maintained and kept by the Registrant's custodian and
accounting agent, State Street Bank and Trust Company, 225 Franklin Street,
Boston, Massachusetts 02110.

ITEM 31. MANAGEMENT SERVICES

Not applicable.

ITEM 32. UNDERTAKINGS

Registrant hereby undertakes to file another Post-Effective Amendment to its
Registration Statement, containing financial statements with respect to G.T.
Global: America Small Cap Growth Fund and G.T. Global: America Value Fund, which
need not be certified, within four to six months from the date of each Fund's
commencement of operations.

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<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant has duly caused this
Post-Effective Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of San Francisco
and the State of California, on the 2nd day of August, 1995.

G.T. GLOBAL GROWTH SERIES

By: David A. Minella*
President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement of G.T. Global Growth
Series has been signed below by the following persons in the capacities
indicated on August 2, 1995.

President, Trustee and
David A. Minella* Chairman of the Board
(Chief Executive Officer)

/s/ JAMES R. TUFTS
- ---------------------------------------- Vice President, Treasurer and
James R. Tufts Chief Financial Officer

/s/ KENNETH W. CHANCEY
- ---------------------------------------- Vice President and Chief
Kenneth W. Chancey Accounting Officer

C. Derek Anderson* Trustee
Arthur C. Patterson* Trustee
Frank S. Bayley* Trustee
Ruth H. Quigley* Trustee

*By: /s/ PETER R. GUARINO
-----------------------------------
Peter R. Guarino
Attorney-in-Fact, pursuant to
Powers of Attorney previously filed.

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<PAGE>
SIGNATURES

Growth Portfolio has duly caused this Post-Effective Amendment of G.T.
Global Growth Series to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of San Francisco, and the State of California, on the
2nd day of August, 1995.

GROWTH PORTFOLIO

By: _________David A. Minella*________
President

This Post-Effective Amendment to the Registration Statement of G.T. Global
Growth Series has been signed below by the following persons in the capacities
indicated on August 2, 1995.

<TABLE>
<S> <C>
David A. Minella* President, Trustee and Chairman of the Board (Chief
Executive Officer)

/S/ JAMES R. TUFTS Vice President, Treasurer and Principal
- -------------------------------------- Financial Officer
James R. Tufts

/S/ KENNETH W. CHANCEY Vice President and Chief Accounting Officer
- --------------------------------------
Kenneth W. Chancey

C. Derek Anderson* Trustee
Arthur C. Patterson* Trustee
Frank S. Bayley* Trustee
Ruth H. Quigley* Trustee

*By: /S/DAVID J. THELANDER
----------------------------------
David J. Thelander
Attorney-in-Fact, pursuant to
Powers of Attorney filed herewith
</TABLE>

C-10

<PAGE>
EXHIBIT 99.B11

CONSENT OF INDEPENDENT ACCOUNTANTS

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

G.T. Global: America Small Cap Growth Fund
G.T. Global: America Value Fund

We hereby consent to the references to our Firm under the caption
"Independent Accountants" in both the Prospectus and the Statement of Additional
Information in the Post-Effective Amendment to the Registration Statement of
G.T. Global Growth Series on Form N-1A (File No. 2-57526).

COOPERS & LYBRAND L.L.P.

Boston, Massachusetts
August 3, 1995

<PAGE>

EXHIBIT 99.B

POWER OF ATTORNEY

____Each person whose signature appears below hereby constitutes and appoints
Helge K. Lee, Peter R. Guarino and David J. Thelander, and each of them, with
full power to act without the other, his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities (until
revoked in writing) to sign the Registration Statement and any and all
Amendments to the Registration Statement (including Post-Effective Amendments),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

GROWTH PORTFOLIO

<TABLE>
<S> <C> <C>
/S/DAVID A. MINELLA
- --------------------------------- Trustee, Chairman of the Board and
David A. Minella President

/S/C. DEREK ANDERSON
- --------------------------------- Trustee
C. Derek Anderson

/S/FRANK S. BAYLEY
- --------------------------------- Trustee June 20, 1995
Frank S. Bayley

/S/ARTHUR C. PATTERSON
- --------------------------------- Trustee
Arthur C. Patterson

/S/RUTH H. QUIGLEY
- --------------------------------- Trustee
Ruth H. Quigley
</TABLE>