G T GLOBAL GROWTH SERIES
485APOS, 1996-02-15
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<PAGE>
   
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 15, 1996
    

                                                                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. 37
                                      AND
      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940  /X/
                                AMENDMENT NO. 33
    

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

                           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                                 KIRKPATRICK & LOCKHART LLP
               LGT ASSET MANAGEMENT, INC.                               1800 MASSACHUSETTS AVENUE, N.W.
            50 CALIFORNIA STREET, 27TH FLOOR                                WASHINGTON, D.C. 20036
             SAN FRANCISCO, CALIFORNIA 94111                                    (202) 778-9000
         (NAME AND ADDRESS OF AGENT FOR SERVICE)
</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)(1) OF RULE 485
    /X/  ON APRIL 29, 1996 PURSUANT TO PARAGRAPH (A)(1) OF RULE 485
    / /  75 DAYS AFTER FILING PURSUANT TO PARAGRAPH (A)(2) OF RULE 485
    / /  ON                      PURSUANT TO PARAGRAPH (A)(2) 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, 1995 IS EXPECTED TO BE FILED ON OR ABOUT FEBRUARY 27, 1996.
    

   
    CERTAIN  SERIES OF  THE G.T.  GLOBAL GROWTH SERIES  ARE "FEEDER  FUNDS" IN A
"MASTER/FEEDER" FUND ARRANGEMENT. THIS POST-EFFECTIVE AMENDMENT NO. 37  INCLUDES
A SIGNATURE PAGE FOR THE MASTER TRUST, GROWTH PORTFOLIO.
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                           G.T. GLOBAL GROWTH SERIES
                             CROSS-REFERENCE SHEET
            BETWEEN ITEMS ENUMERATED IN FORM N-1A AND THIS AMENDMENT

                                   PROSPECTUS

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

                          PROSPECTUS -- ADVISOR CLASS

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

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

                      STATEMENT OF ADDITIONAL INFORMATION

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

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

              STATEMENT OF ADDITIONAL INFORMATION -- ADVISOR CLASS

<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
                      CONTENTS OF POST-EFFECTIVE AMENDMENT

   
    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
              --      GT Global Equity Funds -- Class A and Class B
              --      GT Global Equity Funds -- Advisor Class
Part B        --      Statements of Additional Information
              --      GT Global Equity Funds -- Class A and Class B
              --      GT Global Equity Funds -- Advisor Class
              --      GT Global America Small Cap Growth Fund and GT Global America Value Fund
                      -- Class A and Class B
              --      GT Global America Small Cap Growth Fund and GT Global America Value Fund
                      -- Advisor Class
Part C        --      Other Information
Signature Page
Exhibits
</TABLE>
    
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    
   
                          PROSPECTUS -- APRIL 29, 1996
    
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                     <C>
           GT GLOBAL WORLDWIDE GROWTH FUND                     GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                  ("WORLDWIDE FUND")                                  ("AMERICA SMALL CAP FUND")
         GT GLOBAL INTERNATIONAL GROWTH FUND                        GT GLOBAL AMERICA GROWTH FUND
                ("INTERNATIONAL FUND")                                 ("AMERICA GROWTH FUND")
          GT GLOBAL NEW PACIFIC GROWTH FUND                          GT GLOBAL AMERICA VALUE FUND
                 ("NEW PACIFIC FUND")                                   ("AMERICA VALUE FUND")
             GT GLOBAL EUROPE GROWTH FUND                            GT GLOBAL JAPAN GROWTH FUND
                   ("EUROPE FUND")                                          ("JAPAN FUND")
</TABLE>
    

   
Collectively the above-named Funds are known as the GT Global Equity Funds. Each
GT Global Equity Fund (individually, a "Fund," collectively, the "Funds"),
except America Small Cap Fund and America Value Fund, seeks its investment
objective of long-term growth of capital by investing in the securities of
issuers domiciled in the Fund's Primary Investment Area. THE AMERICA SMALL CAP
FUND AND THE AMERICA VALUE FUND SEEK LONG-TERM CAPITAL APPRECIATION BY INVESTING
ALL OF THEIR INVESTABLE ASSETS IN THE SMALL CAP GROWTH PORTFOLIO AND THE VALUE
PORTFOLIO, RESPECTIVELY (INDIVIDUALLY, THE "AMERICA SMALL CAP PORTFOLIO" AND
"AMERICA VALUE PORTFOLIO," OR THE "PORTFOLIO," AND, COLLECTIVELY, THE
"PORTFOLIOS"), WHICH IN TURN, INVEST IN SECURITIES OF ISSUERS DOMICILED IN THEIR
RESPECTIVE PRIMARY INVESTMENT AREAS. EACH PORTFOLIO'S INVESTMENT OBJECTIVE AND
PRIMARY INVESTMENT AREA IS IDENTICAL TO THAT OF ITS CORRESPONDING FUND. AS THIS
STRUCTURE IS DIFFERENT FROM MANY OTHER MUTUAL FUNDS WHICH DIRECTLY ACQUIRE AND
MANAGE THEIR OWN PORTFOLIOS, INVESTORS SHOULD CAREFULLY CONSIDER THIS INVESTMENT
APPROACH. For additional information on the Funds and the Portfolios and a
description of each Primary Investment Area, see "Investment Objectives and
Policies; Risk Factors," and "Management."
    

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

   
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.
    

   
Each Fund is organized as a "diversified" series of G.T. Global Growth Series
(the "Company"). The Portfolios are organized as subtrusts of Growth Portfolio.
Both the Funds and the Portfolios are managed and/ or administered by LGT Asset
Management, Inc. ("LGT Asset Management"), formerly G.T. Capital Management,
Inc. LGT Asset Management and its worldwide affiliates are part of Liechtenstein
Global Trust, a provider of global asset management and private banking products
and services to individual and institutional investors.
    

   
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 April 29, 1996, has been filed with
the Securities and Exchange Commission and, as supplemented or amended 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 94111, or by calling (800) 824-1580.
    

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

[LOGO]

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

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>
                             GT GLOBAL EQUITY FUNDS

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

   
<TABLE>
<CAPTION>
                                                                                              Page
                                                                                            ---------
<S>                                                                                         <C>
Prospectus Summary........................................................................          3
Financial Highlights......................................................................         10
Alternative Purchase Plan.................................................................         24
Investment Objectives and Policies; Risk Factors..........................................         25
How To Invest.............................................................................         33
How to Make Exchanges.....................................................................         40
How to Redeem Shares......................................................................         41
Shareholder Account Manual................................................................         43
Calculation of Net Asset Value............................................................         44
Dividends, Other Distributions and Federal Income Taxation................................         45
Management................................................................................         46
Other Information.........................................................................         51
</TABLE>
    

                               Prospectus Page 2
<PAGE>
                             GT GLOBAL EQUITY FUNDS

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

   
<TABLE>
<S>                                                     <C>
           GT GLOBAL WORLDWIDE GROWTH FUND                     GT GLOBAL AMERICA SMALL CAP GROWTH FUND
         GT GLOBAL INTERNATIONAL GROWTH FUND                        GT GLOBAL AMERICA GROWTH FUND
          GT GLOBAL NEW PACIFIC GROWTH FUND                          GT GLOBAL AMERICA VALUE FUND
             GT GLOBAL EUROPE GROWTH FUND                            GT GLOBAL JAPAN GROWTH FUND
</TABLE>
    

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

   
<TABLE>
<S>                            <C>                               <C>
Investment Objectives:         The Worldwide Fund, International Fund, Pacific Fund, Europe Fund,
                               Japan  Fund  and  America  Growth Fund  seek  long-term  growth of
                               capital; the America Small  Cap Fund and  America Value Fund  seek
                               long-term capital appreciation

Principal Investments:         Each Fund invests primarily in equity securities of issuers within
                               its Primary Investment Area

                               America Small Cap Fund invests all of its investable assets in the
                               America  Small Cap Portfolio, that,  in turn, invests primarily in
                               the  equity  securities  of  small  capitalization  ("small  cap")
                               companies domiciled in the United States

                               America  Value Fund  invests all of  its investable  assets in the
                               America Value Portfolio, that, in turn, invests primarily in those
                               equity securities of medium to large cap issuers domiciled in  the
                               United  States which LGT Asset Management believes are undervalued
                               and  therefore   offer   above-average   potential   for   capital
                               appreciation

Investment Manager:            LGT  Asset  Management,  part  of  Liechtenstein  Global  Trust, a
                               provider of global asset  management and private banking  products
                               and  services to individual  and institutional investors entrusted
                               with approximately $45 billion in total assets

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 each Fund's 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 each Fund's Class B shares

Shares Available Through:      Most  brokerage firms  nationwide, or directly  through the Funds'
                               distributor
</TABLE>
    

                               Prospectus Page 3
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
   
<TABLE>
<S>                            <C>                               <C>
Exchange Privileges:           Shares of a  class of one  Fund may be  exchanged without a  sales
                               charge  for shares of  the corresponding class  of other GT Global
                               Mutual Funds, which are  open-end management investment  companies
                               advised and/or administered by LGT Asset Management and registered
                               with the Securities and Exchange Commission

Dividends and Other
  Distributions:               Dividends  paid annually  from net investment  income and realized
                               net short-term capital  gains; other  distributions paid  annually
                               from  net  capital  gain  and  net  gains  from  foreign  currency
                               transactions, if any

Reinvestment:                  Dividends and other distributions may be reinvested  automatically
                               in  Fund  shares of  the distributing  class or  in shares  of the
                               corresponding class  of other  GT 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:              Class A and Class  B shares of  the Worldwide Fund,  International
                               Fund,  Pacific Fund,  Europe Fund,  Japan Fund  and America Growth
                               Fund are quoted daily in the financial section of most newspapers;
                               Class A and Class B shares  of America Small Cap Fund and  America
                               Value  Fund  are  expected to  be  quoted daily  in  the financial
                               section of most newspapers

Other Features:

  Class A Shares:              Letter of Intent                  Dollar Cost Averaging Program
                               Quantity Discounts                Systematic Withdrawal Plan
                               Right of Accumulation             Automatic Investment Plan
                               Reinstatement Privilege

  Class B Shares:              Reinstatement Privilege           Automatic Investment Plan
                               Systematic Withdrawal Plan        Dollar Cost Averaging Program
</TABLE>
    

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

                               Prospectus Page 4
<PAGE>
                             GT GLOBAL EQUITY FUNDS

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

   
INVESTMENT MANAGER AND ADMINISTRATOR. LGT Asset Management is the investment
manager and administrator for the Portfolios and for the Worldwide Fund,
International Fund, Pacific Fund, Europe Fund, America Growth Fund and Japan
Fund, and is also the administrator for the America Small Cap Fund and the
America Value Fund. LGT Asset Management and its worldwide asset management
affiliates maintain fully-staffed investment offices in San Francisco, London,
Hong Kong, Tokyo, Singapore, Sydney and Frankfurt. LGT Asset Management is part
of Liechtenstein Global Trust, a provider of global asset management and private
banking products and services to individual and institutional investors. As of
            , 1996, assets entrusted to Liechtenstein Global Trust totaled
approximately $  billion. The companies comprising Liechtenstein Global Trust
are indirect subsidiaries of the Prince of Liechtenstein Foundation. See
"Management."
    

   
INVESTMENT OBJECTIVES AND POLICIES. The Worldwide Fund, International Fund,
Pacific Fund, Europe Fund, America Growth Fund and Japan Fund seek long-term
growth of capital. The America Small Cap Fund and America Value Fund seek long-
term capital appreciation. Each Fund is hereinafter referred to individually as
a "Fund" and collectively as "Funds." Each Fund is a diversified series of G.T.
Global Growth Series ("Company"), a registered open-end management investment
company.
    

   
The Worldwide Fund, International Fund, Pacific Fund, Europe Fund, America
Growth Fund and Japan Fund seek their investment objective by investing, under
normal circumstances, at least 65% of their total assets in equity securities of
issuers domiciled in that Fund's Primary Investment Area. The Primary Investment
Area of each Fund corresponds to that Fund's name. Under normal conditions, 20%
to 60% of the Worldwide Growth Fund's assets are invested in equity securities
of U.S. issuers. The Worldwide Fund, International Fund, Pacific Fund, Europe
Fund, Japan Fund, and America Growth Fund may invest up to 35% of their total
assets in the equity securities of issuers domiciled outside of their Primary
Investment Area. The Worldwide Fund, International Fund, Pacific Fund, Europe
Fund, America Growth Fund and Japan Fund may invest up to 35% of their assets in
investment grade debt securities.
    

   
The America Growth Fund currently expects to invest a majority of its assets in
the securities of mid-and small-size companies. In selecting securities for
inclusion in the America Growth Fund's portfolio, LGT Asset Management normally
initially focuses on companies with total equity market capitalizations of $2
billion or less.
    

   
The America Small Cap Fund seeks its investment objective by investing all of
its investable assets in the America Small Cap Portfolio, that, in turn,
invests, under normal circumstances, at least 65% of its total assets in equity
securities 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 America 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 America Value Fund seeks its investment objective by investing all of its
investable assets in the America Value Portfolio, that, in turn, invests, under
normal circumstances, at least 65% of its total assets in equity securities of
medium to large cap issuers domiciled in the United States which LGT Asset
Management believes to be undervalued in relation to long-term earning power or
other factors. For purposes of the foregoing, "medium to
    

                               Prospectus Page 5
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
   
large cap" issuers are issuers with a market capitalizations greater than $500
million at the time of purchase by the America Value Portfolio. The remainder of
the America Value Portfolio 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 securiteis, 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. The America Small Cap Portfolio and America Value Portfolio are
hereinafter referred to individually as a "Portfolio," or together, as the
"Portfolios."
    

   
Equity securities in which the Funds or Portfolios may invest include common
stocks, preferred stocks, convertible debt securities and warrants to acquire
such securities. In selecting securities, LGT Asset Management attempts to
identify those countries (where multiple markets are permitted) and industries
(in each case) where economic and political factors, including currency
movements, are likely to produce above-average growth rates, and then seeks
those companies within the countries and industries so identified that are best
positioned and managed to take advantage of such factors. See "Investment
Objectives and Policies; Risk Factors."
    

   
INVESTMENT TECHNIQUES AND RISK FACTORS. The Worldwide Fund, International Fund,
Pacific Fund, Europe Fund, America Growth Fund and Japan Fund may engage in
certain foreign currency, options and futures transactions to attempt to hedge
against the overall level of investment and currency risk associated with its
present or planned investments. For temporary defensive purposes, the Worldwide
Fund, International Fund, Pacific Fund, Europe Fund, America Growth Fund and
Japan Fund may hold U.S. or foreign currency and/ or may invest any portion of
its assets in debt securities or high quality money market instruments of U.S.
or foreign issuers. The Worldwide Fund, International Fund, Pacific Fund, Europe
Fund, America Growth Fund and Japan Fund also may hold cash and invest in high
quality foreign or domestic money market instruments pending investment of
proceeds from new sales of Fund shares, or to meet their ordinary daily cash
needs. See "Investment Objectives and Policies; Risk Factors."
    

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

   
There is no assurance that any Fund or Portfolio will achieve its investment
objective. Each Fund's net asset value will fluctuate, reflecting fluctuations
in the market value of its securities. Changes in foreign currency exchange
rates also may affect a Fund's net asset value, earnings and gains and losses
realized on sales of securities.
    

   
Investments in foreign securities involve risks relating to political and
economic developments abroad and the differences between the regulations to
which U.S. and foreign issuers are subject. Individual foreign economies also
may differ favorably or unfavorably from the U.S. economy. Securities of foreign
companies may be less liquid and their prices more volatile than those of
securities of comparable U.S. companies. Certain foreign countries may impose
withholding taxes on income earned and/or gains realized by a Fund in connection
with investments in such countries. The Worldwide Fund's, International Fund's,
Pacific Fund's, Europe Fund's, America Growth Fund's and Japan Fund's
participation in the currency, options and futures markets involves certain
risks and transaction costs. Each Portfolio's participation in the options and
futures markets involves certain risks and transaction costs. See "Investment
Objectives and Policies; Risk Factors."
    

                               Prospectus Page 6
<PAGE>
                             GT GLOBAL EQUITY FUNDS

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

   
PURCHASES AND REDEMPTIONS. Each Fund's shares of beneficial interest are
available through broker/ dealers that have entered into agreements to sell
shares with the Funds' distributor, GT Global, Inc. ("GT Global"). Shares also
may be acquired directly through GT Global or through exchanges of shares of
other GT Global Mutual Funds. See "How to Invest" and "Shareholder Account
Manual." Shares may be redeemed either through broker/dealers or the Funds'
transfer agent, GT Global Investor Services, Inc. ("Transfer Agent"). See "How
to Redeem Shares" and "Shareholder Account Manual."
    

                               Prospectus Page 7
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                               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 are
reflected in the following tables+*:

   
<TABLE>
<CAPTION>
                                                          GT GLOBAL           GT GLOBAL           GT GLOBAL           GT GLOBAL
                                                          WORLDWIDE         INTERNATIONAL        NEW PACIFIC           EUROPE
                                                           GROWTH              GROWTH              GROWTH              GROWTH
                                                            FUND                FUND                FUND                FUND
                                                      -----------------   -----------------   -----------------   -----------------
                                                      CLASS A   CLASS B   CLASS A   CLASS B   CLASS A   CLASS B   CLASS A   CLASS B
                                                      -------   -------   -------   -------   -------   -------   -------   -------
<S>                                                   <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
SHAREHOLDER TRANSACTION COSTS*:
  Maximum sales charge on purchases
   (% of offering price)............................    4.75%      None     4.75%      None     4.75%      None     4.75%      None
  Sales charges on reinvested distributions.........     None      None      None      None      None      None      None      None
  Deferred sales charges............................     None     5.00%      None     5.00%      None     5.00%      None     5.00%
  Redemption charges................................     None      None      None      None      None      None      None      None
  Exchange fees:
    -- On first four exchanges each year............     None      None      None      None      None      None      None      None
    -- On each additional exchange..................    $7.50     $7.50     $7.50     $7.50     $7.50     $7.50     $7.50     $7.50

ANNUAL FUND OPERATING EXPENSES
 (AS A % OF AVERAGE NET ASSETS):
  Investment management and administration fees.....        %         %         %         %         %         %         %         %
  12b-1 distribution and service fees...............    0.35%     1.00%     0.35%     1.00%     0.35%     1.00%     0.35%     1.00%
  Other expenses....................................        %         %         %         %         %         %         %         %
                                                      -------   -------   -------   -------   -------   -------   -------   -------
  Total Fund Operating Expenses.....................        %         %         %         %         %         %         %         %
                                                      -------   -------   -------   -------   -------   -------   -------   -------
</TABLE>
    

   
<TABLE>
<CAPTION>
                                                          GT GLOBAL           GT GLOBAL       GT GLOBAL AMERICA       GT GLOBAL
                                                            JAPAN           AMERICA SMALL                              AMERICA
                                                           GROWTH            CAP GROWTH            GROWTH               VALUE
                                                            FUND                FUND                FUND                FUND
                                                      -----------------   -----------------   -----------------   -----------------
                                                      CLASS A   CLASS B   CLASS A   CLASS B   CLASS A   CLASS B   CLASS A   CLASS B
                                                      -------   -------   -------   -------   -------   -------   -------   -------
<S>                                                   <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
SHAREHOLDER TRANSACTION COSTS*:
  Maximum sales charge on purchases
   (% of offering price)............................    4.75%      None     4.75%      None     4.75%      None     4.75%      None
  Sales charges on reinvested distributions.........     None      None      None      None      None      None      None      None
  Deferred sales charges............................     None     5.00%      None     5.00%      None     5.00%      None     5.00%
  Redemption charges................................     None      None      None      None      None      None      None      None
  Exchange fees:
    -- On first four exchanges each year............     None      None      None      None      None      None      None      None
    -- On each additional exchange..................    $7.50     $7.50     $7.50     $7.50     $7.50     $7.50     $7.50     $7.50

ANNUAL FUND OPERATING EXPENSES
 (AS A % OF AVERAGE NET ASSETS):
  Investment management and administration fees.....        %         %         %         %         %         %         %         %
  12b-1 distribution and service fees...............    0.35%     1.00%     0.35%     1.00%     0.35%     1.00%     0.35%     1.00%
  Other expenses....................................        %         %         %         %         %         %         %         %
                                                      -------   -------   -------   -------   -------   -------   -------   -------
  Total Fund Operating Expenses.....................        %         %         %         %         %         %         %         %
                                                      -------   -------   -------   -------   -------   -------   -------   -------
</TABLE>
    

- --------------
   
*   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."
    

   
+   The Funds 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    % for Worldwide Growth Fund,
       % for International Growth Fund,    % for New Pacific Growth Fund,    %
    for Europe Growth Fund,    % for Japan Growth Fund,    % for America Growth
    Fund,    % for America Small Cap Fund and    % for America Value Fund.
    

                               Prospectus Page 8
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                               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   5 YEARS   10 YEARS
                                                                                   ------   -------   -------   --------
  GT Global Worldwide Growth Fund
<S>                                                                                <C>      <C>       <C>       <C>
      Class A shares (1).........................................................     $      $            $          $
      Class B shares
        Assuming a complete redemption at end of period (2)......................
        Assuming no redemption...................................................
  GT Global International Growth Fund
      Class A shares (1).........................................................
      Class B shares
        Assuming a complete redemption at end of period (2)......................
        Assuming no redemption...................................................
  GT Global New Pacific Growth Fund
      Class A shares (1).........................................................
      Class B shares
        Assuming a complete redemption at end of period (2)......................
        Assuming no redemption...................................................
  GT Global Europe Growth Fund
      Class A shares (1).........................................................
      Class B shares
        Assuming a complete redemption at end of period (2)......................
        Assuming no redemption...................................................
  GT Global Japan Growth Fund
      Class A shares (1).........................................................
      Class B shares
        Assuming a complete redemption at end of period (2)......................
        Assuming no redemption...................................................
  GT Global America Small Cap Growth Fund
      Class A shares (1).........................................................
      Class B shares
        Assuming a complete redemption at end of period (2)......................
        Assuming no redemption...................................................
  GT Global America Growth Fund
      Class A shares (1).........................................................
      Class B shares
        Assuming a complete redemption at end of period (2)......................
        Assuming no redemption...................................................
  GT Global America Value Fund
      Class A shares (1).........................................................
      Class B shares
        Assuming a complete redemption at end of period (2)......................
        Assuming no redemption...................................................
</TABLE>
    

- --------------
(1) Assumes payment of maximum sales charge by the investor.

   
(2) Assumes deduction of applicable contingent deferred sales charge.
    

   
++  THESE TABLES ARE INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE VARIOUS
    COSTS AND EXPENSES ASSOCIATED WITH INVESTING IN THE FUNDS. Expenses are
    based on the Funds' fiscal years ended December 31, 1995. 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" include custody, transfer agent, legal, audit and other operating
    expenses. See "Management" herein and the Statement of Additional
    Information for more information. THE "HYPOTHETICAL EXAMPLE" SET FORTH ABOVE
    IS NOT A REPRESENTATION OF PAST OR FUTURE EXPENSES; EACH FUND'S ACTUAL
    EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN. The above tables and the
    assumption in the Hypothetical 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.
    

                               Prospectus Page 9
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                              FINANCIAL HIGHLIGHTS

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

   
The tables below provide condensed information concerning income and capital
changes for one share of each Fund for the periods shown. This information is
supplemented by the financial statements and accompanying notes appearing in the
Statement of Additional Information. The financial statements and notes for the
Worldwide Fund, the International Fund, the Pacific Fund, the Europe Fund, the
America Fund and the Japan Fund for the fiscal year ended December 31, 1995, and
the financial statements and notes for the America Small Cap Fund and the
America Value Fund for the period October 18, 1995 (commencement of operations)
to December 31, 1995, have been audited by Coopers & Lybrand L.L.P., independent
accountants, whose reports thereon appear in the Statement of Additional
Information. Information presented below for the periods ended December 31, 1991
and prior thereto was audited by other auditors, which served as the Funds'
independent certified public accountants for those periods.
    

   
                        GT GLOBAL WORLDWIDE GROWTH FUND
    

   
<TABLE>
<CAPTION>
                                                         CLASS A+
                           --------------------------------------------------------------------
                                                 YEAR ENDED DECEMBER 31,
                           --------------------------------------------------------------------
                             1995        1994        1993*       1992        1991        1990
                           ---------   ---------   ---------   ---------   ---------   --------
<S>                        <C>         <C>         <C>         <C>         <C>         <C>
Per Share Operating
 Performance:
Net asset value,
 beginning of period.....               $17.47      $14.47      $14.07      $11.83     $13.63
                           ---------   ---------   ---------   ---------   ---------   --------
Net investment income
 (loss)..................                (0.00)       0.04        0.07        0.10       0.11
Net realized and
 unrealized gain (loss)
 on
 investments.............                (1.16)       3.92        0.39        2.29      (1.82)
                           ---------   ---------   ---------   ---------   ---------   --------
Net increase (decrease)
 in net asset value
 resulting from
 investment operations...                (1.16)       3.96        0.46        2.39      (1.71)
                           ---------   ---------   ---------   ---------   ---------   --------
Distributions:
  Net investment
   income................                (0.00)      (0.00)      (0.00)      (0.15)     (0.09)
  Net realized gain on
   investments...........                (0.78)      (0.96)      (0.06)      (0.00)     (0.00)
                           ---------   ---------   ---------   ---------   ---------   --------
    Total
     distributions.......                (0.78)      (0.96)      (0.06)      (0.15)     (0.09)
                           ---------   ---------   ---------   ---------   ---------   --------
Net asset value, end of
 period..................               $15.53      $17.47      $14.47      $14.07     $11.83
                           ---------   ---------   ---------   ---------   ---------   --------
                           ---------   ---------   ---------   ---------   ---------   --------
Total investment return
 (c).....................                (6.65)%      27.6%        3.3%       20.3%    (12.5)%
                           ---------   ---------   ---------   ---------   ---------   --------
                           ---------   ---------   ---------   ---------   ---------   --------

Ratios and supplemental
 data:
Net assets, end of period
 (in 000's)..............              $182,467    $193,997    $141,310    $126,868    $85,894
Ratio of net investment
 income (loss) to average
 net assets..............                (0.01)%       0.9%        0.5%        0.8%       0.7%
Ratio of expenses to
 average net assets
  With expense
   reduction.............                 1.81%        1.9%        2.1%        2.0%       2.1%
  Without expense
   reductions............                 1.84%         --%(d)      --%(d)      --%(d)     --%(d)
Portfolio turnover
 rate+++.................                   86%         92%         95%        122%       107%
<FN>
- ------------------
+    All capital shares issued and outstanding as of March 31, 1993, were
     reclassified as Class A shares.
++   Commencing April 1, 1993, the Fund began offering Class B shares.
+++  Portfolio turnover is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares issued.
*    Calculated based upon weighted average shares outstanding during the
     period.
(a)  Not annualized.
(b)  Annualized.
(c)  Total investment return does not include sales charges.
(d)  Calculation of "Ratio of expenses to average net assets" was made without
     considering the effect of expense reduction, if any.
</TABLE>
    

                               Prospectus Page 10
<PAGE>
                             GT GLOBAL EQUITY FUNDS

   
                  GT GLOBAL WORLDWIDE GROWTH FUND (CONTINUED)
    

   
<TABLE>
<CAPTION>
                                        CLASS A+                              CLASS B++
                           -----------------------------------   -----------------------------------
                                                 JUNE 9, 1987
                                                 (COMMENCEMENT
                                                      OF
                           YEAR ENDED DECEMBER    OPERATIONS)    YEAR ENDED DECEMBER   APRIL 1, 1993
                                   31,              THROUGH              31,                TO
                           -------------------   DECEMBER 31,    -------------------   DECEMBER 31,
                             1989       1988         1987          1995       1994         1993*
                           --------   --------   -------------   --------   --------   -------------
<S>                        <C>        <C>        <C>             <C>        <C>        <C>
Per Share Operating
 Performance:
Net asset value,
 beginning of period.....  $10.18      $8.84        $10.00                  $17.39        $15.67
                           --------   --------   -------------   --------   --------   -------------
Net investment income
 (loss)..................   (0.01)      0.02         (0.05)                  (0.11)        (0.04)
Net realized and
 unrealized gain (loss)
 on investments..........    3.82       1.42         (1.11)                  (1.16)         2.72
                           --------   --------   -------------   --------   --------   -------------
Net increase (decrease)
 in net asset value
 resulting from
 investment operations...    3.81       1.44         (1.16)                  (1.27)         2.68
                           --------   --------   -------------   --------   --------   -------------
Distributions:
  Net investment
   income................   (0.00)     (0.00)        (0.00)                  (0.00)        (0.00)
  Net realized gain on
   investments...........   (0.36)     (0.10)        (0.00)                  (0.78)        (0.96)
                           --------   --------   -------------   --------   --------   -------------
    Total
     distributions.......   (0.36)     (0.10)        (0.00)                  (0.78)        (0.96)
                           --------   --------   -------------   --------   --------   -------------
Net asset value, end of
 period..................  $13.63     $10.18         $8.84                  $15.34        $17.39
                           --------   --------   -------------   --------   --------   -------------
                           --------   --------   -------------   --------   --------   -------------
Total investment return
 (c).....................    37.6%      16.3%       (11.60)%(a)              (7.32)%        17.3%(a)
                           --------   --------   -------------   --------   --------   -------------
                           --------   --------   -------------   --------   --------   -------------

Ratios and supplemental
 data:
Net assets, end of period
 (in 000's)..............  $38,263    $11,673       $6,570                  $52,567      $20,592
Ratio of net investment
 income (loss) to average
 net assets..............    (0.1)%      0.2%         (1.4)%(b)              (0.66)%        (0.4)%(b)
Ratio of expenses to
 average net assets
  With expense
   reduction.............     2.0%       2.0%          2.8%(b)                2.46%          2.5%(b)
  Without expense
   reduction.............      --%(d)     --%(d)        --%(d)         %      2.49%(d)        --%(d)
Portfolio turnover
 rate+++.................      91%       181%          271%                     86%           92%
</TABLE>
    

- --------------
+   All capital shares issued and outstanding as of March 31, 1993, were
    reclassified as Class A shares.

++  Commencing April 1, 1993, the Fund began offering Class B shares.

+++ Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.

*   Calculated based upon weighted average shares outstanding during the period.

(a) Not annualized.

(b) Annualized.

(c) Total investment return does not include sales charges.

   
(d) Calculation of "Ratio of expenses to average net assets" was made without
    considering the effect of expense reduction, if any.
    

                               Prospectus Page 11
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                      GT GLOBAL INTERNATIONAL GROWTH FUND

   
<TABLE>
<CAPTION>
                                                                               CLASS A+
                                          ----------------------------------------------------------------------------------
                                                                       YEAR ENDED DECEMBER 31,
                                          ----------------------------------------------------------------------------------
                                            1995         1994          1993*           1992           1991           1990
                                          ---------   ----------     ----------     ----------     ----------     ----------
<S>                                       <C>         <C>            <C>            <C>            <C>            <C>
Per Share Operating Performance:
Net asset value, beginning of period....                  $11.02          $8.21          $8.74          $7.82          $9.25
                                          ---------   ----------     ----------     ----------     ----------     ----------
Net investment income (loss)............                   (0.04)          0.03           0.11           0.14           0.10
Net realized and unrealized gain (loss)
 on investments.........................                   (0.82)          2.78          (0.62)          0.89          (1.42)
                                          ---------   ----------     ----------     ----------     ----------     ----------
Net increase (decrease) in net asset
 value resulting from investment
 operations.............................                   (0.86)          2.81          (0.51)          1.03          (1.32)
                                          ---------   ----------     ----------     ----------     ----------     ----------
Distributions:
  Net investment income.................                   (0.04)         (0.00)         (0.02)         (0.11)         (0.11)
  Net realized gain on investments......                   (0.95)         (0.00)         (0.00)         (0.00)         (0.00)
                                          ---------   ----------     ----------     ----------     ----------     ----------
      Total distributions...............                   (0.99)         (0.00)         (0.02)         (0.11)         (0.11)
                                          ---------   ----------     ----------     ----------     ----------     ----------
Net asset value, end of period..........                   $9.17         $11.02          $8.21          $8.74          $7.82
                                          ---------   ----------     ----------     ----------     ----------     ----------
                                          ---------   ----------     ----------     ----------     ----------     ----------
Total investment return***..............                   (7.78)%         34.2%          (5.8)%         13.2%         (14.3)%
                                          ---------   ----------     ----------     ----------     ----------     ----------
                                          ---------   ----------     ----------     ----------     ----------     ----------

Ratios and supplemental data:
Net assets, end of period (in 000's)....              $  430,701     $  523,397     $  421,693     $  463,851     $  343,949
Ratio of net investment income (loss) to
 average net assets.....................                   (0.04)%          0.3%           1.2%           1.5%           1.4%
Ratio of expenses to average net assets
  With expense reduction................                    1.70%           1.8%           1.9%           1.9%           1.9%
  Without expense reduction.............                    1.75%            --%(c)         --%(c)         --%(c)         --%(c)
Portfolio turnover rate++...............                      96%            90%            89%            83%            58%
</TABLE>
    

- --------------
+   Commencing April 1, 1993, the Fund began offering Class B shares. All
    capital shares issued and outstanding as of March 31, 1993 were reclassified
    as Class A shares.

++  Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.

*   Calculated based upon weighted average shares outstanding during the year.

**  The per share data reflects a 3 for 1 stock split effective August 14, 1989.

*** Total investment return does not reflect the maximum sales charge on
    purchases of Class A shares and the contingent deferred sales charge imposed
    on certain redemptions of Class B shares.

(a) Not annualized.

(b) Annualized.

   
(c) Calculation of "Ratio of expenses to average net assets" was made without
    considering the effect of expense reduction, if any.
    

                               Prospectus Page 12
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                GT GLOBAL INTERNATIONAL GROWTH FUND (CONTINUED)

   
<TABLE>
<CAPTION>
                                                      CLASS A+                                         CLASS B+
                                ----------------------------------------------------     -------------------------------------
                                                                                                                     APRIL 1,
                                                                                         YEAR ENDED DECEMBER 31,       1993
                                              YEAR ENDED DECEMBER 31,                                                   TO
                                ----------------------------------------------------     -----------------------     DECEMBER
                                  1989**        1988**        1987**        1986**         1995          1994        31, 1993*
                                ----------     ---------     ---------     ---------     ---------     ---------     ---------
<S>                             <C>            <C>           <C>           <C>           <C>           <C>           <C>
Per Share Operating
 Performance:
Net asset value, beginning of
 period.......................       $6.77         $5.71         $6.13         $4.16                      $10.98       $8.74
                                ----------     ---------     ---------     ---------     ---------     ---------     ---------
Net investment income
 (loss).......................        0.01         (0.01)        (0.01)        (0.05)                      (0.10)      (0.01)
Net realized and unrealized
 gain (loss) on investments...        2.60          1.12          0.35          2.22                       (0.82)       2.25
                                ----------     ---------     ---------     ---------     ---------     ---------     ---------
Net increase (decrease) in net
 asset value resulting from
 investment operations........        2.61          1.11          0.34          2.17                       (0.92)       2.24
                                ----------     ---------     ---------     ---------     ---------     ---------     ---------
Distributions:
  Net investment income.......       (0.00)        (0.00)        (0.00)        (0.00)                      (0.04)      (0.00)
  Net realized gain on
   investments................       (0.13)        (0.05)        (0.76)        (0.20)                      (0.95)      (0.00)
                                ----------     ---------     ---------     ---------     ---------     ---------     ---------
      Total distributions.....       (0.13)        (0.05)        (0.76)        (0.20)                      (0.99)      (0.00)
                                ----------     ---------     ---------     ---------     ---------     ---------     ---------
Net asset value, end of
 period.......................       $9.25         $6.77         $5.71         $6.13                       $9.07      $10.98
                                ----------     ---------     ---------     ---------     ---------     ---------     ---------
                                ----------     ---------     ---------     ---------     ---------     ---------     ---------
Total investment return***....        38.6%         19.4%          6.2%         53.7%                      (8.36)%      25.6%(a)
                                ----------     ---------     ---------     ---------     ---------     ---------     ---------
                                ----------     ---------     ---------     ---------     ---------     ---------     ---------

Ratios and supplemental data:
Net assets, end of period (in
 000's).......................  $  136,975     $  29,792     $  17,178     $  12,052                   $  71,794     $30,745
Ratio of net investment income
 (loss) to average net
 assets.......................         0.1%         (0.2)%        (0.3)%        (0.9)%                     (0.69)%      (0.4)%(b)
Ratio of expenses to average
 net assets
  With expense reduction......         1.9%          2.1%          1.9%          1.9%                       2.35%        2.4%(b)
  Without expense reduction...          --%(c)        --%(c)        --%(c)        --%(c)        %           2.40%(c)      --%(c)
Portfolio turnover rate++.....          82%          115%          198%          122%                         96%         90%
</TABLE>
    

- --------------
+   Commencing April 1, 1993, the Fund began offering Class B shares. All
    capital shares issued and outstanding as of March 31, 1993 were reclassified
    as Class A shares.

++  Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.

*   Calculated based upon weighted average shares outstanding during the year.

**  The per share data reflects a 3 for 1 stock split effective August 14, 1989.

*** Total investment return does not reflect the maximum sales charge on
    purchases of Class A shares and the contingent deferred sales charge imposed
    on certain redemptions of Class B shares.

(a) Not annualized.

(b) Annualized.

   
(c) Calculation of "Ratio of expenses to average net assets" was made without
    considering the effect of expense reduction, if any.
    

                               Prospectus Page 13
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                       GT GLOBAL NEW PACIFIC GROWTH FUND

   
<TABLE>
<CAPTION>
                                                                         CLASS A+
                                -------------------------------------------------------------------------------------------
                                                                  YEAR ENDED DECEMBER 31,
                                -------------------------------------------------------------------------------------------
                                   1995            1994            1993            1992            1991            1990
                                -----------     -----------     -----------     -----------     -----------     -----------
<S>                             <C>             <C>             <C>             <C>             <C>             <C>
Per Share Operating
 Performance:
Net asset value, beginning of
 period.......................                       $15.86          $10.31          $11.30          $10.57          $12.61
                                -----------     -----------     -----------     -----------     -----------     -----------
Net investment income
 (loss).......................                         0.02           (0.03)           0.07            0.11            0.13
Net realized and unrealized
 gain (loss) on
 investments..................                        (3.15)           6.23           (0.97)           1.25           (1.51)
                                -----------     -----------     -----------     -----------     -----------     -----------
Net increase (decrease) in net
 asset value resulting from
 investment operations........                        (3.13)           6.20           (0.90)           1.36           (1.38)
                                -----------     -----------     -----------     -----------     -----------     -----------
Distributions:
  Net investment income.......                        (0.01)          (0.00)          (0.06)          (0.08)          (0.12)
  Net realized gain on
   investments................                        (0.55)          (0.65)          (0.03)          (0.55)          (0.54)
  In excess of net realized
   gain on investments........                        (0.07)
                                -----------     -----------     -----------     -----------     -----------     -----------
    Total distributions.......                        (0.63)          (0.65)          (0.09)          (0.63)          (0.66)
                                -----------     -----------     -----------     -----------     -----------     -----------
Net asset value, end of
 period.......................                       $12.10          $15.86          $10.31          $11.30          $10.57
                                -----------     -----------     -----------     -----------     -----------     -----------
                                -----------     -----------     -----------     -----------     -----------     -----------
Total investment return**.....                       (19.73)%          60.6%           (8.0)%          13.1%          (11.0)%
                                -----------     -----------     -----------     -----------     -----------     -----------
                                -----------     -----------     -----------     -----------     -----------     -----------

Ratio and supplemental data:
Net assets, end of period (in
 000's).......................                  $   404,680     $   498,898     $   281,418     $   333,800     $   234,793
Ratio of net investment income
 (loss) to average net
 assets.......................                         0.11%           (0.3)%           0.6%            1.0%            1.1%
Ratio of expenses to average
 net assets
  With expense reductions.....                                          1.9%            2.0%            2.0%            2.1%
  Without expense
   reductions.................           %               %(c)            %(c)            %(c)            %(c)            %(c)
Portfolio turnover rate++.....                           87%            117%             72%             85%             75%
</TABLE>
    

- --------------
+   Commencing April 1, 1993, the Fund began offering Class B shares. All
    capital shares issued and outstanding as of March 31, 1993 were reclassified
    as Class A shares.

++  Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.

*   The per share data reflects a 2 for 1 stock split effective August 14, 1989.

**  Total investment return does not reflect the maximum sales charge on
    purchases of Class A shares and the contingent deferred sales charge imposed
    on certain redemptions of Class B shares.

(a) Not annualized.

(b) Annualized.

   
(c) Calculation of "Ratio of expenses to average net assets" was made without
    considering the effect of expense reduction, if any.
    

                               Prospectus Page 14
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                 GT GLOBAL NEW PACIFIC GROWTH FUND (CONTINUED)

   
<TABLE>
<CAPTION>
                                                 CLASS A+                                               CLASS B+
                        ----------------------------------------------------------     ------------------------------------------
                                                                                                                        APRIL 1,
                                                                                         YEAR ENDED DECEMBER 31,          1993
                                         YEAR ENDED DECEMBER 31,                                                           TO
                        ----------------------------------------------------------     ---------------------------      DECEMBER
                           1989*          1988*           1987*           1986*           1995            1994          31, 1993
                        -----------     ----------     -----------     -----------     -----------     -----------     ----------
<S>                     <C>             <C>            <C>             <C>             <C>             <C>             <C>
Per Share Operating
 Performance:
Net asset value,
 beginning of
 period...............        $8.74          $7.25          $14.98           $8.82                          $15.79       $11.27
                        -----------     ----------     -----------     -----------     -----------     -----------     ----------
Net investment income
 (loss)...............        (0.01)          0.01           (0.01)          (0.05)                          (0.06)       (0.10)
Net realized and
 unrealized gain
 (loss) on
 investments..........         4.21           1.66            0.51            6.22                           (3.15)        5.27
                        -----------     ----------     -----------     -----------     -----------     -----------     ----------
Net increase
 (decrease) in net
 asset value resulting
 from investment
 operations...........         4.20           1.67            0.50            6.17                           (3.21)        5.17
                        -----------     ----------     -----------     -----------     -----------     -----------     ----------
Distributions:
  Net investment
   income.............        (0.00)         (0.00)          (0.00)          (0.01)                          (0.00)       (0.00)
  Net realized gain on
   investments and
   foreign currency...        (0.33)         (0.18)          (8.23)          (0.00)                          (0.55)       (0.65)
  In excess of net
   realized gain on
   investments........                                                                                       (0.07)
                        -----------     ----------     -----------     -----------     -----------     -----------     ----------
    Total
     distributions....        (0.33)         (0.18)          (8.23)          (0.01)                          (0.62)       (0.65)
                        -----------     ----------     -----------     -----------     -----------     -----------     ----------
Net asset value, end
 of period............       $12.61          $8.74           $7.25          $14.98                          $11.96       $15.79
                        -----------     ----------     -----------     -----------     -----------     -----------     ----------
                        -----------     ----------     -----------     -----------     -----------     -----------     ----------
Total investment
 return**.............         48.1%          23.2%            5.7%           69.9%                         (20.30)%       46.3%(a)
                        -----------     ----------     -----------     -----------     -----------     -----------     ----------
                        -----------     ----------     -----------     -----------     -----------     -----------     ----------

Ratio and supplemental
 data:
Net assets, end of
 period (in 000's)....  $   170,071     $   56,342     $   642,969     $   648,157                     $   120,171     $ 72,122
Ratio of net
 investment income
 (loss) to
 average net assets...         (0.1)%          0.0%           (0.2)%          (0.5)%                         (0.54)%       (0.9)%(b)
Ratio of expenses to
 average
 net assets
  With expense
   reductions.........          2.0%           2.2%            1.9%            1.4%                           2.46%         2.5%(b)
  Without expense
   reductions.........           %(c)           %(c)            %(c)            %(c)            %               %(c)           %(c)
Portfolio turnover
 rate++...............           70%           107%            215%            229%                             87%         117%
</TABLE>
    

- --------------
+   Commencing April 1, 1993, the Fund began offering Class B shares. All
    capital shares issued and outstanding as of March 31, 1993 were reclassified
    as Class A shares.

++  Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.

*   The per share data reflects a 2 for 1 stock split effective August 14, 1989.

**  Total investment return does not reflect the maximum sales charge on
    purchases of Class A shares and the contingent deferred sales charge imposed
    on certain redemptions of Class B shares.

(a) Not annualized.

(b) Annualized.

   
(c) Calculation of "Ratio of expenses to average net assets" was made without
    considering the effect of expense reduction, if any.
    

                               Prospectus Page 15
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                          GT GLOBAL EUROPE GROWTH FUND

   
<TABLE>
<CAPTION>
                                                                          CLASS A+
                              -------------------------------------------------------------------------------------------------
                                                                   YEAR ENDED DECEMBER 31,
                              -------------------------------------------------------------------------------------------------
                                  1995             1994*           1993*           1992*            1991              1990
                              -------------     -----------     -----------     -----------     -------------     -------------
<S>                           <C>               <C>             <C>             <C>             <C>               <C>
Per Share Operating
 Performance:
Net asset value, beginning
 of period..................                         $10.84           $8.51           $9.59             $9.33            $10.94
                              -------------     -----------     -----------     -----------     -------------     -------------
Net investment income.......                           0.06            0.05            0.11***           0.21              0.10
Net realized and unrealized
 gain (loss) on investments
 and foreign currency.......                          (0.69)           2.36           (1.19)             0.19             (1.71)
                              -------------     -----------     -----------     -----------     -------------     -------------
Net increase (decrease) in
 net asset value resulting
 from investment
 operations.................                          (0.63)           2.41           (1.08)             0.40             (1.61)
                              -------------     -----------     -----------     -----------     -------------     -------------
Distributions:
  Net investment income.....                          (0.05)          (0.06)          (0.00)            (0.14)            (0.00)
  In excess of net
   investment income........                          (0.00)          (0.02)          (0.00)            (0.00)            (0.00)
  In excess of net realized
   gain on
   investments..............                          (0.13)          (0.00)          (0.00)            (0.00)            (0.00)
                              -------------     -----------     -----------     -----------     -------------     -------------
      Total distributions...                          (0.18)          (0.08)          (0.00)            (0.14)            (0.00)
                              -------------     -----------     -----------     -----------     -------------     -------------
Net asset value, end of
 year.......................                         $10.03          $10.84           $8.51             $9.59             $9.33
                              -------------     -----------     -----------     -----------     -------------     -------------
                              -------------     -----------     -----------     -----------     -------------     -------------
Total investment
 return****.................                          (5.80)%          28.3%          (11.3)%             4.3%            (14.7)%
                              -------------     -----------     -----------     -----------     -------------     -------------
                              -------------     -----------     -----------     -----------     -------------     -------------

Ratios and supplemental
 data:
Net assets, end of period
 (in 000's).................                       $646,313        $854,701        $781,607        $1,211,709        $1,428,677
Ratio of net investment
 income (loss) to average
 net assets.................                           0.61%            0.6%            1.2%***           1.7%              1.1%
Ratio of expenses to average
 net assets
  With expense reductions...                           1.73%            1.9%            2.0%***           1.8%              1.9%
  Without expense
   reduction................             %             1.81%(c)          --%(c)          --%(c)            --%(c)            --%(c)
Portfolio turnover rate++...                             91%             67%             65%               55%               34%
</TABLE>
    

- ------------------
+     Commencing April 1, 1993, the Fund began offering Class B shares. All
     capital shares issued and outstanding as of March 31, 1993 were
     reclassified as Class A shares.

++    Portfolio turnover is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares issued.

   
*     Calculated based upon weighted average shares outstanding during the year.
    

**    The per share data reflects a 2 for 1 stock split effective August 14,
     1989.

***   Includes reimbursement by LGT Asset Management of Fund operating expenses
     of less than one cent per share. Without such reimbursement, the ratio of
     expenses to average net assets would have been 2.1% and the ratio of net
     investment income to average net assets would have been 1.2%.

****  Total investment return does not reflect the maximum sales charge on
     purchases of Class A shares and the contingent deferred sales charge
     imposed on certain redemptions of Class B shares.

(a)   Not annualized.

(b)   Annualized.

   
(c)   Calculation of "Ratio of expenses to average net assets" was made without
     considering the effect of expense reduction, if any.
    

                               Prospectus Page 16
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                    GT GLOBAL EUROPE GROWTH FUND (CONTINUED)

   
<TABLE>
<CAPTION>
                                                    CLASS A+                                            CLASS B+
                             ------------------------------------------------------     ----------------------------------------
<S>                          <C>             <C>           <C>            <C>           <C>            <C>            <C>
                                                                                                                       APRIL 1,
                                                                                         YEAR ENDED DECEMBER 31,         1993
                                            YEAR ENDED DECEMBER 31,                                                       TO
                             ------------------------------------------------------     -------------------------      DECEMBER
                               1989**         1988**         1987**        1986**          1995          1994*        31, 1993*
                             -----------     ---------     ----------     ---------     ----------     ----------     ----------
Per Share Operating
 Performance:
Net asset value, beginning
 of period.................        $7.77       $7.76            $9.62       $6.82                          $10.79        $9.02
                             -----------     ---------     ----------     ---------     ----------     ----------     ----------
Net investment income
 (loss)....................        (0.02)      (0.07)           (0.00)+++   (0.03)+++                       (0.00)        0.00
Net realized and unrealized
 gain (loss) on investments
 and foreign currency......         3.19        0.87             0.57        2.83                           (0.69)        1.85
                             -----------     ---------     ----------     ---------     ----------     ----------     ----------
Net increase (decrease) in
 net asset value resulting
 from investment
 operations................         3.17        0.80             0.57        2.80                           (0.69)        1.85
                             -----------     ---------     ----------     ---------     ----------     ----------     ----------
Distributions:
  Net investment income....        (0.00)      (0.00)           (0.00)      (0.00)                          (0.00)       (0.06)
  In excess of net
   investment income.......                                                                                 (0.00)       (0.02)
  Net realized gain on
   investments.............        (0.00)      (0.79)           (2.43)      (0.00)
  In excess of net realized
   gain on investments.....                                                                                 (0.13)       (0.00)
                             -----------     ---------     ----------     ---------     ----------     ----------     ----------
      Total
       distributions.......        (0.00)      (0.79)           (2.43)      (0.00)                          (0.13)       (0.08)
                             -----------     ---------     ----------     ---------     ----------     ----------     ----------
Net asset value, end of
 period....................       $10.94       $7.77            $7.76       $9.62                           $9.97       $10.79
                             -----------     ---------     ----------     ---------     ----------     ----------     ----------
                             -----------     ---------     ----------     ---------     ----------     ----------     ----------
Total investment
 return****................         40.7%       11.1%             6.6%       41.0%                          (6.38)%       20.5%(a)
                             -----------     ---------     ----------     ---------     ----------     ----------     ----------
                             -----------     ---------     ----------     ---------     ----------     ----------     ----------

Ratios and supplemental
 data:
Net assets, end of period
 (in 000's)................  $   382,428     $ 8,376       $   10,227     $ 9,809                      $   81,602     $ 34,048
Ratio of net investment
 income (loss) to average
 net assets................         (0.6)%      (1.0)%          (0.00)%+++    (0.4)%+++                     (0.04)%       (0.1)%(b)
Ratio of expenses to
 average
 net assets
  With expense
   reductions..............          1.9%          3.6%           2.0%+++       2.0%+++                      2.38%         2.6%(b)
  Without expense
   reductions..............           --%(c)        --%(c)         --%(c)        --%(c)         %            2.46%(c)       --%(c)
Portfolio turnover
 rate++....................           43%          153%           193%          102%                           91%          67%
</TABLE>
    

- ------------------
+     Commencing April 1, 1993, the Fund began offering Class B shares. All
     capital shares issued and outstanding as of March 31, 1993 were
     reclassified as Class A shares.

++    Portfolio turnover is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares issued.

   
+++   Includes waivers of investment management and administration fees and
     partial reimbursement of operating expenses by LGT Asset Management.
    

*     Calculated based upon weighted average shares outstanding during the year.

**    The per share data reflects a 2 for 1 stock split effective August 14,
     1989.

***   Includes reimbursement by LGT Asset Management of Fund operating expenses
     of less than one cent per share. Without such reimbursement, the ratio of
     expenses to average net assets would have been 2.1% and the ratio of net
     investment income to average net assets would have been 1.2%.

****  Total investment return does not reflect the maximum sales charge on
     purchases of Class A shares and the contingent deferred sales charge
     imposed on certain redemptions of Class B shares.

(a)   Not annualized.

(b)   Annualized.

   
(c)   Calculation of "Ratio of expenses to average net assets" was made without
     considering the effect of expense reduction, if any.
    

                               Prospectus Page 17
<PAGE>
                             GT GLOBAL EQUITY FUNDS

   
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
    

   
<TABLE>
<CAPTION>
                                                                       CLASS A                        CLASS B
                                                             ----------------------------   ----------------------------
<S>                                                          <C>                            <C>
                                                                   OCTOBER 18, 1995               OCTOBER 18, 1995
                                                             (COMMENCEMENT OF OPERATIONS)   (COMMENCEMENT OF OPERATIONS)
                                                              THROUGH DECEMBER 31, 1995      THROUGH DECEMBER 31, 1995
                                                             ----------------------------   ----------------------------
Per Share Operating Performance:
Net asset value, beginning of year.........................             $                              $
                                                                       -------                        -------
Net investment income (loss)...............................
Net realized and unrealized gain (loss) on investments.....
                                                                       -------                        -------
Net increase (decrease) in net asset value resulting from
 investment operations.....................................
                                                                       -------                        -------
Distributions:
  Net investment income....................................
  Net realized gain on investments.........................
                                                                       -------                        -------
    Total distributions....................................
                                                                       -------                        -------
Net asset value, end of year...............................             $                              $
                                                                       -------                        -------
Total investment return*(c)................................                   %(a)                           %(a)
                                                                       -------                        -------
Ratios and supplemental data:
Net assets, end of period (in 000's).......................             $                              $
Ratio of net investment income (loss) to average net
 assets....................................................                   %(b)                           %(b)
Ratio of expenses to average net assets
  With expense reductions..................................                   %(b)                           %(b)
  Without expense reductions...............................                   %                              %
Portfolio turnover rate+...................................                   %                              %
</TABLE>
    

- ------------------
   
+   Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.
    

   
*   Total investment return does not reflect the maximum sales charge on
    purchases of Class A shares and the contingent deferred sales charge imposed
    on certain redemptions of Class B shares.
    

   
(a) Not annualized.
    

   
(b) Annualized.
    

   
(c) Total investment return does not include sales charges.
    

                               Prospectus Page 18
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                         GT GLOBAL AMERICA GROWTH FUND

   
<TABLE>
<CAPTION>
                                                                        CLASS A+
                                -----------------------------------------------------------------------------------------
                                                                 YEAR ENDED DECEMBER 31,
                                -----------------------------------------------------------------------------------------
                                   1995           1994(C)          1993            1992            1991           1990
                                -----------     -----------     -----------     -----------     ----------     ----------
<S>                             <C>             <C>             <C>             <C>             <C>            <C>
Per Share Operating
 Performance:
Net asset value, beginning of
 year.........................                       $17.17          $17.12          $14.13         $11.89         $12.84
                                -----------     -----------     -----------     -----------     ----------     ----------
Net investment income
 (loss).......................                         0.04           (0.21)          (0.11)          0.01          (0.01)
Net realized and unrealized
 gain (loss) on
 investments..................                         2.55            1.56            4.54           2.28          (0.94)
                                -----------     -----------     -----------     -----------     ----------     ----------
Net increase (decrease) in net
 asset value resulting from
 investment operations........                         2.59            1.35            4.43           2.29          (0.95)
                                -----------     -----------     -----------     -----------     ----------     ----------
Distributions:
  Net investment income.......                        (0.02)          (0.00)          (0.00)         (0.01)         (0.00)
  Net realized gain on
   investments................                        (2.05)          (1.30)          (1.44)         (0.04)         (0.00)
                                -----------     -----------     -----------     -----------     ----------     ----------
    Total distributions.......                        (2.07)          (1.30)          (1.44)         (0.05)         (0.00)
                                -----------     -----------     -----------     -----------     ----------     ----------
Net asset value, end of
 year.........................                       $17.69          $17.17          $17.12         $14.13         $11.89
                                -----------     -----------     -----------     -----------     ----------     ----------
                                -----------     -----------     -----------     -----------     ----------     ----------
Total investment return**
 (d)..........................                        15.69%            8.3%           31.7%          19.3%          (7.4)%
                                -----------     -----------     -----------     -----------     ----------     ----------
                                -----------     -----------     -----------     -----------     ----------     ----------
Ratios and supplemental data:
Net assets, end of period (in
 000's).......................                  $   196,937     $   116,468     $   166,712     $   88,041     $   65,413
Ratio of net investment income
 (loss) to average
 net assets...................                         0.17%           (0.7)%          (1.1)%          0.0%          (0.1)%
Ratio of expenses to average
 net assets
  With expense reductions.....                         1.58%            1.6%            1.8%           1.7%           2.0%
  Without expense
   reductions.................           %             1.58%(e)          --%(e)          --%(e)         --%(e)         --%(e)
Portfolio turnover rate++.....                          102%             92%            114%           156%           145%
</TABLE>
    

- --------------
+   Commencing April 1, 1993, the Fund began offering Class B shares. All
    capital shares issued and outstanding as of March 31, 1993 were reclassified
    as Class A shares.

++  Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.

*   Includes reimbursement by LGT Asset Management of Fund operating expenses of
    $0.11. Without such reimbursement, the ratio of expenses to average net
    assets would have been 3.3% and the ratio of net investment income to
    average net assets would have been (1.2)%.

**  Total investment return does not reflect the maximum sales charge on
    purchases of Class A shares and the contingent deferred sales charge imposed
    on certain redemptions of Class B shares.

(a) Not annualized.

(b) Annualized.

(c) The selected per share data were calculated based upon weighted average
    shares outstanding.

(d) Total investment return does not include sales charge.

   
(e) Calculation of "Ratio of expenses to average net assets" was made without
    considering the effect of expense reduction, if any.
    

                               Prospectus Page 19
<PAGE>
                             GT GLOBAL EQUITY FUNDS

   
                   GT GLOBAL AMERICA GROWTH FUND (CONTINUED)
    

   
<TABLE>
<CAPTION>
                                                             CLASS A+                                  CLASS B+
                                                -----------------------------------     --------------------------------------
                                                                           JUNE 9,
                                                                            1987
                                                                          (COMMENCEMENT                              APRIL 1,
                                                                             OF                                        1993
                                                     YEAR ENDED           OPERATIONS)   YEAR ENDED DECEMBER 31,         TO
                                                    DECEMBER 31,           THROUGH                                   DECEMBER
                                                ---------------------     DECEMBER      ------------------------        31,
                                                  1989        1988        31, 1987        1995         1994(C)         1993*
                                                ---------   ---------     ---------     ---------     ----------     ---------
<S>                                             <C>         <C>           <C>           <C>           <C>            <C>
Per Share Operating Performance:
Net asset value, beginning of year............      $8.76       $8.56      $10.00                         $17.09      $15.90
                                                ---------   ---------     ---------     ---------     ----------     ---------
Net investment income (loss)..................       0.10*      (0.40)      (0.19)                         (0.09)      (0.29)
Net realized and unrealized gain (loss) on
 investments..................................       4.65        1.35       (1.25)                          2.55        2.78
                                                ---------   ---------     ---------     ---------     ----------     ---------
Net increase (decrease) in net asset value
 resulting from investment operations.........       4.75        0.95       (1.44)                          2.46        2.49
                                                ---------   ---------     ---------     ---------     ----------     ---------
Distributions:
  Net investment income.......................      (0.10)      (0.00)      (0.00)                         (0.00)      (0.00)
  Net realized gain on investments............      (0.57)      (0.75)      (0.00)                         (2.05)      (1.30)
                                                ---------   ---------     ---------     ---------     ----------     ---------
    Total distributions.......................      (0.67)      (0.75)      (0.00)                         (2.05)      (1.30)
                                                ---------   ---------     ---------     ---------     ----------     ---------
Net asset value, end of year..................     $12.84       $8.76       $8.56                         $17.50      $17.09
                                                ---------   ---------     ---------     ---------     ----------     ---------
                                                ---------   ---------     ---------     ---------     ----------     ---------
Total investment return** (d).................       54.8%       11.1%      (14.4)%(a)                     15.06%       16.1%(a)
                                                ---------   ---------     ---------     ---------     ----------     ---------
                                                ---------   ---------     ---------     ---------     ----------     ---------
Ratios and supplemental data:
Net assets, end of period (in 000's)..........  $   9,930   $   1,548     $ 1,039                     $   80,060     $ 1,982
Ratio of net investment income (loss) to
 average
 net assets...................................        1.2%*      (4.7)%      (2.7)%(b)                     (0.48)%      (1.3)%(b)
Ratio of expenses to average
 net assets
  With expense reductions.....................        1.9%*       5.1%        3.8%(b)                       2.23%        2.2%(b)
  Without expense reductions..................         --%(e)        --%(e)      --%(e)        %(e)         2.23%(e)      --%(e)
Portfolio turnover rate++.....................        133%        184%        505%                           102%         92%
</TABLE>
    

- --------------
+   Commencing April 1, 1993, the Fund began offering Class B shares. All
    capital shares issued and outstanding as of March 31, 1993 were reclassified
    as Class A shares.

++  Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.

*   Includes reimbursement by LGT Asset Management of Fund operating expenses of
    $0.11. Without such reimbursement, the ratio of expenses to average net
    assets would have been 3.3% and the ratio of net investment income to
    average net assets would have been (1.2)%.

**  Total investment return does not reflect the maximum sales charge on
    purchases of Class A shares and the contingent deferred sales charge imposed
    on certain redemptions of Class B shares.

(a) Not annualized.

(b) Annualized.

(c) The selected per share data were calculated based upon weighted average
    shares outstanding.

(d) Total investment return does not include sales charge.

   
(e) Calculation of "Ratio of expenses to average net assets" was made without
    considering the effect of expense reduction, if any.
    

                               Prospectus Page 20
<PAGE>
                             GT GLOBAL EQUITY FUNDS

   
                          GT GLOBAL AMERICA VALUE FUND
    

   
<TABLE>
<CAPTION>
                                                                     CLASS A                        CLASS B
                                                           ----------------------------   ----------------------------
<S>                                                        <C>                            <C>
                                                                 OCTOBER 18, 1995               OCTOBER 18, 1995
                                                           (COMMENCEMENT OF OPERATIONS)   (COMMENCEMENT OF OPERATIONS)
                                                            THROUGH DECEMBER 31, 1995      THROUGH DECEMBER 31, 1995
                                                           ----------------------------   ----------------------------
Per Share Operating Performance:
Net asset value, beginning of year.......................             $                              $
                                                                     -------                        -------
Net investment income (loss).............................
Net realized and unrealized gain (loss) on investments...
                                                                     -------                        -------
Net increase (decrease) in net asset value resulting from
 investment operations...................................
                                                                     -------                        -------
Distributions:
  Net investment income..................................
  Net realized gain on investments.......................
                                                                     -------                        -------
    Total distributions..................................
                                                                     -------                        -------
Net asset value, end of year.............................             $                              $
                                                                     -------                        -------
Total investment return*(c)..............................                   %(a)                           %(a)
                                                                     -------                        -------
Ratios and supplemental data:
Net assets, end of period (in 000's).....................             $                              $
Ratio of net investment income (loss) to average net
 assets..................................................                   %(b)                           %(b)
Ratio of expenses to average net assets
  With expense reductions................................                   %(b)                           %(b)
  Without expense reductions.............................                   %                              %
Portfolio turnover rate+.................................                   %                              %
</TABLE>
    

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

   
+   Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.
    

   
*   Total investment return does not reflect the maximum sales charge on
    purchases of Class A shares and the contingent deferred sales charge imposed
    on certain redemptions of Class B shares.
    

   
(a) Not annualized.
    

   
(b) Annualized.
    

   
(c) Total investment return does not include sales charges.
    

                               Prospectus Page 21
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                          GT GLOBAL JAPAN GROWTH FUND

   
<TABLE>
<CAPTION>
                                                                                CLASS A+
                                          -------------------------------------------------------------------------------------
                                                                         YEAR ENDED DECEMBER 31,
                                          -------------------------------------------------------------------------------------
                                             1995           1994           1993          1992*           1991           1990
                                          ----------     ----------     ----------     ----------     ----------     ----------
<S>                                       <C>            <C>            <C>            <C>            <C>            <C>
Per Share Operating Performance:
Net asset value, beginning of period....                     $11.61          $8.70         $11.16         $11.48         $16.39
                                          ----------     ----------     ----------     ----------     ----------     ----------
Net investment income (loss)............                      (0.04)         (0.14)         (0.00)***      (0.09)         (0.05)++
Net realized and unrealized gain (loss)
 on investments.........................                       0.79           3.05          (2.40)         (0.23)         (4.60)
                                          ----------     ----------     ----------     ----------     ----------     ----------
Net increase (decrease) in net asset
 value resulting from investment
 operations.............................                       0.75           2.91          (2.40)         (0.32)         (4.65)
                                          ----------     ----------     ----------     ----------     ----------     ----------
Distributions:
  Net realized gain on investments and
   foreign currency.....................                      (0.21)         (0.00)         (0.06)         (0.00)         (0.26)
                                          ----------     ----------     ----------     ----------     ----------     ----------
      Total distributions...............                      (0.21)         (0.00)         (0.06)         (0.00)         (0.26)
                                          ----------     ----------     ----------     ----------     ----------     ----------
Net asset value, end of period..........                     $12.15         $11.61          $8.70         $11.16         $11.48
                                          ----------     ----------     ----------     ----------     ----------     ----------
                                          ----------     ----------     ----------     ----------     ----------     ----------
Total investment return****.............                       6.56%          33.5%         (21.5)%         (2.8)%        (28.7)%
                                          ----------     ----------     ----------     ----------     ----------     ----------
                                          ----------     ----------     ----------     ----------     ----------     ----------
Ratios and supplemental data:
Net assets, end of period (in 000's)....                 $   98,066     $   88,487     $   93,865     $   61,519     $   51,693
Ratio of net investment income (loss) to
 average net assets.....................                      (0.32)%         (0.3)%         (0.0)%***       (1.5)%        (1.2)%++
Ratio of expenses to average net assets
  With expense reductions...............                       1.91%           2.1%           2.2%***        2.2%           2.2%++
  Without expense reductions............          %            2.03%(c)         --%(c)         --%(c)         --%(c)         --%(c)
Portfolio turnover rate++...............                         49%           104%           115%           251%           138%
</TABLE>
    

- --------------
+     Commencing April 1, 1993, the Fund began offering Class B shares. All
     capital shares issued and outstanding as of March 31, 1993 were
     reclassified as Class A shares.

++    Portfolio turnover is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares issued.

*     Calculated based upon weighted average shares outstanding during the
     period.

**    The per share data reflects a 2 for 1 stock split effective August 15,
     1988.

***   Includes reimbursement by LGT Asset Management of Fund operating expenses
     of $0.01. Without such reimbursement, the ratio of expenses to average net
     assets would have been 2.3% and the ratio of net investment loss to average
     net assets would have been (0.1)%.

****  Total investment return does not reflect the maximum sales charge on
     purchases of Class A shares and the contingent deferred sales charge
     imposed on certain redemptions of Class B shares.

++     Includes reimbursement by LGT Asset Management of Fund operating expenses
     of $0.01. Without such reimbursement, the ratio of expenses to average net
     assets would have been 2.4% and the ratio of net investment loss to average
     net assets would have been (1.35)%.

(a)   Not annualized.

(b)   Annualized.

   
(c)   Calculation of "Ratio of expenses to average net assets" was made without
     considering the effect of expense reduction, if any.
    

                               Prospectus Page 22
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                    GT GLOBAL JAPAN GROWTH FUND (CONTINUED)

   
<TABLE>
<CAPTION>
                                                   CLASS A+                                            CLASS B+
                            ------------------------------------------------------     -----------------------------------------
<S>                         <C>            <C>            <C>            <C>           <C>             <C>             <C>
                                                                                                                       APRIL 1,
                                                                                         YEAR ENDED DECEMBER 31,         1993
                                           YEAR ENDED DECEMBER 31,                                                        TO
                            ------------------------------------------------------     ---------------------------     DECEMBER
                               1989          1988**         1987**        1986**          1995            1994         31, 1993
                            ----------     ----------     ----------     ---------     -----------     -----------     ---------
Per Share Operating
 Performance:
Net asset value, beginning
 of period................      $10.57         $10.36          $9.88       $6.20                            $11.57       $9.85
                            ----------     ----------     ----------     ---------     -----------     -----------     ---------
Net investment income
 (loss)...................       (0.19)         (0.20)         (0.15)      (0.14)                            (0.13)      (0.18)
Net realized and
 unrealized gain (loss) on
 investments..............        6.57           2.44           4.52        3.91                              0.79        1.90
                            ----------     ----------     ----------     ---------     -----------     -----------     ---------
Net increase (decrease) in
 net asset value resulting
 from investment
 operations...............        6.38           2.24           4.37        3.77                              0.66        1.72
                            ----------     ----------     ----------     ---------     -----------     -----------     ---------
Distributions:
  Net realized gain on
   investments and foreign
   currency...............       (0.56)         (2.03)         (3.89)      (0.09)                            (0.21)      (0.00)
                            ----------     ----------     ----------     ---------     -----------     -----------     ---------
      Total
       distributions......       (0.56)         (2.03)         (3.89)      (0.09)                            (0.21)      (0.00)
                            ----------     ----------     ----------     ---------     -----------     -----------     ---------
Net asset value, end of
 period...................      $16.39         $10.57         $10.36       $9.88                            $12.02      $11.57
                            ----------     ----------     ----------     ---------     -----------     -----------     ---------
                            ----------     ----------     ----------     ---------     -----------     -----------     ---------
Total investment
 return****...............        60.7%          21.9%          52.1%       61.3%                             5.81%       17.5%(a)
                            ----------     ----------     ----------     ---------     -----------     -----------     ---------
                            ----------     ----------     ----------     ---------     -----------     -----------     ---------
Ratios and supplemental
 data:
Net assets, end of period
 (in 000's)...............     $48,405        $18,591        $10,049      $7,313                           $27,355      $3,699
Ratio of net investment
 income (loss) to average
 net assets...............        (1.6)%         (1.5)%         (2.4)%      (1.6)%                           (0.97)%      (0.9)%(b)
Ratio of expenses to
 average
 net assets
  With expense
   reductions.............         2.1%           2.2%           3.0%        2.2%                             2.56%        2.7%(b)
  Without expense
   reductions.............          --%(c)         --%(c)         --%(c)      --%(c)            %             2.68%(c)      --%(c)
Portfolio turnover
 rate++...................         108%           150%           319%        207%                               49%        104%
</TABLE>
    

- --------------
+     Commencing April 1, 1993, the Fund began offering Class B shares. All
     capital shares issued and outstanding as of March 31, 1993 were
     reclassified as Class A shares.

++    Portfolio turnover is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares issued.

*     Calculated based upon weighted average shares outstanding during the
     period.

**    The per share data reflects a 2 for 1 stock split effective August 15,
     1988.

***   Includes reimbursement by LGT Asset Management of Fund operating expenses
     of $0.01. Without such reimbursement, the ratio of expenses to average net
     assets would have been 2.3% and the ratio of net investment loss to average
     net assets would have been (0.1)%.

****  Total investment return does not reflect the maximum sales charge on
     purchases of Class A shares and the contingent deferred sales charge
     imposed on certain redemptions of Class B shares.

++     Includes reimbursement by LGT Asset Management of Fund operating expenses
     of $0.01. Without such reimbursement, the ratio of expenses to average net
     assets would have been 2.4% and the ratio of net investment loss to average
     net assets would have been (1.35)%.

(a)   Not annualized.

(b)   Annualized.

   
(c)   Calculation of "Ratio of expenses to average net assets" was made without
     considering the effect of expense reduction, if any.
    

                               Prospectus Page 23
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                           ALTERNATIVE PURCHASE PLAN

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

   
DIFFERENCES BETWEEN THE CLASSES. The primary distinction between the two classes
of each Fund's shares offered through this Prospectus lies in their sales charge
structures and ongoing expenses, as summarized below. Class A and Class B shares
of each Fund represent interests in the same 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.
    

CLASS A SHARES. 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.
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 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 Class B shareholders 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. 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 per share than Class A shares of the same Fund.
    

   
FACTORS TO CONSIDER IN CHOOSING A CLASS OF SHARES. In deciding which class of a
Fund 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 experience higher cumulative
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 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 Class A and Class B shares of each Fund, assuming an
annual return of 5%.
    

   
REDUCED SALES CHARGES. Class A share purchases of $50,000 or more and Class A
share purchases made
    

                               Prospectus Page 24
<PAGE>
                             GT GLOBAL EQUITY FUNDS
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 is waived for certain eligible purchasers and these purchasers' entire
purchase price would be immediately invested in that Fund. Investors eligible
for complete initial sales charge waivers should purchase Class A shares. The
contingent deferred sales charge is waived for certain redemptions of Class B
shares of a Fund. 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 GT 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.
    

   
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 "Calculation of
Net Asset Value" for other differences between these two classes.
    

   
ADVISOR CLASS SHARES. Advisor Class shares are 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 1,000
employees; (b) any account with assets of at least $25,000 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 with assets of at
least $25,000 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 Liechtenstein Global Trust; and (e) any
of the companies comprising or affiliated with Liechtenstein Global Trust.
    

- --------------------------------------------------------------------------------
   
                             INVESTMENT OBJECTIVES
                           AND POLICIES; RISK FACTORS
    

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

   
The Worldwide Fund, International Fund, Pacific Fund, Europe Fund, Japan Fund
and America Growth Fund seek long-term growth of capital. The America Small Cap
Fund and America Value Fund seek long-term capital appreciation.
    

   
The Worldwide Fund, International Fund, Pacific Fund, Europe Fund, Japan Fund
and America Growth Fund seek their objective by investing, under normal
circumstances, at least 65% of their total assets in equity securities of
issuers domiciled in their Primary Investment Area, as described below. The
America Small Cap Fund seeks its investment objective by investing all of its
investable assets in the America Small Cap Portfolio, that, in turn, normally
invests at least 65% of its total assets in equity securities of small cap
companies domiciled in its Primary Investment Area, as described below. The
America Value Fund seeks its investment objective by investing all of its
investable assets in the America Value Portfolio, that, in turn, normally
invests at least 65% of its total assets in equity securities of medium to large
cap issuers, domiciled in its Primary Investment Area as described below, that
LGT Asset Management believes to be undervalued in relation to long-term earning
power or other factors.
    

   
Equity securities in which the Funds or Portfolios may invest include common
stocks, preferred stocks, convertible debt securities and warrants to acquire
such securities. There is no assurance that any Fund or Portfolio will achieve
its investment objective.
    

   
The Funds' Primary Investment Areas include the following countries:
    

   
GT GLOBAL NEW PACIFIC GROWTH FUND ("PACIFIC FUND") -- Australia, Hong Kong,
India, Indonesia,
    

                               Prospectus Page 25
<PAGE>
                             GT GLOBAL EQUITY FUNDS
   
Malaysia, New Zealand, Pakistan, the Philippines, Singapore, South Korea, Taiwan
and Thailand
    

   
GT GLOBAL EUROPE GROWTH FUND ("EUROPE FUND") -- Austria, Belgium, Denmark,
Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands,
Norway, Portugal, Spain, Sweden, Switzerland, Turkey and the United Kingdom
    

   
GT GLOBAL JAPAN GROWTH FUND ("JAPAN FUND") -- Japan
    

   
GT GLOBAL INTERNATIONAL GROWTH FUND ("INTERNATIONAL FUND") -- all countries
listed for each other Fund, and Argentina, Brazil, Canada, Chile, Colombia,
Israel, Mexico, Peru and Venezuela, but not the United States
    

   
GT GLOBAL WORLDWIDE GROWTH FUND ("WORLDWIDE FUND") -- same as International
Fund, but including the United States
    

   
GT GLOBAL AMERICA GROWTH FUND ("AMERICA GROWTH FUND") -- the United States
    

   
GT GLOBAL AMERICA SMALL CAP GROWTH FUND ("AMERICA SMALL CAP FUND") -- the United
States
    

   
GT GLOBAL AMERICA VALUE FUND ("AMERICA VALUE FUND") -- the United States
    

   
From time to time, the Company's Board of Trustees may add or delete countries
from a Fund's Primary Investment Area. See "Other Policies."
    

   
As indicated by these Primary Investment Areas, the WORLDWIDE FUND is designed
for those investors desiring to delegate equity investment decisions, including
allocation of assets among the world's different markets, currency strategies
and individual stock selection, to LGT Asset Management's professional team of
investment specialists. The INTERNATIONAL FUND is intended for investors seeking
to complement their U.S. equity investments with a professionally managed
international portfolio. The PACIFIC FUND and the EUROPE FUND are regional funds
for investors interested in a more geographically concentrated investment but
still desiring to diversify across multiple markets. Finally, the JAPAN FUND,
the AMERICA GROWTH FUND, AMERICA SMALL CAP FUND and AMERICA VALUE FUND are
designed for investors wishing to concentrate their investment in a particular
market, or size of market, but still desiring the professional management,
liquidity and diversification afforded by a mutual fund.
    

   
The Worldwide Fund, International Fund, Pacific Fund, Europe Fund, Japan Fund
and America Growth Fund may invest up to 35% of their total assets in the equity
securities of issuers domiciled outside of their Primary Investment Area. Such
investments may include, e.g.: (a) securities of issuers in countries that are
not located in the Primary Investment Area but are linked by tradition, economic
markets, cultural similarities or geography to the countries in such Primary
Investment Area; and (b) securities of issuers located elsewhere in the world
which have operations in the Primary Investment Area or which stand to benefit
from political and economic events in the Primary Investment Area. For example,
the Worldwide Fund, International Fund, Pacific Fund, Europe Fund, Japan Fund
and America Growth Fund may invest in a company outside of its Primary
Investment Area when LGT Asset Management believes at the time of investment
that the value of the company's securities may be enhanced by conditions or
developments in that Primary Investment Area even though the company's
production facilities are located outside of that Primary Investment Area.
    

   
In managing the Worldwide Fund, International Fund, Pacific Fund, Europe Fund,
Japan Fund and America Growth Fund, LGT Asset Management seeks to identify those
countries and industries where economic and political factors, including
currency movements, are likely to produce above-average growth rates. LGT Asset
Management further attempts to identify those companies in such countries and
industries that are best positioned and managed to take advantage of these
economic and political factors. LGT Asset Management intends to invest in such
markets only after balancing the potential for growth of selected companies in
each market relative to the risks of investing in each such country. Among the
factors to be considered are that several of the markets included in the Primary
Investment Areas of the Pacific Fund, the Europe Fund, the International Fund,
and the Worldwide Fund are so-called developing countries, and their economies
and markets are less developed and more prone to uncertainty, instability and
risk than those of the other markets in which such Funds invest.
    

   
Under normal circumstances, the assets of the Worldwide Fund and the
International Fund are invested in the equity securities of issuers domiciled in
at least three different countries, and 20% to 60% of the Worldwide Fund's
assets normally are invested in the equity securities of U.S. issuers. The
America Growth Fund currently expects to invest a majority of its assets in the
securities of mid- and small-size companies. In selecting securities for
    

                               Prospectus Page 26
<PAGE>
                             GT GLOBAL EQUITY FUNDS
   
inclusion in the America Growth Fund's portfolio, LGT Asset Management normally
initially focuses on companies with total equity market capitalization of $2
billion or less.
    

   
Up to 35% of total assets in the Worldwide Fund, International Fund, Pacific
Fund, Europe Fund, Japan Fund and America Growth Fund may be invested in debt
securities. These debt obligations include U.S. and foreign government
securities and corporate debt securities, including Samurai and Yankee bonds,
Eurobonds and Depository Receipts. The issuers of such debt securities may or
may not be domiciled in the Primary Investment Area of a particular Fund
purchasing the securities. The Worldwide Fund, International Fund, Pacific Fund,
Europe Fund, Japan Fund and America Growth Fund will limit their purchases of
debt securities to investment grade obligations. "Investment grade" debt refers
to those securities rated within one of the four highest ratings categories by
Moody's Investors Service, Inc. ("Moody's") or by Standard & Poor's ("S&P"), or,
if not similarly rated by any other nationally recognized statistical rating
organization ("NRSRO"), deemed by LGT Asset Management to be of equivalent
quality. Debt rated Baa by Moody's, which is the lowest category of investment
grade debt, is considered by Moody's to have speculative characteristics. See
the Statement of Additional Information for a full description of Moody's and
S&P ratings.
    

   
The Worldwide Fund, International Fund, Pacific Fund, Europe Fund, Japan Fund
and America Growth Fund may use instruments (including forward currency
contracts), and the America Small Cap Fund, the America Value Fund and the
Portfolios also may use instruments, often referred to as "derivatives." See
"Options, Futures and Forward Currency Transactions."
    

   
The America Small Cap Fund seeks its investment objective by investing all of
its investable assets in the America 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 Primary
Investment Area of the America Small Cap Fund, the United States. For purposes
of the foregoing, "small cap" companies are companies that, at the time of
purchase of their securities by the America Small Cap 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 America Small Cap Portfolio's assets may be invested in common
stocks, convertible preferred stocks, convertible debt securities and warrants
of companies domiciled in the United States that are not small cap companies as
defined above, non-convertible preferred stocks, non-convertible debt
securities, U.S. government securities and high quality money market
instruments, such as U.S. government obligations, high grade commercial paper,
bank certificates of deposit and bankers' acceptances of issuers domiciled in
the United States.
    

   
The America Value Fund seeks its investment objective by investing all of its
investable assets in the America 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 Fund's Primary Investment Area,
the United States, that LGT Asset Management believes to be undervalued in
relation to 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 America
Value Portfolio. The remainder of the America 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 America Value Portfolio, LGT Asset Management
attempts to identify securities of issuers whose prospects and growth potential,
in LGT Asset Management's opinion, are currently undervalued by investors. In
LGT Asset Management'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
    

                               Prospectus Page 27
<PAGE>
                             GT GLOBAL EQUITY FUNDS
   
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. LGT Asset Management will attempt to
identify those undervalued issuers with the potential for attractive returns.
    

   
For purposes of the Portfolios, 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.
    

   
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, as defined above.
    

   
OTHER POLICIES. Because the development of the world's economies and stock
markets is rapidly evolving, from time to time the Board of Trustees may add or
delete countries from a Fund's Primary Investment Area. In the past, new markets
such as Indonesia, South Korea, and Taiwan have been added in the Primary
Investment Area of the Pacific Fund and Greece, Ireland, Portugal and Turkey
have been added in the Primary Investment Area of the Europe Fund. On the other
hand, Japan has been eliminated from the Primary Investment Area of the Pacific
Fund.
    

   
With respect to certain countries, currently including Taiwan, investments by a
Fund may only be made through investment in other investment companies that in
turn are authorized to invest in the securities of such countries. Each Fund or
Portfolio may invest up to 10% of its assets in other investment companies. As a
shareholder in an investment company, a Fund or Portfolio would bear its ratable
share of that investment company's expenses, including its advisory and
administration fees. At the same time, the Fund or Portfolio would continue to
pay its own management fees and other expenses.
    

   
Each Fund or 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 Fund's or Portfolio's investment
objective, LGT Asset Management 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 Fund or
Portfolio may hold cash (U.S. dollars, foreign currencies or multinational
currency units) 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. or a foreign government. In addition, for temporary defensive purposes,
such as during times of international political or economic uncertainty, most or
all of a Fund's investments may be made in the United States and denominated in
U.S. dollars. To the extent a Fund or 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 Fund or Portfolio may hold cash (U.S.
dollars, foreign currencies or multinational currency units) and may invest in
high quality foreign or domestic money market instruments. Money market
instruments in which the Funds or Portfolios may invest include, but are not
limited to, the following: government securities; high grade commercial paper;
bank certificates of deposit; bankers' acceptances; 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 LGT Asset Management to be of comparable quality.
    

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

   
The Funds or Portfolios may lend their 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
    

                               Prospectus Page 28
<PAGE>
                             GT GLOBAL EQUITY FUNDS
   
borrower must maintain with the Funds' or Portfolios' 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 Fund or 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 Fund or Portfolio limits its 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 and possible loss of rights in the
collateral should the borrower fail financially.
    

   
The Funds or 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 Funds or Portfolios will purchase or sell
when-issued securities or enter into 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 Fund or Portfolio.
If the Fund or 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 Fund or
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 Fund or Portfolio may incur a loss.
    

   
The Worldwide Fund, International Fund, Pacific Fund, Europe Fund, Japan Fund
and America Growth Fund also may invest in securities of foreign issuers in the
form of American Depository Receipts ("ADRs") or other similar securities
convertible into securities of foreign issuers. These securities may not
necessarily be denominated in the same currency as the securities into which
they may be converted. ADRs are receipts typically issued by a United States
bank or trust company evidencing ownership of the underlying securities.
Generally, ADRs in registered form are designed for use in U.S. securities
markets. See "Investment Objectives and Policies" in the Statement of Additional
Information.
    

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

   
RISK FACTORS. Each Fund's net asset value will fluctuate, reflecting
fluctuations in the market value of its securities and its net currency
exposure, or fluctuations in the market value of the securities of its
corresponding Portfolio.
    

   
As of December 31, 1995, companies outside the U.S. comprised approximately   %
of the world's stock market capitalization, according to Morgan Stanley Capital
International. Moreover, from time to time, the equity securities of issuers
located outside the U.S. have outperformed substantially those of U.S. issuers.
Accordingly, LGT Asset Management believes that the Funds' policies (except
those of the America Growth Fund, the America Small Cap Fund and the America
Value Fund) of investing in equity securities of issuers outside the U.S. may
enable them to produce returns greater than those produced by funds investing
solely in the securities of domestic issuers.
    

   
Foreign investing entails certain risks. The securities of non-U.S. issuers
generally will not be registered with, nor will the issuers thereof be subject
to, the reporting requirements of the SEC. Accordingly, there may be less
publicly available information about foreign securities and issuers than is
available about domestic securities and issuers. Foreign companies generally are
not subject to uniform accounting, auditing and financial reporting standards,
practices and requirements comparable to those applicable to domestic companies.
Securities of some foreign companies are less liquid and their prices may be
more volatile than securities of comparable domestic companies. A Fund's
interest and dividends from foreign issuers may be subject to non-U.S.
withholding taxes, thereby reducing its net investment income. In addition,
certain costs attributable to foreign investing, such as custody charges, are
higher than those attributable to domestic investing.
    

With respect to some foreign countries, there is the possibility of
expropriation or confiscatory taxation, limitations on the removal of funds or
other

                               Prospectus Page 29
<PAGE>
                             GT GLOBAL EQUITY FUNDS
assets of the Funds, political or social instability, or diplomatic developments
which could affect the Funds' investments in those countries. Moreover,
individual foreign economies may differ favorably or unfavorably from the U.S.
economy in such respects as growth of gross national product, rate of inflation,
rate of savings and capital reinvestment, resource self-sufficiency and balance
of payments positions.

   
LGT Asset Management 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 and term of
interest rates, currency values, political developments, and variations in the
supply of funds available for investment in the world bond market relative to
the demands placed upon it. If market interest rates decline, fixed income
securities generally appreciate in value and vice versa. Fixed income securities
denominated in currencies other than the U.S. dollar or in multinational
currency units are evaluated on the strength of the particular currency against
the U.S. dollar as well as on the current and expected levels of interest rates
in the country or countries. In addition to the foregoing, the Worldwide Fund,
International Fund, Pacific Fund, Europe Fund, Japan Fund and America Growth
Fund may seek to take advantage of differences in relative values of fixed
income securities among various countries.
    

   
Since the Worldwide Fund, International Fund, Pacific Fund, Europe Fund, Japan
Fund and America Growth Fund may invest substantially in securities denominated
in currencies other than the U.S. dollar, and since such Funds may hold foreign
currencies, the Worldwide Fund, International Fund, Pacific Fund, Europe Fund,
Japan Fund and America Growth Fund will be affected favorably or unfavorably by
exchange control regulations or changes in the exchange rates between such
currencies and the U.S. dollar. Changes in currency exchange rates will
influence the value of shares of the Worldwide Fund, International Fund, Pacific
Fund, Europe Fund, Japan Fund and America Growth Fund, and also may affect the
value of dividends and interest earned by such Funds and gains and losses they
realize. Currencies generally are evaluated on the basis of fundamental economic
criteria (e.g., relative inflation and interest rate levels and trends, growth
rate forecasts, balance of payments status and economic policies) as well as
technical and political data. Exchange rates are determined by the forces of
supply and demand in the foreign exchange markets. These forces are affected by
the international balance of payments and other economic and financial
conditions, government intervention, speculation and other factors. If the
currency in which a security is denominated appreciates against the U.S. dollar,
the dollar value of the security will increase. Conversely, a decline in the
exchange rate of the currency would adversely affect the value of the security
expressed in dollars.
    

   
SMALL CAP COMPANIES. 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 America Growth Fund and the America 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 America Growth Fund
and the America Small Cap Portfolio to dispose of securities of these small cap
companies at prevailing market prices in order to meet redemptions.
    

   
SPECIAL CONSIDERATIONS AFFECTING EMERGING MARKETS. Investing in the securities
of issuers domiciled in emerging markets may entail special risks relating to
the potential political and economic instability and the risks of expropriation,
nationalization, confiscation or the imposition of restrictions on foreign
investment, converting of currencies into U.S. dollars and on repatriation of
capital invested. In the event of such expropriation, nationalization or other
confiscation by any country, a Fund could lose its entire investment in any such
country.
    

   
Emerging securities markets are substantially smaller, less developed, less
liquid and more volatile than the securities markets of the United States and
other more developed countries. The limited size of emerging securities markets
and limited
    

                               Prospectus Page 30
<PAGE>
                             GT GLOBAL EQUITY FUNDS
   
trading volume in issuers compared to the volume of trading in U.S. securities
could cause prices to be erratic for reasons apart from factors that affect the
quality of the securities. In addition, settlement mechanisms in emerging
securities markets may be less efficient and reliable than in more developed
markets. Also, most Latin American countries have experienced substantial, and
in some periods extremely high, rates of inflation for many years. Inflation and
rapid fluctuations in inflation rates and corresponding currency devaluations
have had and may continue to have negative effects on the economies and
securities markets of certain Latin American countries.
    

   
OPTIONS, FUTURES AND FORWARD CURRENCY TRANSACTIONS. The Worldwide Fund,
International Fund, Pacific Fund, Europe Fund, Japan Fund and America Growth
Fund may use forward currency contracts, futures contracts, options on
securities, options on indices, options on currencies 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 such Fund.
In addition, 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 a 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 Fund or 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.
    

   
To attempt to hedge against adverse movements in exchange rates between
currencies, the Worldwide Fund, International Fund, Pacific Fund, Europe Fund,
Japan Fund and America Growth Fund may enter into forward currency contracts for
the purchase or sale of a specified currency at a specified future date. Such
contracts may involve the purchase or sale of a foreign currency against the
U.S. dollar or may involve two foreign currencies. The Worldwide Fund,
International Fund, Pacific Fund, Europe Fund, Japan Fund and America Growth
Fund may enter into forward currency contracts either with respect to specific
transactions or with respect to such Fund's portfolio positions. For example,
when the Worldwide Fund, International Fund, Pacific Fund, Europe Fund, Japan
Fund and America Growth Fund anticipates making a purchase or sale of a
security, it may enter into a forward currency contract in order to set the rate
(either relative to the U.S. dollar or another currency) at which a currency
exchange transaction related to the purchase or sale will be made. Further, when
LGT Asset Management believes that a particular currency may decline compared to
the U.S. dollar or another currency, the Worldwide Fund, International Fund,
Pacific Fund, Europe Fund, Japan Fund and America Growth Fund may enter into a
forward contract to sell the currency LGT Asset Management expects to decline in
an amount approximating the value of some or all of such Fund's portfolio
securities denominated in a foreign currency. The Worldwide Fund, International
Fund, Pacific Fund, Europe Fund, Japan Fund and America Growth Fund also may
purchase and sell put and call options on currencies, futures contracts on
currencies and options on futures contracts on currencies to hedge against
movements in exchange rates.
    

   
In addition, each Fund or 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 Fund or Portfolio or that LGT Asset Management
intends to include in the Fund's portfolio. The Funds or Portfolios also may buy
and sell put and call options on stock indexes. Such stock 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 Funds or 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 Fund's or Portfolio's portfolio. The Funds or 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 Fund
or 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 Fund or Portfolio may purchase and sell put and call options
on securities, currencies and indices that are traded on recognized
    

                               Prospectus Page 31
<PAGE>
                             GT GLOBAL EQUITY FUNDS
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 Fund or Portfolio may enter into forward
contracts, futures contracts or engage in options transactions. See "Taxes" in
the Statement of Additional Information.
    

   
Although a Fund or Portfolio might not employ any of the foregoing strategies,
the use of forward currency contracts, 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 LGT Asset Management's ability
to predict movements in the prices of individual securities, fluctuations in the
general securities markets and movements in interest rates and currency markets;
(2) imperfect correlation, or even no correlation, between movements in the
price of forward contracts, options, futures contracts or options thereon and
movements in the price of the currency or security hedged or used for cover; (3)
the fact that skills and techniques needed to trade options, futures contracts
and options thereon or to use forward currency contracts are different from
those needed to select the securities in which the Funds or 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 Fund or 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 Fund or Portfolio to sell a security at a
disadvantageous time, due to the need for the Fund or Portfolio to maintain
"cover" or to set aside securities in connection with hedging transactions; and
(6) the possible need to defer closing out certain options, futures contracts
and forward currency contracts in order to qualify or continue to qualify for
the beneficial tax treatment afforded regulated investment companies under the
Code. See "Dividends, Other Distributions and Taxes" herein and "Taxes" in the
Statement of Additional Information. If LGT Asset Management incorrectly
forecasts securities market movements, currency exchange rates or interest rates
in utilizing a strategy for a Fund or Portfolio, the Fund or Portfolio would be
in a better position if it had not hedged at all.
    

   
The Worldwide Fund, International Fund, Pacific Fund, Europe Fund, Japan Fund
and America Growth Fund may also conduct their foreign currency exchange
transactions on a spot (I.E., cash) basis at the spot rate prevailing in the
foreign currency exchange market.
    

   
OTHER INFORMATION. Each Fund's investment objective of long-term capital growth
or 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 Funds' and the Portfolios' investment policies
described in this Prospectus and in the Statement of Additional Information,
including each Fund's policy of normally investing at least 65% of its assets in
the equity securities of issuers domiciled in its Primary Investment Area, or
policies with respect to investment in its market sectors' 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, provided that any such
policies as so amended do not conflict with the Fund's or the Portfolio's
fundamental investment limitations. Each Fund's or Portfolio's policies
regarding lending, the percentage of that Portfolio's assets that may be
committed to borrowing and diversification of investments, are fundamental
policies and may not be changed without shareholder approval. See "Investment
Limitations" in the Statement of Additional Information.
    

   
OTHER INFORMATION REGARDING THE PORTFOLIOS. The America Small Cap Fund and
America 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
    

                               Prospectus Page 32
<PAGE>
                             GT GLOBAL EQUITY FUNDS
   
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 America Small Cap Fund and America 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 America Small Cap
Fund and America 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 America Small Cap
Portfolio and America Value Portfolio, respectively, each of which is a separate
investment company, as previously described. Since the America Small Cap Fund
and America Value 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 America Small
Cap Portfolio and America 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 America Small Cap Fund and
America 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 America Small Cap Fund and America Value
Fund are the only institutional investors in their corresponding Portfolios.
However, the America Small Cap Portfolio and America Value Portfolio expect to
offer beneficial interests to other institutional investors in the future.
Although interests in the Portfolios are not currently available, either
directly or indirectly, to individual investors through other funds, information
regarding any such funds will be available from GT Global at the appropriate
toll-free telephone number provided in the Shareholder Account Manual.
    

   
Investors in the America Small Cap Fund and America 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 America
Small Cap Fund and America 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 America Small Cap Fund and America Value Fund and could affect adversely
the liquidity of such Funds.
    

   
See "Management" for a description of the investment management fee and other
expenses associated with the investment of the America Small Cap Fund and
America Value Fund in their corresponding Portfolios. This Prospectus and the
Statement of Additional Information dated April 29, 1996, contain more detailed
information about this organizational structure of the America Small Cap Fund
and America Value Fund 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
    

                               Prospectus Page 33
<PAGE>
                             GT GLOBAL EQUITY FUNDS
   
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.
    

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

                                 HOW TO INVEST

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

   
GENERAL. Each Fund is authorized to issue three classes of shares. Class A
shares of the Funds are sold to investors subject to an initial sales charge,
while Class B shares are sold without an initial sales charge but are subject to
higher ongoing expenses and a contingent deferred sales charge payable upon
certain redemptions. The third class of shares of the Funds, the Advisor Class,
is offered through a separate prospectus only to certain investors. 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 custodial accounts under Section 403(b)(7) of the
Code 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, Code Section 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 "Purchasing Class A Shares" and "Purchasing Class B Shares" below.
The Funds and GT 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 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 GT 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 GT Global. See "Shareholder Account Manual."
    

   
Broker/dealers that do not have dealer agreements with GT 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 GT Global or directly through GT
Global.
    

   
PURCHASES THROUGH THE DISTRIBUTOR. Investors may purchase shares and open an
account directly through GT 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
    

                               Prospectus Page 34
<PAGE>
                             GT GLOBAL EQUITY FUNDS
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 GT Global by bank wire.
Bank wire purchases will be effected at the next determined public offering
price after the bank wire is received. A wire investment is considered received
when the Transfer Agent is notified that the bank wire has been credited to a
Fund. The investor is responsible for providing prior telephonic or facsimile
notice to the Transfer Agent that a bank wire is being sent. An investor's bank
may charge a service fee for wiring money to the Funds. The Transfer Agent
currently does not charge a service fee for facilitating wire purchases, but
reserves the right to do so in the future. Investors desiring to open an account
by bank wire should call the Transfer Agent at the appropriate toll-free number
provided in the Shareholder Account Manual to obtain an account number and
detailed instructions.
    

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

                           PURCHASING CLASS A SHARES

   
Each Fund's public offering price for Class A shares is equal to the net asset
value per share (see "Calculation of Net Asset Value") plus a 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%            *
</TABLE>

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

   
*   GT Global will pay the following commissions to brokers that initiate and
    are responsible for purchases by 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 commission to be paid in connection with the
    transaction, GT 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 transaction.
    

   
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 year 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, GT 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, GT 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 GT 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, as amended. 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

                               Prospectus Page 35
<PAGE>
                             GT GLOBAL EQUITY FUNDS
   
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 Code Section 403(b) plan or single-participant, self-
employed individual retirement plan ("Keogh Plan"). 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;
    

   
and
    

(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).

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 1,000
employees.
    

   
(ii) Current or retired Trustees, Directors and officers of the investment
companies for which LGT Asset Management serves as investment manager and/or
administrator; employees or retired employees of the companies comprising
Liechtenstein Global Trust or affiliated companies of Liechtenstein Global
Trust; 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 GT 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
GT 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 GT
Global), and the children, siblings and parents of such employees.
    

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

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

   
(vi) Purchases made through the automatic investment of dividends and other
distributions paid by any of the other GT 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 GT 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 GT Global.
    

   
(ix) Retirement plan participants who borrow from their retirement accounts by
redeeming GT 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 GT 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 GT
Global regarding such accounts.
    

   
(xii) Certain former AMA Investment Advisers' shareholders who became
shareholders of the GT Global Health Care Fund in October, 1989, and who have
continuously held shares in the GT Global Mutual Funds since that time.
    

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

                               Prospectus Page 36
<PAGE>
                             GT GLOBAL EQUITY FUNDS
   
GT 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 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 GT Global Mutual Funds (other
than GT Global Dollar Fund) plus (c) the price of all shares of GT Global Mutual
Funds (other than shares of GT 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 GT
Global sufficient information to permit confirmation of qualification. THE
FOREGOING RIGHT OF ACCUMULATION APPLIES ONLY TO CLASS A SHARES OF THE FUNDS AND
OTHER GT GLOBAL MUTUAL FUNDS (OTHER THAN GT 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 GT Global Mutual Funds (other than GT
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 GT Global Mutual Fund Class A shares
(other than GT 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 GT 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 LOI APPLIES ONLY TO CLASS A SHARES OF THE FUNDS AND
OTHER GT GLOBAL MUTUAL FUNDS (OTHER THAN GT GLOBAL DOLLAR FUND).
    

   
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 GT Global Mutual Funds (other than GT 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 one year 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 one year after
their purchase. Such shares purchased for at least $500,000 without a sales
charge may be exchanged for Class A shares of another GT Global Mutual Fund
(other than GT 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
    

                               Prospectus Page 37
<PAGE>
                             GT GLOBAL EQUITY FUNDS
   
Sales Charge Waivers" below apply to redemptions of Class A shares upon which a
contingent deferred sales charge would otherwise be 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
GT 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. See "Calculation of Net Asset Value." 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 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 realized on the redemption. The amount of any contingent deferred sales
charge will be paid to GT 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 distributions made in
connection with a GT 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 redemptions 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
    

                               Prospectus Page 38
<PAGE>
                             GT GLOBAL EQUITY FUNDS
   
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 a 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 GT 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 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
Regulation Section 1.401(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 GT Global Automatic Investment Plan. Under this
Plan, an amount specified by the shareholder of $100 or more ($25 or more for
IRAs, Code Section 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. 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. 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 GT 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
GT Global 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
GT 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 when prices are declining.
    

   
A participant in the GT Global 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 GT Global Dollar Fund. Thereafter, each month an amount equal to the
specified Monthly Investment automatically will be redeemed from the GT 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 GT Global Dollar Cost Averaging Program, investors should
consult their brokers or GT Global.
    

                               Prospectus Page 39
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                             HOW TO MAKE EXCHANGES

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

   
Shares of any Fund may be exchanged for shares of any other GT Global Mutual
Funds (including the other Equity 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 GT Global Mutual Fund shares to be acquired may
be legally made. CLASS A SHARES MAY BE EXCHANGED ONLY FOR CLASS A SHARES OF
OTHER GT GLOBAL MUTUAL FUNDS. CLASS B SHARES MAY BE EXCHANGED ONLY FOR CLASS B
SHARES OF OTHER GT 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."
    

   
In addition to the Funds, the GT Global Mutual Funds currently include:
    

   
      -- GT GLOBAL EMERGING MARKETS FUND
    
   
      -- GT GLOBAL HEALTH CARE FUND
    
   
      -- GT GLOBAL FINANCIAL SERVICES FUND
    
   
      -- GT GLOBAL INFRASTRUCTURE FUND
    
   
      -- GT GLOBAL NATURAL RESOURCES FUND
    
   
      -- GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
    
   
      -- GT GLOBAL TELECOMMUNICATIONS FUND
    
   
      -- GT GLOBAL LATIN AMERICA GROWTH FUND*
    
   
      -- GT GLOBAL GROWTH & INCOME FUND
    
   
      -- GT GLOBAL GOVERNMENT INCOME FUND
    
   
      -- GT GLOBAL STRATEGIC INCOME FUND
    
   
      -- GT GLOBAL HIGH INCOME FUND
    
   
      -- GT GLOBAL DOLLAR FUND
    
- --------------

   
*   Formerly G.T. Latin America 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. If an investor does not
surrender all of his or her shares in an exchange, the remaining balance in the
investor's account after the exchange must be at least $500. Exchange requests
received in good order by the Transfer Agent before the close of regular trading
on the NYSE on any Business Day will be processed at the net asset value
calculated on that day.
   
A shareholder interested in making an exchange should write or call his or her
broker/dealer or the Transfer Agent to request the prospectus of the other GT
Global Mutual Fund(s) being considered. Certain brokers may charge a fee for
handling exchanges.
    

EXCHANGES BY TELEPHONE. A shareholder may give exchange instructions to the
shareholder's broker/ dealer or to the Transfer Agent by telephone at the
appropriate toll-free number provided in the Shareholder Account Manual.
Exchange orders will be accepted by telephone provided that the exchange
involves only uncertificated shares on deposit in the shareholder's account or
for which certificates previously have been deposited.

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

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

   
OTHER INFORMATION ABOUT EXCHANGES. Purchases, redemptions and exchanges should
be made for investment purposes only. A pattern of frequent exchanges, purchases
and sales is not acceptable and can be limited by a Fund's or GT 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 40
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                              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 proeeds 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 or, in
limited circumstances, Class A 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 41
<PAGE>
                             GT GLOBAL EQUITY FUNDS
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, GT Global and the Transfer Agent will 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 preceeding 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 GT 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.

   
A 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).
    

                               Prospectus Page 42
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                           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 GT 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 Funds' Transfer Agent is GT 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:

   
    GT 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 GT 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: GT GLOBAL
         ACCOUNT NO. 4023-050701
    
    (Stating Fund name, class of shares, shareholder's registered name and
    account number)

EXCHANGES BY TELEPHONE

   
Call GT 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 GT Global Mutual Fund exchanging into,
shareholder's registered name and account number, to:
    

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

REDEMPTIONS BY TELEPHONE

   
Call GT 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:

   
    GT 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 address:
    

   
    GT 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 should call GT Global at 1-800-223-2138.
    

                               Prospectus Page 43
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                         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, for the America Small Cap Fund and America Value Fund, is
the value of each such Fund's investment in its corresponding Portfolio),
subtracting all of its 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 a Fund or Portfolio are valued at the last sale price
on the exchange or in the over-the-counter market in which such securities are
primarily 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 LGT Asset
Management 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, adjusted for foreign exchange translation and market fluctuations,
provided that such valuations represent fair value. When market quotations for
futures and options positions held by a Fund or Portfolio are readily available,
those positions are 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 Company's or Portfolio's Board of Trustees. Securities and
other assets quoted in foreign currencies are valued in U.S. dollars based on
the prevailing exchange rates on that day.
    

   
Certain of the Fund's or Portfolios' securities, from time to time, may be
traded primarily on foreign exchanges or 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 a Fund's shares may be affected significantly by such
trading on days when shareholders have no access to that Fund.
    

   
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 the classes 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 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 lower expenses borne by the Advisor Class shares.
    

                               Prospectus Page 44
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                         DIVIDENDS, OTHER DISTRIBUTIONS
                          AND FEDERAL INCOME TAXATION

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

   
DIVIDENDS AND OTHER DISTRIBUTIONS. Each Fund annually declares as a dividend all
of its (or, in the case of the America Small Cap Fund or the America Value Fund,
the proportionate share of its corresponding Portfolio's) 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 annually distributes substantially all of its (or, in the case of
the America Small Cap Fund or the America Value Fund, the proportionate share of
its corresponding Portfolio's) realized net short-term capital gain (the excess
of short-term capital gains over short-term capital losses), net capital gain
(the excess of net long-term capital gain over net short-term capital loss) and
net gains from foreign currency transactions, if any. Each Fund may make an
additional dividend or other distribution if necessary to avoid a 4% excise tax
on certain undistributed income and gain.
    

   
Dividends and other distributions paid by each Fund with respect to all classes
of its shares are calculated in the same manner and at the same time. The per
share income dividends on 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; and 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 GT 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 GT 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 GT 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 GT 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 (in the case of the America Small Cap Fund
and the America Value Fund) or continue 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 (or, in the case of the America Small Cap Fund or
the America Value Fund, the proportionate share of its corresponding
Portfolio's) 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.
    

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

                               Prospectus Page 45
<PAGE>
                             GT GLOBAL EQUITY FUNDS
capital gain, when designated as such, are taxable to its shareholders as
long-term capital gains, regardless of how long they have held their Fund shares
and whether such distributions are paid in cash or reinvested in additional
shares.

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

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

   
A redemption of Fund shares may result in taxable gain or loss to the redeeming
shareholder, depending upon whether the redemption proceeds are more or less
than the shareholder's adjusted basis for the redeemed shares (which normally
includes any initial sales charge paid on Class A shares). An exchange of Fund
shares for shares of another GT Global Mutual Fund (including another Equity
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 GT Global Mutual Fund on which
an initial sales charge normally is imposed without paying that 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
each Fund. 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 each Fund.
    

   
The Portfolios' 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 Investment Company Act of 1940, as amended (the "1940 Act")) of
the Board of Trustees 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 for the Portfolios.
    

                               Prospectus Page 46
<PAGE>
                             GT GLOBAL EQUITY FUNDS

   
INVESTMENT MANAGEMENT AND ADMINISTRATION. Services provided by LGT Asset
Management as the investment manager of the Worldwide Fund, International Fund,
Pacific Fund, Europe Fund, America Growth Fund and Japan Fund and the Portfolios
include, but are not limited to, determining the composition of the portfolio of
such Funds and such Portfolios and placing orders to buy, sell or hold
particular securities. In addition, LGT Asset Management provides the following
administrative services to each Fund and each Portfolio: furnishing corporate
officers and clerical staff; providing office space, services and equipment; and
supervising all matters relating to the Funds' and Portfolios' operation.
    

   
The America Small Cap Fund and America Value Fund each pays LGT Asset Management
administration fees, computed daily and paid monthly, 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 LGT Asset Management. The Portfolios each pay
such fees, computed daily and paid monthly, based on the average daily net
assets of such Portfolio, directly to LGT Asset Management at the annualized
rate of .475% on the first $500 million, .45% on the next $500 million, .425% on
the next $500 million and .40% on all amounts thereafter.
    

   
The America Growth Fund pays LGT Asset Management investment management and
administration fees, computed daily and paid monthly, based on its average daily
net assets, 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 amounts
thereafter. Each of the other Funds pays LGT Asset Management investment
management and administration fees, computed daily and paid monthly, based on
its average daily net assets, at the annualized rate of .975% on the first $500
million, .95% on the next $500 million, .925% on the next $500 million, and .90%
on amounts thereafter. These rates are higher than those paid by most mutual
funds. Each Fund and Portfolio pays all expenses not assumed by LGT Asset
Management, GT Global or other agents. GT Global and LGT Asset Management have
undertaken to limit each Fund's, other than America Small Cap Fund's, America
Value Fund's and America Growth Fund's, expenses (exclusive of brokerage
commissions, taxes, interest and extraordinary expenses) to the maximum annual
level of 2.25% and 2.90% of the average daily net assets of the Fund's Class A
and Class B shares, respectively. Similarly, GT Global and LGT Asset Management
have undertaken to limit each of the America Small Cap Fund's, America Value
Fund's and America Growth Fund's expenses (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 the Fund's Class A and Class B
shares, respectively.
    

   
LGT Asset Management also serves as each Fund's and each Portfolio's pricing and
accounting agent. The monthly fee for these services to LGT Asset Management is
a percentage, not to exceed 0.03% annually, of the Fund's average daily net
assets. The annual fee rate is derived by applying 0.03% to the first $5 billion
of assets of GT Global Mutual Funds and 0.02% to the assets in excess of $5
billion and dividing the result by the aggregate assets of GT Global Mutual
Funds.
    

   
LGT Asset Management provides investment management and/or administration
services to GT Global Mutual Funds. LGT Asset Management and its worldwide asset
management affiliates have provided investment management and/or administration
services to institutional, corporate and individual clients around the world
since 1969. The U.S. offices of LGT Asset Management are located at 50
California Street, 27th Floor, San Francisco, California 94111.
    

   
LGT Asset Management and its worldwide affiliates, including LGT Bank in
Liechtenstein, formerly Bank in Liechtenstein, comprise Liechtenstein Global
Trust, formerly BIL GT Group Limited. Liechtenstein Global Trust is a provider
of global asset management and private banking products and services to
individual and institutional investors. Liechtenstein Global Trust 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. The principal business address of the Prince of Liechtenstein
Foundation is Herrengasse 12, FL-9490, Vaduz, Liechtenstein.
    

   
As of             , 1996, LGT Asset Management and its worldwide asset
management affiliates managed or administered approximately $   billion, of
which approximately $   billion consist of GT Global retail funds worldwide. In
the U.S., as of             , 1996, LGT Asset Management managed or administered
approximately $   billion in GT Global Mutual Funds. As of             , 1996,
assets under advice by the LGT Bank in Liechtenstein totaled approximately $
billion. As of             , 1996, assets entrusted to Liechtenstein Global
Trust totaled approximately $   billion.
    

                               Prospectus Page 47
<PAGE>
                             GT GLOBAL EQUITY FUNDS

   
In addition to the resources of its San Francisco office, LGT Asset Management
uses the expertise, personnel, data and systems of other offices of
Liechtenstein Global Trust, including investment offices in London, Hong Kong,
Tokyo, Singapore, Sydney and Frankfurt. In managing GT Global Mutual Funds, LGT
Asset Management employs a team approach, taking advantage of the resources of
these various investment offices around the world in seeking to achieve each
Fund's investment objective. Many of the investment managers who manage GT
Global Mutual Funds' portfolios are natives of the countries in which they
invest, speak local languages and/or live or work in the markets they follow.
    

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

                                  PACIFIC FUND

   
<TABLE>
<CAPTION>
                                                 RESPONSIBILITIES FOR                    BUSINESS EXPERIENCE
NAME/OFFICE                                            THE FUND                            LAST FIVE YEARS
- --------------------------------------  --------------------------------------  --------------------------------------
<S>                                     <C>                                     <C>
Lawrence Yip                            Portfolio Manager since 1993            Portfolio Manager for LGT Asset
 Hong Kong                                                                       Management and LGT Asset Management
                                                                                 Ltd. (Asia)
</TABLE>
    

                                  EUROPE FUND

   
<TABLE>
<CAPTION>
                                                 RESPONSIBILITIES FOR                    BUSINESS EXPERIENCE
NAME/OFFICE                                            THE FUND                            LAST FIVE YEARS
- --------------------------------------  --------------------------------------  --------------------------------------
<S>                                     <C>                                     <C>
Anna Powell                             Portfolio Manager since 1995            Portfolio Manager for LGT Asset
 London                                                                          Management PLC (London) and LGT Asset
                                                                                 Management since 1995; From 1989 to
                                                                                 1995, Ms. Powell was a Portfolio
                                                                                 Manager for Robert Fleming & Co.,
                                                                                 Ltd. (London).
Roger Yates                             Portfolio Manager since 1994            Portfolio Manager for LGT Asset
 London                                                                          Management PLC (London) and LGT Asset
                                                                                 Management since 1994. Prior thereto,
                                                                                 Mr. Yates was an Investment Manager
                                                                                 for Morgan Grenfell Asset Management.
</TABLE>
    

   
                          AMERICA SMALL CAP PORTFOLIO
    

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

   
                              AMERICA GROWTH FUND
    

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

                               Prospectus Page 48
<PAGE>
                             GT GLOBAL EQUITY FUNDS

   
                            AMERICA VALUE PORTFOLIO
    

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

   
                                 WORLDWIDE FUND
    

   
<TABLE>
<CAPTION>
                                                 RESPONSIBILITIES FOR                    BUSINESS EXPERIENCE
NAME/OFFICE                                            THE FUND                            LAST FIVE YEARS
- --------------------------------------  --------------------------------------  --------------------------------------
<S>                                     <C>                                     <C>
F. Christian Wignall                    Portfolio Manager since 1987            Chief Investment Officer -- Global
 San Francisco                                                                   Equities for LGT Asset Management.
Soraya M. Betterton                     Portfolio Manager since 1989            Portfolio Manager for LGT Asset
 San Francisco                                                                   Management.
Serge Selfslagh                         Portfolio Manager since 1993            Portfolio Manager for LGT Asset
 London                                                                          Management PLC (London) and LGT Asset
                                                                                 Management since 1993. Prior thereto,
                                                                                 Mr. Selfslagh was a Portfolio Manager
                                                                                 for Schroder Investment Management
                                                                                 (London) and its U.S. affiliate,
                                                                                 SCMI.
Michael Lindsell                        Portfolio Manager since 1992            Chief Investment Officer -- Japan for
 Tokyo                                                                           LGT Investment Trust Management Ltd.
                                                                                 as well as Portfolio Manager for LGT
                                                                                 Asset Management since 1992. Prior
                                                                                 thereto, Mr. Lindsell was a Director
                                                                                 of Warburg Asset Management (Tokyo).
</TABLE>
    

                                   JAPAN FUND

   
<TABLE>
<CAPTION>
                                                 RESPONSIBILITIES FOR                    BUSINESS EXPERIENCE
NAME/OFFICE                                            THE FUND                            LAST FIVE YEARS
- --------------------------------------  --------------------------------------  --------------------------------------
<S>                                     <C>                                     <C>
Michael Lindsell                        Portfolio Manager since 1992            Chief Investment Officer -- Japan for
 Tokyo                                                                           LGT Investment Trust Management Ltd.
                                                                                 as well as Portfolio Manager for LGT
                                                                                 Asset Management since 1992. Prior
                                                                                 thereto, Mr. Lindsell was a Director
                                                                                 of Warburg Asset Management (Tokyo).
</TABLE>
    

                               Prospectus Page 49
<PAGE>
                             GT GLOBAL EQUITY FUNDS

   
                               INTERNATIONAL FUND
    

   
<TABLE>
<CAPTION>
                                                 RESPONSIBILITIES FOR                    BUSINESS EXPERIENCE
NAME/OFFICE                                            THE FUND                            LAST FIVE YEARS
- --------------------------------------  --------------------------------------  --------------------------------------
<S>                                     <C>                                     <C>
F. Christian Wignall                    Portfolio Manager since 1987            Chief Investment Officer -- Global
 San Francisco                                                                   Equities for LGT Asset Management.
Michael Lindsell                        Portfolio Manager since 1992            Chief Investment Officer -- Japan for
 Tokyo                                                                           LGT Investment Trust Management Ltd.
                                                                                 as well as Portfolio Manager for LGT
                                                                                 Asset Management since 1992. Prior
                                                                                 thereto, Mr. Lindsell was a Director
                                                                                 of Warburg Asset Management (Tokyo).
Serge Selfslagh                         Portfolio Manager since 1993            Portfolio Manager for LGT Asset
 London                                                                          Management PLC (London) and LGT Asset
                                                                                 Management since 1993. Prior thereto,
                                                                                 Mr. Selfslagh was a Portfolio Manager
                                                                                 for Schroder Investment Management
                                                                                 (London) and its U.S. affiliate,
                                                                                 SCMI.
</TABLE>
    

                               Prospectus Page 50
<PAGE>
                             GT GLOBAL EQUITY FUNDS

   
In addition, in managing the Funds and the Portfolios, these individuals utilize
the research and related work of other members of LGT Asset Management's
investment staff. In placing orders for the Funds' and Portfolios' portfolio
transactions, LGT Asset Management seeks to obtain the best net results. LGT
Asset Management has no agreement or commitment to place orders with any
broker/dealer. Commissions or discounts in foreign securities exchanges and OTC
markets often are fixed and generally are higher than those in U.S. securities
exchanges or markets. 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.
and foreign 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, currency and options transactions. Consistent with its
obligation to obtain the best net results, LGT Asset Management may consider a
broker/dealer's sale of shares of the GT Global Mutual Funds as a factor in
considering through whom portfolio transactions will be effected. Brokerage
transactions for the Fund may be executed through any Liechtenstein Global Trust
affiliates.
    

   
The portfolio turnover rates for the Funds and the Portfolios during the fiscal
year ended December 31, 1995 ranged between   % and   %. See the sub-caption
"Portfolio Trading and Turnover" in the Statement of Additional Information.
Increases in portfolio turnover would involve correspondingly greater
transaction costs in the form of dealer spreads or brokerage commissions and
other costs that a Fund will bear directly, and could result in the realization
of net capital gains which would be taxable when distributed to shareholders.
    

   
DISTRIBUTION OF FUND SHARES. GT Global is the distributor, or principal
underwriter, of each Fund's Class A and Class B shares. Like LGT Asset
Management, GT Global is a subsidiary of Liechtenstein Global Trust with offices
at 50 California Street, 27th Floor, San Francisco, California 94111. As
distributor, GT 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. GT 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, GT Global pays a commission equal to 4.00% of the amount invested to
broker/dealers who sell Class B shares. A commission with respect to Class B
shares is not paid on exchanges or certain reinvestments in Class B shares.
    

   
GT 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 GT
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 GT
Global Mutual Funds, and/or other events sponsored by the broker/dealer. In
addition, GT Global makes ongoing payments to brokerage firms, financial
institutions (including banks) and others that facilitate the administration and
servicing of shareholder accounts.
    

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

                               Prospectus Page 51
<PAGE>
                             GT GLOBAL EQUITY FUNDS
   
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 GT 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.
    

   
GT Global's service and distribution expenses covered by the Plans include the
payment of ongoing commissions; the cost of any additional compensation paid by
GT 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 GT Global's service
and distribution activities, including, among other things, employee salaries,
bonuses and other overhead expenses. In addition, its expenses covered by 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, GT Global intends to
engage banks (if at all) only to perform administrative and shareholder
servicing functions. If a bank were 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. Under certain circumstances, duplicate mailings of such reports to
the same household may be consolidated. 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 OF THE COMPANY. The Company is organized as a Massachusetts
business trust and is registered with the SEC as a diversified open-end
management investment company.
    

   
From time to time the Company has and may continue to establish additional
funds, each corresponding to a distinct investment portfolio and a distinct
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

                               Prospectus Page 52
<PAGE>
                             GT GLOBAL EQUITY FUNDS
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
Growth Portfolio, a New York common law trust. The Declaration of Trust provides
that the America Small Cap Fund, America 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 such Funds nor their shareholders will be exposed
to a material risk of liability by reason of such Funds investing in their
corresponding Portfolios.
    

   
Whenever the America Small Cap Fund or America Value 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. 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. Shares for which no
voting instructions are received will be voted in the same proportion as the
shares for which voting instructions are received. Any information received from
the America Small Cap Portfolio and America Value Portfolio in the Portfolio's
reports to shareholders will be provided to the shareholders of its
corresponding Fund.
    

   
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

                               Prospectus Page 53
<PAGE>
                             GT GLOBAL EQUITY FUNDS
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. 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 GT Global Investor Services, Inc. The
Transfer Agent is an affiliate of LGT Asset Management and GT Global, a
subsidiary of Liechtenstein Global Trust 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 Massachusetts Avenue,
N.W., Washington, D.C. 20036-1800, acts as counsel to the Company and the Funds.
Kirkpatrick & Lockhart LLP also acts as counsel to LGT Asset Management, GT
Global and the Transfer Agent in connection with other matters.
    

   
INDEPENDENT ACCOUNTANTS. The Company's and each Fund's or Portfolio'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 each Fund and Portfolio, assists in the preparation of each Fund's and each
Portfolio's federal and state income tax returns and consults with the Company
and each Fund and Portfolio 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 54
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                                     NOTES

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

                               Prospectus Page 54
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                                     NOTES

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

                               Prospectus Page 55
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                                     NOTES

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

                               Prospectus Page 56
<PAGE>

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

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

 NOTE:  Trust registrations should specify name of trustee(s), beneficiary(ies)
 and date  of trust  instrument. Registration  for Uniform  Gifts/Transfers  to
 Minors  accounts should  be in  the name  of one  custodian and  one minor and
 include the state under which the custodianship is created.

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

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

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

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

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

<TABLE>
<S>                                                    <C>             <C>                                           <C>       <C>
                                                       INITIAL                                                       INITIAL
                                                       INVESTMENT                                                    INVESTMENT
07 / / GT GLOBAL WORLDWIDE GROWTH FUND                 $               13 / / GT GLOBAL LATIN AMERICA GROWTH FUND    $
                                                       ----------                                                    ----------
05 / / GT GLOBAL INTERNATIONAL GROWTH FUND             $               24 / / GT GLOBAL AMERICA SMALL CAP GROWTH     $
                                                       ----------             FUND                                   ----------
16 / / GT GLOBAL EMERGING MARKETS FUND                 $               06 / / GT GLOBAL AMERICA GROWTH FUND          $
                                                       ----------                                                    ----------
11 / / GT GLOBAL HEALTH CARE FUND                      $               23 / / GT GLOBAL AMERICA VALUE FUND           $
                                                       ----------                                                    ----------
15 / / GT GLOBAL TELECOMMUNICATIONS FUND               $               04 / / GT GLOBAL JAPAN GROWTH FUND            $
                                                       ----------                                                    ----------
19 / / GT GLOBAL INFRASTRUCTURE FUND                   $               10 / / GT GLOBAL GROWTH & INCOME FUND         $
                                                       ----------                                                    ----------
17 / / GT GLOBAL FINANCIAL SERVICES FUND               $               09 / / GT GLOBAL GOVERNMENT INCOME FUND       $
                                                       ----------                                                    ----------
21 / / GT GLOBAL NATURAL RESOURCES FUND                $               08 / / GT GLOBAL STRATEGIC INCOME FUND        $
                                                       ----------                                                    ----------
22 / / GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND   $               18 / / GT GLOBAL HIGH INCOME FUND             $
                                                       ----------                                                    ----------
02 / / GT GLOBAL NEW PACIFIC GROWTH FUND               $               01 / / GT GLOBAL DOLLAR FUND                  $
                                                       ----------                                                    ----------
03 / / GT GLOBAL EUROPE GROWTH FUND                    $
                                                       ----------
  CHECKWRITING PRIVILEGE
 Checkwriting privilege available on Class A shares of GT Global Dollar Fund and GT Global Government Income Fund.
 / / Check here if desired. You will be sent a book of checks.
  CAPITAL GAINS AND DIVIDEND DISTRIBUTIONS                                                TOTAL INITIAL INVESTMENT:  $
                                                                                                                     ----------
 All capital gains and dividend distributions will be reinvested in additional shares of the same class unless appropriate
 boxes below are checked:
 / / Pay capital gain distributions only in cash   / / Pay dividends only in cash   / / Pay capital gain distributions AND
 dividends in cash.
  SPECIAL CAPITAL GAINS AND DIVIDEND DISTRIBUTIONS OPTION
 Pay distributions noted above to another GT Global Mutual Fund: Fund Name ------------------------------------------
</TABLE>

 AGREEMENTS & SIGNATURES

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

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

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

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

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

     OR, / / I am (the payee is) subject to backup withholding.
     ALL ACCOUNT OWNERS MUST SIGN BELOW (Minors are not authorized signers)
  Account revisions may require that signatures be guaranteed. Please see the
                                  Prospectus.

<TABLE>
<S>                                                           <C>
 -----------------------------------------------------------
 Date

 X                                                            X
 ----------------------------------------------------------   ----------------------------------------------------------

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

<PAGE>

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

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

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

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

 LIST OF OTHER G.T. FUND ACCOUNTS:

<TABLE>
<S>                                                    <C>
 -------------------------------------------           --------------------------------------------------
 -------------------------------------------           --------------------------------------------------
 -------------------------------------------           --------------------------------------------------
</TABLE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

AUTOMATIC INVESTMENT PLAN     / / YES  / / NO

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

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

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

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

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

<TABLE>
<S>        <C>                            <C>
           GT GLOBAL
           MUTUAL FUNDS                                                               AUTOMATIC INVESTMENT PLAN
</TABLE>

[LOGO]

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

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

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

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

                                     (OVER)
<PAGE>

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

SYSTEMATIC WITHDRAWAL PLAN    / / YES  / / NO
MINIMUM REQUIREMENTS: $10,000 INITIAL ACCOUNT BALANCE AND $100 MINIMUM PERIODIC PAYMENT.
I/We hereby authorize the Transfer Agent of the GT Global Mutual Funds to redeem the necessary number of / / Class A
or / / Class B shares from my/our GT Global Account on the designated dates in order to make the following periodic
payments:
/ / Monthly on the 25th day        / / Quarterly beginning on the 25th day of the month you first select
(The request for participation in the Plan must be received by the 18th day of the month in which you wish withdrawals
to begin.)
Maximum annual withdrawal of 12% of initial account balance for shares subject to a contingent deferred sales charge.
Withdrawals in excess of 12% of the initial account balance annually may result in assessment of a contingent deferred
sales charge, as described in the applicable Fund's prospectus.
Amount of each check ($100 minimum): $ -----------------

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

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

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

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

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

INDEMNIFICATION AGREEMENT

To: Bank Named on the Reverse

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

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

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

   
                             GT GLOBAL MUTUAL FUNDS
    

   
  GT GLOBAL OFFERS A BROAD RANGE OF MUTUAL FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS.  FOR MORE INFORMATION AND  A PROSPECTUS ON ANY  OF THE GT GLOBAL
  MUTUAL FUNDS,  PLEASE  CONTACT YOUR  FINANCIAL  ADVISOR OR  CALL  GT  GLOBAL
  DIRECTLY AT 1-800-824-1580.
    

GROWTH FUNDS

/ / GLOBALLY DIVERSIFIED FUNDS

   
GT GLOBAL WORLDWIDE GROWTH FUND
    
Invests around the world, including the U.S.

   
GT GLOBAL INTERNATIONAL GROWTH FUND
    
Provides portfolio diversity by investing outside
the U.S.

   
GT GLOBAL EMERGING MARKETS FUND
    
Gives access to the growth potential of developing economies

/ / GLOBAL THEME FUNDS

   
GT GLOBAL HEALTH CARE FUND
    
Invests in growing health care industries worldwide

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

   
GT GLOBAL INFRASTRUCTURE FUND
    
Seeks companies that build, improve or maintain a country's infrastructure

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

   
GT GLOBAL NATURAL RESOURCES FUND
    
Concentrates on companies that own, explore or develop natural resources

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

/ / REGIONALLY DIVERSIFIED FUNDS

   
GT GLOBAL NEW PACIFIC GROWTH FUND
    
Offers access to the emerging and established markets of the Pacific Rim,
excluding Japan

   
GT GLOBAL EUROPE GROWTH FUND
    
Focuses on investment opportunities in the new, unified Europe

   
GT GLOBAL LATIN AMERICA GROWTH FUND
    
Invests in the emerging markets of Latin America

/ / SINGLE COUNTRY FUNDS

   
GT GLOBAL AMERICA SMALL CAP GROWTH FUND
    
   
Invests in equity securities of small U.S. companies
    

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

   
GT GLOBAL AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    

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

GROWTH AND INCOME FUND

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

INCOME FUNDS

   
GT GLOBAL GOVERNMENT INCOME FUND
    
Earns monthly income from global government securities

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

   
GT GLOBAL HIGH INCOME FUND
    
Invests in debt securities in emerging markets

MONEY MARKET FUND

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

worldwide for stability and preservation of capital

[LOGO]

   
  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,  GT GLOBAL
  EQUITY FUNDS, GROWTH  PORTFOLIO, LGT  ASSET MANAGEMENT, INC.  OR GT  GLOBAL,
  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.
    

   
                                                                   GRWPR601132MC
    
<PAGE>
   
                     GT GLOBAL EQUITY FUNDS: ADVISOR CLASS
    
   
                          PROSPECTUS -- APRIL 29, 1996
    
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                               <C>
        GT GLOBAL WORLDWIDE GROWTH FUND               GT GLOBAL AMERICA SMALL CAP GROWTH FUND
               ("WORLDWIDE FUND")                            ("AMERICA SMALL CAP FUND")
      GT GLOBAL INTERNATIONAL GROWTH FUND                  GT GLOBAL AMERICA GROWTH FUND
             ("INTERNATIONAL FUND")                           ("AMERICA GROWTH FUND")
       GT GLOBAL NEW PACIFIC GROWTH FUND                    GT GLOBAL AMERICA VALUE FUND
              ("NEW PACIFIC FUND")                             ("AMERICA VALUE FUND")
          GT GLOBAL EUROPE GROWTH FUND                      GT GLOBAL JAPAN GROWTH FUND
                ("EUROPE FUND")                                    ("JAPAN FUND")
</TABLE>
    

   
Collectively the above-named Funds are known as the GT Global Equity Funds. Each
GT Global Equity Fund (individually, a "Fund," collectively, the "Funds"),
except America Small Cap Fund and America Value Fund, seeks its investment
objective of long-term growth of capital by investing in the securities of
issuers domiciled in the Fund's Primary Investment Area. THE AMERICA SMALL CAP
FUND AND THE AMERICA VALUE FUND SEEK LONG-TERM CAPITAL APPRECIATION BY INVESTING
ALL OF THEIR INVESTABLE ASSETS IN THE SMALL CAP GROWTH PORTFOLIO AND THE VALUE
PORTFOLIO, RESPECTIVELY (INDIVIDUALLY, THE "AMERICA SMALL CAP PORTFOLIO" AND
"AMERICA VALUE PORTFOLIO," OR THE "PORTFOLIO," AND, COLLECTIVELY, THE
"PORTFOLIOS"), WHICH IN TURN, INVEST IN SECURITIES OF ISSUERS DOMICILED IN THEIR
RESPECTIVE PRIMARY INVESTMENT AREAS. EACH PORTFOLIO'S INVESTMENT OBJECTIVE AND
PRIMARY INVESTMENT AREA IS IDENTICAL TO THAT OF ITS CORRESPONDING FUND. AS THIS
STRUCTURE IS DIFFERENT FROM MANY OTHER MUTUAL FUNDS WHICH DIRECTLY ACQUIRE AND
MANAGE THEIR OWN PORTFOLIOS, INVESTORS SHOULD CAREFULLY CONSIDER THIS INVESTMENT
APPROACH. For additional information on the Funds and the Portfolios and a
description of each Primary Investment Area, see "Investment Objectives and
Policies; Risk Factors," and "Management."
    

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

   
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.
    

   
Each Fund is organized as a "diversified" series of G.T. Global Growth Series
(the "Company"). The Portfolios are organized as subtrusts of Growth Portfolio.
Both the Funds and the Portfolios are managed and/or administered by LGT Asset
Management, Inc. ("LGT Asset Management"), formerly G.T. Capital Management,
Inc. LGT Asset Management and its worldwide affiliates are part of Liechtenstein
Global Trust, a provider of global asset management and private banking products
and services to individual and institutional investors.
    

   
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 April 29, 1996, has been filed with
the Securities and Exchange Commission and, as supplemented or amended 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 94111, or by calling (800) 824-1580.
    

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

[LOGO]

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

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>
   
                             GT GLOBAL EQUITY FUNDS
    

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

   
<TABLE>
<CAPTION>
                                                                                              Page
                                                                                            ---------
<S>                                                                                         <C>
Prospectus Summary........................................................................          3
Financial Highlights......................................................................          9
Investment Objectives and Policies; Risk Factors..........................................         23
How To Invest.............................................................................         31
How to Make Exchanges.....................................................................         32
How to Redeem Shares......................................................................         33
Shareholder Account Manual................................................................         35
Calculation of Net Asset Value............................................................         36
Dividends, Other Distributions and Federal Income Taxation................................         37
Management................................................................................         38
Other Information.........................................................................         43
</TABLE>
    

                               Prospectus Page 2
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

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

   
<TABLE>
<S>                                               <C>
        GT GLOBAL WORLDWIDE GROWTH FUND               GT GLOBAL AMERICA SMALL CAP GROWTH FUND
      GT GLOBAL INTERNATIONAL GROWTH FUND                  GT GLOBAL AMERICA GROWTH FUND
       GT GLOBAL NEW PACIFIC GROWTH FUND                    GT GLOBAL AMERICA VALUE FUND
          GT GLOBAL EUROPE GROWTH FUND                      GT GLOBAL JAPAN GROWTH FUND
</TABLE>
    

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

   
<TABLE>
<S>                            <C>                               <C>
Investment Objectives:         The Worldwide Fund, International Fund, Pacific Fund, Europe Fund,
                               Japan  Fund  and  America  Growth Fund  seek  long-term  growth of
                               capital; the America Small  Cap Fund and  America Value Fund  seek
                               long-term capital appreciation

Principal Investments:         Each Fund invests primarily in equity securities of issuers within
                               its Primary Investment Area

                               America Small Cap Fund invests all of its investable assets in the
                               America  Small Cap Portfolio, that,  in turn, invests primarily in
                               the  equity  securities  of  small  capitalization  ("small  cap")
                               companies domiciled in the United States

                               America  Value Fund  invests all of  its investable  assets in the
                               America Value Portfolio, that, in turn, invests primarily in those
                               equity securities of medium to large cap issuers domiciled in  the
                               United  States that LGT Asset  Management believes are undervalued
                               and  therefore   offer   above-average   potential   for   capital
                               appreciation

Investment Manager:            LGT  Asset  Management,  part  of  Liechtenstein  Global  Trust, a
                               provider of global asset  management and private banking  products
                               and  services to individual  and institutional investors entrusted
                               with approximately $45 billion in total assets

                               Advisor Class shares  are offered through  this Prospectus to  (a)
Advisor Class Shares:          trustees  or  other  fiduciaries  purchasing  shares  for employee
                               benefit plans which are sponsored  by organizations which have  at
                               least  1,000 employees;  (b) any account  with assets  of at least
                               $25,000 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  with assets  of at least  $25,000 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 Liechtenstein Global
                               Trust; and (e) any of the companies comprising or affiliated  with
                               Liechtenstein Global Trust

Exchange Privileges:           Advisor Class shares of one Fund may only be exchanged for Advisor
                               Class  shares of other GT Global  Mutual Funds, which are open-end
                               management investment companies advised and/or administered by LGT
                               Asset Management and registered  with the Securities and  Exchange
                               Commission
</TABLE>
    

                               Prospectus Page 3
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
   
<TABLE>
<S>                            <C>                               <C>
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 GT Global Funds

Net Asset Value:               Advisor  Class shares of GT Global Equity Funds are expected to be
                               quoted daily in the financial section of most newspapers
</TABLE>
    

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

   
INVESTMENT MANAGER AND ADMINISTRATOR. LGT Asset Management is the investment
manager and administrator for the Portfolios and for the Worldwide Fund,
International Fund, Pacific Fund, Europe Fund, America Growth Fund and Japan
Fund, and is also the administrator for the America Small Cap Fund and the
America Value Fund. LGT Asset Management and its worldwide asset management
affiliates maintain fully-staffed investment offices in San Francisco, London,
Hong Kong, Tokyo, Singapore, Sydney and Frankfurt. LGT Asset Management is part
of Liechtenstein Global Trust, a provider of global asset management and private
banking products and services to individual and institutional investors. As of
            , 1996, assets entrusted to Liechtenstein Global Trust totaled
approximately $  billion. The companies comprising Liechtenstein Global Trust
are indirect subsidiaries of the Prince of Liechtenstein Foundation. See
"Management."
    

   
The Worldwide Fund, International Fund, Pacific Fund, Europe Fund, America
Growth Fund and Japan Fund seek long-term growth of capital. The America Small
Cap Fund and America Value Fund seek long-term capital appreciation. Each Fund
is hereinafter referred to individually as a "Fund" and collectively as "Funds."
Each Fund is a diversified series of G.T. Global Growth Series ("Company"), a
registered open-end management investment company.
    

   
The Worldwide Fund, International Fund, Pacific Fund, Europe Fund, America
Growth Fund and Japan Fund seek their investment objective by investing, under
normal circumstances, at least 65% of their total assets in the equity
securities of issuers domiciled in that Fund's Primary Investment Area. The
Primary Investment Area of each Fund corresponds to that Fund's name. Under
normal conditions, 20% to 60% of the Worldwide Growth Fund's assets are invested
in equity securities of U.S. issuers. The Worldwide Fund, International Fund,
Pacific Fund, Europe Fund, Japan Fund, and America Growth Fund may invest up to
35% of their total assets in the equity securities of issuers domiciled outside
of their Primary Investment Area. The Worldwide Fund, International Fund,
Pacific Fund, Europe Fund, America Growth Fund and Japan Fund may invest up to
35% of their assets in convertible bonds and investment grade debt securities.
    

   
The America Growth Fund currently expects to invest a majority of its assets in
the securities of mid-and small-size companies. In selecting securities for
inclusion in the America Growth Fund's portfolio, LGT Asset Management normally
initially focuses on companies with total equity market capitalizations of $2
billion or less. The America Small Cap Fund seeks its investment objective by
investing all of its investable assets in the America Small Cap Portfolio, that,
in turn, invests, under normal circumstances, at least 65% of its total assets
in equity securities 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 America Small Cap Portfolio's assets
may be invested in common stocks, convertible preferred stocks,
    

                               Prospectus Page 4
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
   
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 America Value Fund seeks its investment objective by investing all of its
investable assets in the America Value Portfolio, that, in turn, invests, under
normal circumstances, at least 65% of its total assets in equity securities of
medium to large cap issuers domiciled in the United States that LGT Asset
Management believes to be undervalued in relation to long-term earning power or
other factors. For purposes of the foregoing, "medium to large cap" issuers are
issuers with a market capitalizations greater than $500 million at the time of
purchase by the America Value Portfolio. The remainder of the America Value
Portfolio 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 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. The
America Small Cap Portfolio and America Value Portfolio are hereinafter referred
to individually as a "Portfolio," or together, as the "Portfolios."
    

   
Equity securities in which the Funds or Portfolios may invest include common
stocks, preferred stocks and warrants to acquire such securities. In selecting
securities, LGT Asset Management attempts to identify those countries (where
multiple markets are permitted) and industries (in each case) where economic and
political factors, including currency movements, are likely to produce
above-average growth, and then seeks those companies within the countries and
industries so identified that are best positioned and managed to take advantage
of such factors. See "Investment Objectives and Policies; Risk Factors."
    

   
INVESTMENT TECHNIQUES AND RISK FACTORS.
    
   
The Worldwide Fund, International Fund, Pacific Fund, Europe Fund, America
Growth Fund and Japan Fund may engage in certain foreign currency, options and
futures transactions to attempt to hedge against the overall level of investment
and currency risk associated with its present or planned investments. For
temporary defensive purposes, the Worldwide Fund, International Fund, Pacific
Fund, Europe Fund, America Growth Fund and Japan Fund may hold U.S. or foreign
currency and/or may invest any portion of its assets in debt securities or high
quality money market instruments of U.S. or foreign issuers. The Worldwide Fund,
International Fund, Pacific Fund, Europe Fund, America Growth Fund and Japan
Fund may also hold cash and invest in high quality foreign or domestic money
market instruments pending investment of proceeds from new sales of Fund shares,
or to meet their ordinary daily cash needs. See "Investment Objectives and
Policies; Risk Factors."
    

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

   
There is no assurance that any Fund or Portfolio will achieve its investment
objective. Each Fund's net asset value will fluctuate, reflecting fluctuations
in the market value of its securities. Changes in foreign currency exchange
rates also may affect a
    

                               Prospectus Page 5
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
Fund's net asset value, earnings and gains and losses realized on sales of
securities.

   
Investments in foreign securities involve risks relating to political and
economic developments abroad and the differences between the regulations to
which U.S. and foreign issuers are subject. Individual foreign economies also
may differ favorably or unfavorably from the U.S. economy. Securities of foreign
companies may be less liquid and their prices more volatile than those of
securities of comparable U.S. companies. Certain foreign countries may impose
withholding taxes on income earned and/or gains realized by a Fund in connection
with investments in such countries. The Worldwide Fund's, International Fund's,
Pacific Fund's, Europe Fund's, America Growth Fund's and Japan Fund's
participation in the currency, options and futures markets involves certain
risks and transaction costs. Each Portfolio's participation in the options and
futures markets involves certain risks and transaction costs. See "Investment
Objectives and Policies; Risk Factors."
    

   
PURCHASES AND REDEMPTIONS.
    
   
Advisor Class shares of each Fund's common stock are available through Financial
Advisors who have entered into agreements with the Fund's distributor, GT
Global, Inc. ("GT Global") and certain of its affiliates. See "How to Invest"
and "Shareholder Account Manual." Shares may be redeemed through the Funds'
transfer agent, GT Global Investor Services, Inc. ("Transfer Agent"). See "How
to Redeem Shares" and "Shareholder Account Manual."
    

   
                               Prospectus Page 6
    
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

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

SUMMARY OF INVESTOR COSTS. The expenses and maximum transactions costs
associated with investing in the Advisor Class shares of each Fund are reflected
in the following tables*:

   
<TABLE>
<CAPTION>
                                                             GT GLOBAL                            GT GLOBAL
                                GT GLOBAL     GT GLOBAL         NEW       GT GLOBAL   GT GLOBAL    AMERICA    GT GLOBAL   GT GLOBAL
                                WORLDWIDE   INTERNATIONAL     PACIFIC      EUROPE       JAPAN     SMALL CAP    AMERICA     AMERICA
                                 GROWTH        GROWTH         GROWTH       GROWTH      GROWTH      GROWTH      GROWTH       VALUE
                                  FUND          FUND           FUND         FUND        FUND        FUND        FUND        FUND
                                ---------   -------------   -----------   ---------   ---------   ---------   ---------   ---------
                                 ADVISOR       ADVISOR        ADVISOR      ADVISOR     ADVISOR     ADVISOR     ADVISOR     ADVISOR
                                  CLASS         CLASS          CLASS        CLASS       CLASS       CLASS       CLASS       CLASS
                                ---------   -------------   -----------   ---------   ---------   ---------   ---------   ---------
<S>                             <C>         <C>             <C>           <C>         <C>         <C>         <C>         <C>
SHAREHOLDER TRANSACTION COSTS:
  Maximum sales charge on
   purchases (as a % of
   offering price)............    None          None           None         None        None        None        None        None
  Sales charges on reinvested
   distributions..............    None          None           None         None        None        None        None        None
  Deferred sales charges......    None          None           None         None        None        None        None        None
  Redemption charges..........    None          None           None         None        None        None        None        None
  Exchange fees:
    -- On first four exchanges
       each year..............    None          None           None         None        None        None        None        None
    -- On each additional
       exchange...............   $7.50         $7.50          $7.50        $7.50       $7.50       $7.50       $7.50       $7.50

ANNUAL FUND OPERATING EXPENSES
 (AS A % OF AVERAGE NET
 ASSETS):
  Investment management and
   administration fees........     .98%          .97%           .97%         .96%        .98%        .73%        .73%        .73%
  12b-1 service and
   distribution costs.........    None          None           None         None        None        None        None        None
  Other expenses..............    0.57%         0.47%          0.58%        0.57%       0.77%       0.92%       0.51%       0.92%
                                ---------      -----          -----       ---------   ---------   ---------   ---------   ---------
  Total Fund Operating
   Expenses...................    1.55%         1.44%          1.55%        1.53%       1.75%       1.65%       1.24%       1.65%
                                ---------      -----          -----       ---------   ---------   ---------   ---------   ---------
                                ---------      -----          -----       ---------   ---------   ---------   ---------   ---------
</TABLE>
    

                               Prospectus Page 7
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                               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     5 YEARS   10 YEARS
                                                                                   ----------  ----------  ---------  ---------
<S>                                                                                <C>         <C>         <C>        <C>
  GT Global Worldwide Growth Fund
      Advisor Class shares.......................................................        $16         $48      N/A        N/A
  GT Global International Growth Fund
      Advisor Class shares.......................................................         14          45      N/A        N/A
  GT Global New Pacific Growth Fund
      Advisor Class shares.......................................................         16          48      N/A        N/A
  GT Global Europe Growth Fund
      Advisor Class shares.......................................................         15          48      N/A        N/A
  GT Global Japan Growth Fund
      Advisor Class shares.......................................................         18          54      N/A        N/A
  GT Global America Small Cap Growth Fund
      Advisor Class shares.......................................................         16          52      N/A        N/A
  GT Global America Growth Fund
      Advisor Class shares.......................................................         12          39      N/A        N/A
  GT Global America Value Fund
      Advisor Class shares.......................................................         16          52      N/A        N/A
<FN>
- ------------------
*    BECAUSE ADVISOR CLASS SHARES WERE NOT OFFERED PRIOR TO JUNE 1, 1995,
     EXPENSES ARE ESTIMATES AND DO NOT REFLECT ACTUAL ADVISOR CLASS EXPENSES.
     SUCH DATA ARE DERIVED FROM CLASS A AND CLASS B SHARE EXPENSES FOR A FUND'S
     FISCAL YEAR ENDED DECEMBER 31, 1995. THESE TABLES ARE INTENDED TO ASSIST
     INVESTORS IN UNDERSTANDING THE VARIOUS COSTS AND EXPENSES ASSOCIATED WITH
     INVESTING IN THE FUNDS. "Other expenses" include custody, transfer agent,
     legal, audit and other expenses. The transfer agent fees are calculated on
     a per account and per transaction basis, rather than on the basis of
     average net assets. "Other Expenses" may be reduced to the extent that (i)
     certain broker/dealers executing the Funds' portfolio transactions pay all
     or a portion of the Funds' custodian expenses, 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 Funds. Without such
     reductions, "Other expenses" for Advisor Class shares of Worldwide Growth
     Fund, International Growth Fund, Pacific Growth Fund, Europe Growth Fund,
     Japan Growth Fund, and America Growth Fund are estimated to be 0.60%,
     0.52%, 0.63%, 0.65%, 0.89% and 0.51%, respectively. See "Management" herein
     and in the Statement of Additional Information for more information.
     Investors purchasing Advisor Class shares through financial planners, trust
     companies, bank trust departments or registered investment advisers, or
     under a "wrap fee" program, will be subject to additional fees charged by
     such entities or by the sponsors of such programs. Where any account
     advised by one of the companies comprising or affiliated with Liechtenstein
     Global Trust invests in Advisor Class shares of a Fund, such account shall
     not be subject to duplicative advisory fees. THE "HYPOTHETICAL EXAMPLE" SET
     FORTH ABOVE IS NOT A REPRESENTATION OF PAST OR FUTURE EXPENSES; EACH FUND'S
     ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN. The above tables and
     the assumption in the Hypothetical 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.
</TABLE>
    

                               Prospectus Page 8
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                              FINANCIAL HIGHLIGHTS

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

   
The tables below provide condensed information concerning income and capital
changes for one share of each Fund for the periods shown. This information is
supplemented by the financial statements and accompanying notes appearing in the
Statement of Additional Information. The financial statements and notes for the
Worldwide Fund, International Fund, Pacific Fund, Europe Fund, America Growth
Fund and Japan Fund for the fiscal year ended December 31, 1995, and the
financial statements and notes for the America Small Cap Fund and America Value
Fund for the period October 18, 1995 (commencement of operations) to December
31, 1995, have been audited by Coopers & Lybrand, L.L.P., independent
accountants, whose reports thereon appear in the Statement of Additional
Information. Information presented below for the periods ended December 31, 1991
and prior thereto was audited by other auditors, which served as the Funds'
independent certified public accountants for those periods.
    

   
                        GT GLOBAL WORLDWIDE GROWTH FUND
    

   
<TABLE>
<CAPTION>
                                                         CLASS A+
                           --------------------------------------------------------------------
                                                 YEAR ENDED DECEMBER 31,
                           --------------------------------------------------------------------
                             1995        1994        1993*       1992        1991        1990
                           ---------   ---------   ---------   ---------   ---------   --------
<S>                        <C>         <C>         <C>         <C>         <C>         <C>
Per Share Operating
 Performance:
Net asset value,
 beginning of period.....               $17.47      $14.47      $14.07      $11.83     $13.63
                           ---------   ---------   ---------   ---------   ---------   --------
Net investment income
 (loss)..................                (0.00)       0.04        0.07        0.10       0.11
Net realized and
 unrealized gain (loss)
 on
 investments.............                (1.16)       3.92        0.39        2.29      (1.82)
                           ---------   ---------   ---------   ---------   ---------   --------
Net increase (decrease)
 in net asset value
 resulting from
 investment operations...                (1.16)       3.96        0.46        2.39      (1.71)
                           ---------   ---------   ---------   ---------   ---------   --------
Distributions:
  Net investment
   income................                (0.00)      (0.00)      (0.00)      (0.15)     (0.09)
  Net realized gain on
   investments...........                (0.78)      (0.96)      (0.06)      (0.00)     (0.00)
                           ---------   ---------   ---------   ---------   ---------   --------
    Total
     distributions.......                (0.78)      (0.96)      (0.06)      (0.15)     (0.09)
                           ---------   ---------   ---------   ---------   ---------   --------
Net asset value, end of
 period..................               $15.53      $17.47      $14.47      $14.07     $11.83
                           ---------   ---------   ---------   ---------   ---------   --------
                           ---------   ---------   ---------   ---------   ---------   --------
Total investment return
 (c).....................                (6.65)%      27.6%        3.3%       20.3%    (12.5)%
                           ---------   ---------   ---------   ---------   ---------   --------
                           ---------   ---------   ---------   ---------   ---------   --------

Ratios and supplemental
 data:
Net assets, end of period
 (in 000's)..............              $182,467    $193,997    $141,310    $126,868    $85,894
Ratio of net investment
 income (loss) to average
 net assets..............                (0.01)%       0.9%        0.5%        0.8%       0.7%
Ratio of expenses to
 average net assets:
  With expense
   reduction.............                 1.81%        1.9%        2.1%        2.0%       2.1%
  Without expense
   reductions............                 1.84%         --%(d)      --%(d)      --%(d)     --%(d)
Portfolio turnover
 rate++++................                   86%         92%         95%        122%       107%
<FN>
- ------------------
+      All capital shares issued and outstanding as of March 31, 1993, were
       reclassified as Class A shares.
++     Commencing April 1, 1993, the Fund began offering Class B shares.
+++    On June 1, 1995, the Fund began offering Advisor Class shares.
++++   Portfolio turnover is calculated on the basis of the Fund as a whole
       without distinguishing between the classes of shares issued.
*      Calculated based upon weighted average shares outstanding during the
       period.
(a)    Not annualized.
(b)    Annualized.
(c)    Total investment return does not include sales charges.
(d)    Calculation of "Ratio of expenses to average net assets" was made without
       considering the effect of expense reduction, if any.
</TABLE>
    

                               Prospectus Page 9
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

   
                  GT GLOBAL WORLDWIDE GROWTH FUND (CONTINUED)
    

   
<TABLE>
<CAPTION>
                                        CLASS A+                              CLASS B++                ADVISOR CLASS+++
                           -----------------------------------   -----------------------------------   ----------------
                                                 JUNE 9, 1987
                                                 (COMMENCEMENT
                                                      OF
                           YEAR ENDED DECEMBER    OPERATIONS)    YEAR ENDED DECEMBER   APRIL 1, 1993     JUNE 1, 1995
                                   31,              THROUGH              31,                TO                TO
                           -------------------   DECEMBER 31,    -------------------   DECEMBER 31,      DECEMBER 31,
                             1989       1988         1987          1995       1994         1993*             1995
                           --------   --------   -------------   --------   --------   -------------   ----------------
<S>                        <C>        <C>        <C>             <C>        <C>        <C>             <C>
Per Share Operating
 Performance:
Net asset value,
 beginning of period.....  $10.18      $8.84        $10.00                  $17.39        $15.67                $
                           --------   --------   -------------   --------   --------   -------------     --------
Net investment income
 (loss)..................   (0.01)      0.02         (0.05)                  (0.11)        (0.04)
Net realized and
 unrealized gain (loss)
 on investments..........    3.82       1.42         (1.11)                  (1.16)         2.72
                           --------   --------   -------------   --------   --------   -------------     --------
Net increase (decrease)
 in net asset value
 resulting from
 investment operations...    3.81       1.44         (1.16)                  (1.27)         2.68
                           --------   --------   -------------   --------   --------   -------------     --------
Distributions:
  Net investment
   income................   (0.00)     (0.00)        (0.00)                  (0.00)        (0.00)
  Net realized gain on
   investments...........   (0.36)     (0.10)        (0.00)                  (0.78)        (0.96)
                           --------   --------   -------------   --------   --------   -------------     --------
    Total
     distributions.......   (0.36)     (0.10)        (0.00)                  (0.78)        (0.96)
                           --------   --------   -------------   --------   --------   -------------     --------
Net asset value, end of
 period..................  $13.63     $10.18         $8.84                  $15.34        $17.39
                           --------   --------   -------------   --------   --------   -------------     --------
                           --------   --------   -------------   --------   --------   -------------     --------
Total investment return
 (c).....................    37.6%      16.3%       (11.60)%(a)              (7.32)%        17.3%(a)             %
                           --------   --------   -------------   --------   --------   -------------     --------
                           --------   --------   -------------   --------   --------   -------------     --------

Ratios and supplemental
 data:
Net assets, end of period
 (in 000's)..............  $38,263    $11,673       $6,570                  $52,567      $20,592                $
Ratio of net investment
 income (loss) to average
 net assets..............    (0.1)%      0.2%         (1.4)%(b)              (0.66)%        (0.4)%(b)            %
Ratio of expenses to
 average net assets
 before expense
 reductions..............                                                     2.49%                              %
Ratio of expenses to
 average net assets:
  With expense
   reduction.............     2.0%       2.0%          2.8%(b)                2.46%          2.5%(b)             %
  Without expense
   reduction.............      --%(d)     --%(d)        --%(d)         %      2.49%(d)        --%(d)             %
Portfolio turnover
 rate++++................      91%       181%          271%                     86%           92%                %
</TABLE>
    

- --------------
+     All capital shares issued and outstanding as of March 31, 1993, were
     reclassified as Class A shares.

++    Commencing April 1, 1993, the Fund began offering Class B shares.

   
+++   On June 1, 1995, the Fund began offering Advisor Class shares.
    

   
++++  Portfolio turnover is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares issued.
    

*     Calculated based upon weighted average shares outstanding during the
     period.

(a)   Not annualized.

(b)   Annualized.

(c)   Total investment return does not include sales charges.

   
(d)   Calculation of "Ratio of expenses to average net assets" was made without
     considering the effect of expense reduction, if any.
    

                               Prospectus Page 10
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                      GT GLOBAL INTERNATIONAL GROWTH FUND

   
<TABLE>
<CAPTION>
                                                                            CLASS A+
                                           ---------------------------------------------------------------------------
                                                                     YEAR ENDED DECEMBER 31,
                                           ---------------------------------------------------------------------------
                                              1995         1994        1993*         1992         1991         1990
                                           ----------   ----------   ----------   ----------   ----------   ----------
<S>                                        <C>          <C>          <C>          <C>          <C>          <C>
Per Share Operating Performance:
Net asset value, beginning of period.....                   $11.02        $8.21        $8.74        $7.82        $9.25
                                           ----------   ----------   ----------   ----------   ----------   ----------
Net investment income (loss).............                    (0.04)        0.03         0.11         0.14         0.10
Net realized and unrealized gain (loss)
 on
 investments.............................                    (0.82)        2.78        (0.62)        0.89        (1.42)
                                           ----------   ----------   ----------   ----------   ----------   ----------
Net increase (decrease) in net asset
 value resulting from investment
 operations..............................                    (0.86)        2.81        (0.51)        1.03        (1.32)
                                           ----------   ----------   ----------   ----------   ----------   ----------
Distributions:
  Net investment income..................                    (0.04)       (0.00)       (0.02)       (0.11)       (0.11)
  Net realized gain on investments and
   foreign
   currency..............................                    (0.95)       (0.00)       (0.00)       (0.00)       (0.00)
                                           ----------   ----------   ----------   ----------   ----------   ----------
      Total distributions................                    (0.99)       (0.00)       (0.02)       (0.11)       (0.11)
                                           ----------   ----------   ----------   ----------   ----------   ----------
Net asset value, end of period...........                    $9.17       $11.02        $8.21        $8.74        $7.82
                                           ----------   ----------   ----------   ----------   ----------   ----------
                                           ----------   ----------   ----------   ----------   ----------   ----------
Total investment return***...............                    (7.78)%       34.2%        (5.8)%       13.2%       (14.3)%
                                           ----------   ----------   ----------   ----------   ----------   ----------
                                           ----------   ----------   ----------   ----------   ----------   ----------

Ratios and supplemental data:
Net assets, end of period (in 000's).....               $  430,701   $  523,397   $  421,693   $  463,851   $  343,949
Ratio of net investment income (loss) to
 average net assets......................                    (0.04)%        0.3%         1.2%         1.5%         1.4%
Ratio of expenses to average net assets:
  With expense reduction.................                     1.70%         1.8%         1.9%         1.9%         1.9%
  Without expense reduction..............          %          1.75%()         --%(c)         --%(c)         --%(c)         --%(c)
Portfolio turnover rate+++...............                       96%          90%          89%          83%          58%
</TABLE>
    

- --------------
+   Commencing April 1, 1993, the Fund began offering Class B shares. All
    capital shares issued and outstanding as of March 31, 1993 were reclassified
    as Class A shares.

   
++  On June 1, 1995, the Fund began offering Advisor Class shares.
    

   
+++ Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.
    

*   Calculated based upon weighted average shares outstanding during the year.

**  The per share data reflects a 3 for 1 stock split effective August 14, 1989.

*** Total investment return does not reflect the maximum sales charge on
    purchases of Class A shares and the contingent deferred sales charge imposed
    on certain redemptions of Class B shares.

(a) Not annualized.

(b) Annualized.

   
(c) Calculation of "Ratio of expenses to average net assets" was made without
    considering the effect of expense reduction, if any.
    

                               Prospectus Page 11
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                GT GLOBAL INTERNATIONAL GROWTH FUND (CONTINUED)

   
<TABLE>
<CAPTION>
                                             CLASS A+                                     CLASS B+                  ADVISOR CLASS++
                          ----------------------------------------------   --------------------------------------   ---------------
<S>                       <C>          <C>         <C>         <C>         <C>         <C>         <C>              <C>
                                                                            YEAR ENDED DECEMBER    APRIL 1, 1993     JUNE 1, 1995
                                     YEAR ENDED DECEMBER 31,                        31,                  TO               TO
                          ----------------------------------------------   ---------------------    DECEMBER 31,     DECEMBER 31,
                            1989**      1988**      1987**      1986**       1995        1994          1993*             1995
                          ----------   ---------   ---------   ---------   ---------   ---------   --------------   ---------------
Per Share Operating
 Performance:
Net asset value,
 beginning of period....       $6.77       $5.71       $6.13       $4.16                  $10.98       $8.74                 $
                          ----------   ---------   ---------   ---------   ---------   ---------   --------------   ---------------
Net investment income
 (loss).................        0.01       (0.01)      (0.01)      (0.05)                  (0.10)      (0.01)
Net realized and
 unrealized gain (loss)
 on investments.........        2.60        1.12        0.35        2.22                   (0.82)       2.25
                          ----------   ---------   ---------   ---------   ---------   ---------   --------------   ---------------
Net increase (decrease)
 in net asset value
 resulting from
 investment
 operations.............        2.61        1.11        0.34        2.17                   (0.92)       2.24
                          ----------   ---------   ---------   ---------   ---------   ---------   --------------   ---------------
Distributions:
  Net investment
   income...............       (0.00)      (0.00)      (0.00)      (0.00)                  (0.04)      (0.00)
  Net realized gain on
   investments and
   foreign currency.....       (0.13)      (0.05)      (0.76)      (0.20)                  (0.95)      (0.00)
                          ----------   ---------   ---------   ---------   ---------   ---------   --------------   ---------------
      Total
       distributions....       (0.13)      (0.05)      (0.76)      (0.20)                  (0.99)      (0.00)
                          ----------   ---------   ---------   ---------   ---------   ---------   --------------   ---------------
Net asset value, end of
 period.................       $9.25       $6.77       $5.71       $6.13                   $9.07      $10.98
                          ----------   ---------   ---------   ---------   ---------   ---------   --------------   ---------------
                          ----------   ---------   ---------   ---------   ---------   ---------   --------------   ---------------
Total investment
 return***..............        38.6%       19.4%        6.2%       53.7%                  (8.36)%      25.6%(a)              %
                          ----------   ---------   ---------   ---------   ---------   ---------   --------------   ---------------
                          ----------   ---------   ---------   ---------   ---------   ---------   --------------   ---------------

Ratios and supplemental
 data:
Net assets, end of
 period (in 000's)......  $  136,975   $  29,792   $  17,178   $  12,052               $  71,794     $30,745           $
Ratio of net investment
 income (loss) to
 average net assets.....         0.1%       (0.2)%      (0.3)%      (0.9)%                 (0.69)%      (0.4)%(b)             %
Ratio of expenses to
 average net assets:
  With expense
   reduction............         1.9%        2.1%        1.9%        1.9%                   2.35%        2.4%(b)              %
  Without expense
   reduction............          --%(c)        --%(c)        --%(c)        --%(c)        %      2.40%(c)        --%(c)           %
Portfolio turnover
 rate+++................          82%        115%        198%        122%                     96%         90%                 %
</TABLE>
    

- --------------
+   Commencing April 1, 1993, the Fund began offering Class B shares. All
    capital shares issued and outstanding as of March 31, 1993 were reclassified
    as Class A shares.

   
++  On June 1, 1995, the Fund began offering Advisor Class shares.
    

   
+++ Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.
    

*   Calculated based upon weighted average shares outstanding during the year.

**  The per share data reflects a 3 for 1 stock split effective August 14, 1989.

*** Total investment return does not reflect the maximum sales charge on
    purchases of Class A shares and the contingent deferred sales charge imposed
    on certain redemptions of Class B shares.

(a) Not annualized.

(b) Annualized.

   
(c) Calculation of "Ratio of expenses to average net assets" was made without
    considering the effect of expense reduction, if any.
    

                               Prospectus Page 12
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                       GT GLOBAL NEW PACIFIC GROWTH FUND

   
<TABLE>
<CAPTION>
                                                                            CLASS A+
                                           ---------------------------------------------------------------------------
                                                                     YEAR ENDED DECEMBER 31,
                                           ---------------------------------------------------------------------------
                                              1995         1994         1993         1992         1991         1990
                                           ----------   ----------   ----------   ----------   ----------   ----------
<S>                                        <C>          <C>          <C>          <C>          <C>          <C>
Per Share Operating Performance:
Net asset value, beginning of period.....                   $15.86       $10.31       $11.30       $10.57       $12.61
                                           ----------   ----------   ----------   ----------   ----------   ----------
Net investment income (loss).............                     0.02        (0.03)        0.07         0.11         0.13
Net realized and unrealized gain (loss)
 on
 investments.............................                    (3.15)        6.23        (0.97)        1.25        (1.51)
                                           ----------   ----------   ----------   ----------   ----------   ----------
Net increase (decrease) in net asset
 value resulting from investment
 operations..............................                    (3.13)        6.20        (0.90)        1.36        (1.38)
                                           ----------   ----------   ----------   ----------   ----------   ----------
Distributions:
  Net investment income..................                    (0.01)       (0.00)       (0.06)       (0.08)       (0.12)
  Net realized gain on investments and
   foreign
   currency..............................                    (0.55)       (0.65)       (0.03)       (0.55)       (0.54)
  In excess of net realized gain on
   investments...........................                    (0.07)
                                           ----------   ----------   ----------   ----------   ----------   ----------
    Total distributions..................                    (0.63)       (0.65)       (0.09)       (0.63)       (0.66)
                                           ----------   ----------   ----------   ----------   ----------   ----------
Net asset value, end of period...........                   $12.10       $15.86       $10.31       $11.30       $10.57
                                           ----------   ----------   ----------   ----------   ----------   ----------
                                           ----------   ----------   ----------   ----------   ----------   ----------
Total investment return**................                   (19.73)%       60.6%        (8.0)%       13.1%       (11.0)%
                                           ----------   ----------   ----------   ----------   ----------   ----------
                                           ----------   ----------   ----------   ----------   ----------   ----------

Ratio and supplemental data:
Net assets, end of period (in 000's).....               $  404,680   $  498,898   $  281,418   $  333,800   $  234,793
Ratio of net investment income (loss) to
 average net assets......................                     0.11%        (0.3)%        0.6%         1.0%         1.1%
Ratio of expenses to average net assets:
  With expense reductions................                       %           1.9%         2.0%         2.0%         2.1%
  With expense reductions................          %            %(c)         %(c)         %(c)         %(c)         %(c)
Portfolio turnover rate+++...............                       87%         117%          72%          85%          75%
</TABLE>
    

- --------------
+   Commencing April 1, 1993, the Fund began offering Class B shares. All
    capital shares issued and outstanding as of March 31, 1993 were reclassified
    as Class A shares.

   
++  On June 1, 1995, the Fund began offering Advisor Class shares.
    

   
+++ Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.
    

*   The per share data reflects a 2 for 1 stock split effective August 14, 1989.

**  Total investment return does not reflect the maximum sales charge on
    purchases of Class A shares and the contingent deferred sales charge imposed
    on certain redemptions of Class B shares.

(a) Not annualized.

(b) Annualized.

   
(c) Calculation of "Ratio of expenses to average net assets" was made without
    considering the effect of expense reduction, if any.
    

                               Prospectus Page 13
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                 GT GLOBAL NEW PACIFIC GROWTH FUND (CONTINUED)
   
<TABLE>
<CAPTION>
                                                       CLASS A+                                       CLASS B+
                                   ------------------------------------------------   ----------------------------------------
                                                                                      YEAR ENDED DECEMBER 31,   APRIL 1, 1993
                                               YEAR ENDED DECEMBER 31,                                                TO
                                   ------------------------------------------------   -----------------------    DECEMBER 31,
                                     1989*        1988*       1987*        1986*         1995         1994           1993
                                   ----------   ---------   ----------   ----------   ----------   ----------   --------------
<S>                                <C>          <C>         <C>          <C>          <C>          <C>          <C>
Per Share Operating Performance:
Net asset value, beginning of
 period..........................       $8.74       $7.25       $14.98        $8.82                    $15.79      $11.27
                                   ----------   ---------   ----------   ----------   ----------   ----------   --------------
Net investment income (loss).....       (0.01)       0.01        (0.01)       (0.05)                    (0.06)      (0.10)
Net realized and unrealized gain
 (loss) on investments...........        4.21        1.66         0.51         6.22                     (3.15)       5.27
                                   ----------   ---------   ----------   ----------   ----------   ----------   --------------
Net increase (decrease) in net
 asset value resulting from
 investment operations...........        4.20        1.67         0.50         6.17                     (3.21)       5.17
                                   ----------   ---------   ----------   ----------   ----------   ----------   --------------
Distributions:
  Net investment income..........       (0.00)      (0.00)       (0.00)       (0.01)                    (0.00)      (0.00)
  Net realized gain on
   investments and foreign
   currency......................       (0.33)      (0.18)       (8.23)       (0.00)                    (0.55)      (0.65)
  In excess of net realized gain
   on investments................                                                                       (0.07)
                                   ----------   ---------   ----------   ----------   ----------   ----------   --------------
    Total distributions..........       (0.33)      (0.18)       (8.23)       (0.01)                    (0.62)      (0.65)
                                   ----------   ---------   ----------   ----------   ----------   ----------   --------------
Net asset value, end of period...      $12.61       $8.74        $7.25       $14.98                    $11.96      $15.79
                                   ----------   ---------   ----------   ----------   ----------   ----------   --------------
                                   ----------   ---------   ----------   ----------   ----------   ----------   --------------
Total investment return**........        48.1%       23.2%         5.7%        69.9%                   (20.30)%      46.3%(a)
                                   ----------   ---------   ----------   ----------   ----------   ----------   --------------
                                   ----------   ---------   ----------   ----------   ----------   ----------   --------------

Ratio and supplemental data:
Net assets, end of period (in
 000's)..........................  $  170,071   $  56,342   $  642,969   $  648,157                $  120,171     $72,122
Ratio of net investment income
 (loss) to
 average net assets..............        (0.1)%       0.0%        (0.2)%       (0.5)%                   (0.54)%      (0.9)%(b)
Ratio of expenses to average net
 assets:
  With expense reductions........         2.0%        2.2%         1.9%         1.4%                     2.46%        2.5%(b)
  Without expense reductions.....          %(c)        %(c)         %(c)         %(c)         %(c)         %(c)          %(c)
Portfolio turnover rate+++.......          70%        107%         215%         229%                       87%        117%

<CAPTION>
                                      ADVISOR
                                      CLASS++
                                   --------------

                                    JUNE 1, 1995
                                         TO
                                    DECEMBER 31,
                                        1995
                                   --------------
<S>                                <C>
Per Share Operating Performance:
Net asset value, beginning of
 period..........................          $
                                   --------------
Net investment income (loss).....
Net realized and unrealized gain
 (loss) on investments...........
                                   --------------
Net increase (decrease) in net
 asset value resulting from
 investment operations...........
                                   --------------
Distributions:
  Net investment income..........
  Net realized gain on
   investments and foreign
   currency......................
  In excess of net realized gain
   on investments................
                                   --------------
    Total distributions..........
                                   --------------
Net asset value, end of period...          $
                                   --------------
                                   --------------
Total investment return**........           %
                                   --------------
                                   --------------
Ratio and supplemental data:
Net assets, end of period (in
 000's)..........................    $
Ratio of net investment income
 (loss) to
 average net assets..............           %
Ratio of expenses to average net
 assets:
  With expense reductions........           %
  Without expense reductions.....           %
Portfolio turnover rate+++.......           %
</TABLE>
    

- --------------
+   Commencing April 1, 1993, the Fund began offering Class B shares. All
    capital shares issued and outstanding as of March 31, 1993 were reclassified
    as Class A shares.

   
++  On June 1, 1995, the Fund began offering Advisor Class shares.
    

   
+++ Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.
    

*   The per share data reflects a 2 for 1 stock split effective August 14, 1989.

**  Total investment return does not reflect the maximum sales charge on
    purchases of Class A shares and the contingent deferred sales charge imposed
    on certain redemptions of Class B shares.

(a) Not annualized.

(b) Annualized.

   
(c) Calculation of "Ratio of expenses to average net assets" was made without
    considering the effect of expense reduction, if any.
    

                               Prospectus Page 14
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                          GT GLOBAL EUROPE GROWTH FUND

   
<TABLE>
<CAPTION>
                                                                           CLASS A+
                                      -----------------------------------------------------------------------------------
                                                                    YEAR ENDED DECEMBER 31,
                                      -----------------------------------------------------------------------------------
                                          1995         1994*        1993*         1992*          1991            1990
                                      ------------   ----------   ----------   -----------   -------------   ------------
<S>                                   <C>            <C>          <C>          <C>           <C>             <C>
Per Share Operating Performance:
Net asset value, beginning of
 period.............................                     $10.84        $8.51         $9.59           $9.33         $10.94
                                      ------------   ----------   ----------   -----------   -------------   ------------
Net investment income...............                       0.06         0.05          0.11***          0.21          0.10
Net realized and unrealized gain
 (loss) on investments and foreign
 currency...........................                      (0.69)        2.36         (1.19)           0.19          (1.71)
                                      ------------   ----------   ----------   -----------   -------------   ------------
Net increase (decrease) in net asset
 value resulting from investment
 operations.........................                      (0.63)        2.41         (1.08)           0.40          (1.61)
                                      ------------   ----------   ----------   -----------   -------------   ------------
Distributions:
  Net investment income.............                      (0.05)       (0.06)        (0.00)          (0.14)         (0.00)
  In excess of net investment
   income...........................                      (0.00)       (0.02)        (0.00)          (0.00)         (0.00)
  Net realized gain on
   investments......................
  In excess of net realized gain on
   investments......................                      (0.13)       (0.00)        (0.00)          (0.00)         (0.00)
                                      ------------   ----------   ----------   -----------   -------------   ------------
      Total distributions...........                      (0.18)       (0.08)        (0.00)          (0.14)         (0.00)
                                      ------------   ----------   ----------   -----------   -------------   ------------
Net asset value, end of year........                     $10.03       $10.84         $8.51           $9.59          $9.33
                                      ------------   ----------   ----------   -----------   -------------   ------------
                                      ------------   ----------   ----------   -----------   -------------   ------------
Total investment return****.........                      (5.80)%       28.3%        (11.3)%           4.3%         (14.7)%
                                      ------------   ----------   ----------   -----------   -------------   ------------
                                      ------------   ----------   ----------   -----------   -------------   ------------

Ratios and supplemental data:
Net assets, end of period (in
 000's).............................                   $646,313     $854,701      $781,607      $1,211,709     $1,428,677
Ratio of net investment income
 (loss) to average net assets.......                       0.61%         0.6%          1.2%***           1.7%          1.1%
Ratio of expenses to average net
 assets:
  With expense reductions...........                       1.73%         1.9%          2.0%***           1.8%          1.9%
  Without expense reductions........            %          1.81%(c)         --%(c)         %--(c)           %--(c)           --%(c)
Portfolio turnover rate+++..........                         91%          67%          %65             %55             34%
</TABLE>
    

- ------------------
+     Commencing April 1, 1993, the Fund began offering Class B shares. All
     capital shares issued and outstanding as of March 31, 1993 were
     reclassified as Class A shares.

   
++  On June 1, 1995, the Fund began offering Advisor Class shares.
    

   
+++   Portfolio turnover is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares issued.
    

   
*     Calculated based upon weighted average shares outstanding during the year.
    

**    The per share data reflects a 2 for 1 stock split effective August 14,
     1989.

***   Includes reimbursement by LGT Asset Management of Fund operating expenses
     of less than one cent per share. Without such reimbursement, the ratio of
     expenses to average net assets would have been 2.1% and the ratio of net
     investment income to average net assets would have been 1.2%.

****  Total investment return does not reflect the maximum sales charge on
     purchases of Class A shares and the contingent deferred sales charge
     imposed on certain redemptions of Class B shares.

(a)   Not annualized.

(b)   Annualized.

   
(c)   Calculation of "Ratio of expenses to average net assets" was made without
     considering the effect of expense reduction, if any.
    

                               Prospectus Page 15
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                    GT GLOBAL EUROPE GROWTH FUND (CONTINUED)
   
<TABLE>
<CAPTION>
                                                        CLASS A+                                      CLASS B+
                                    ------------------------------------------------   --------------------------------------
                                                                                        YEAR ENDED DECEMBER    APRIL 1, 1993
                                                YEAR ENDED DECEMBER 31,                         31,                  TO
                                    ------------------------------------------------   ---------------------    DECEMBER 31,
                                      1989**      1988**      1987**        1986**       1995        1994*         1993*
                                    ----------   --------   -----------   ----------   ---------   ---------   --------------
<S>                                 <C>          <C>        <C>           <C>          <C>         <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of
 period...........................       $7.77    $7.76           $9.62    $6.82                      $10.79       $9.02
                                    ----------   --------   -----------   ----------   ---------   ---------   --------------
Net investment income (loss)......       (0.02)   (0.07)          (0.00)+++  (0.03)+++                 (0.00)       0.00
Net realized and unrealized gain
 (loss) on investments and foreign
 currency.........................        3.19     0.87            0.57     2.83                       (0.69)       1.85
                                    ----------   --------   -----------   ----------   ---------   ---------   --------------
Net increase (decrease) in net
 asset value resulting from
 investment operations............        3.17     0.80            0.57     2.80                       (0.69)       1.85
                                    ----------   --------   -----------   ----------   ---------   ---------   --------------
Distributions:
  Net investment income...........       (0.00)   (0.00)          (0.00)   (0.00)                      (0.00)      (0.06)
  In excess of net investment
   income.........................                                                                     (0.00)      (0.02)
  Net realized gain on
   investments....................       (0.00)   (0.79)          (2.43)   (0.00)
  In excess of net realized gain
   on investments.................                                                                     (0.13)      (0.00)
                                    ----------   --------   -----------   ----------   ---------   ---------   --------------
      Total distributions.........       (0.00)   (0.79)          (2.43)   (0.00)                      (0.13)      (0.08)
                                    ----------   --------   -----------   ----------   ---------   ---------   --------------
Net asset value, end of period....      $10.94    $7.77           $7.76    $9.62                       $9.97      $10.79
                                    ----------   --------   -----------   ----------   ---------   ---------   --------------
                                    ----------   --------   -----------   ----------   ---------   ---------   --------------
Total investment return****.......        40.7%    11.1%           %6.6     41.0%                      (6.38)%      20.5%(a)
                                    ----------   --------   -----------   ----------   ---------   ---------   --------------
                                    ----------   --------   -----------   ----------   ---------   ---------   --------------

Ratios and supplemental data:
Net assets, end of period (in
 000's)...........................  $  382,428   $8,376     $    10,227   $9,809                   $  81,602     $34,048
Ratio of net investment income
 (loss) to average net assets.....        (0.6)%   (1.0)%         (0.00)%+++   (0.4)%+++               (0.04)%      (0.1)%(b)
Ratio of expenses to average net
 assets:
  With expense reductions.........         1.9%     3.6%           %2.0+++    2.0%+++                   2.38%        2.6%(b)
  Without expense reductions......          --%(c)     --%(c)        %(--c)     --%(c)        %         2.46%(c)        --%(c)
Portfolio turnover rate+++........          43%     153%           %193      102%                         91%         67%

<CAPTION>
                                       ADVISOR
                                       CLASS++
                                    --------------

                                     JUNE 1, 1995
                                          TO
                                     DECEMBER 31,
                                         1995
                                    --------------
<S>                                 <C>
Per Share Operating Performance:
Net asset value, beginning of
 period...........................          $
                                    --------------
Net investment income (loss)......
Net realized and unrealized gain
 (loss) on investments and foreign
 currency.........................
                                    --------------
Net increase (decrease) in net
 asset value resulting from
 investment operations............
                                    --------------
Distributions:
  Net investment income...........
  In excess of net investment
   income.........................
  Net realized gain on
   investments....................
  In excess of net realized gain
   on investments.................
                                    --------------
      Total distributions.........
                                    --------------
Net asset value, end of period....          $
                                    --------------
                                    --------------
Total investment return****.......           %
                                    --------------
                                    --------------
Ratios and supplemental data:
Net assets, end of period (in
 000's)...........................    $
Ratio of net investment income
 (loss) to average net assets.....           %
Ratio of expenses to average net
 assets:
  With expense reductions.........           %
  Without expense reductions......           %
Portfolio turnover rate+++........           %
</TABLE>
    

- --------------------
+     Commencing April 1, 1993, the Fund began offering Class B shares. All
     capital shares issued and outstanding as of March 31, 1993 were
     reclassified as Class A shares.

   
++    On June 1, 1995, the Fund began offering Advisor Class shares.
    

   
+++   Portfolio turnover is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares issued.
    

   
*     Calculated based upon weighted average shares outstanding during the year.
    

**    The per share data reflects a 2 for 1 stock split effective August 14,
     1989.

***   Includes reimbursement by LGT Asset Management of Fund operating expenses
     of less than one cent per share. Without such reimbursement, the ratio of
     expenses to average net assets would have been 2.1% and the ratio of net
     investment income to average net assets would have been 1.2%.

****  Total investment return does not reflect the maximum sales charge on
     purchases of Class A shares and the contingent deferred sales charge
     imposed on certain redemptions of Class B shares.

(a)   Not annualized.

(b)   Annualized.

   
(c)    Calculation of "Ratio of expenses to average net assets" was made without
     considering the effect of expense reduction, if any.
    

                               Prospectus Page 16
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

   
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
    

   
<TABLE>
<CAPTION>
                                   CLASS A                        CLASS B                     ADVISOR CLASS
                         ----------------------------   ----------------------------   ----------------------------
                               OCTOBER 18, 1995               OCTOBER 18, 1995               OCTOBER 18, 1995
                         (COMMENCEMENT OF OPERATIONS)   (COMMENCEMENT OF OPERATIONS)   (COMMENCEMENT OF OPERATIONS)
                          THROUGH DECEMBER 31, 1995      THROUGH DECEMBER 31, 1995      THROUGH DECEMBER 31, 1995
                         ----------------------------   ----------------------------   ----------------------------
<S>                      <C>                            <C>                            <C>
Per Share Operating
 Performance:
Net asset value,
 beginning of year.....             $                              $                              $
                                   -------                        -------                        -------
Net investment income
 (loss)................
Net realized and
 unrealized gain (loss)
 on investments........
                                   -------                        -------                        -------
Net increase (decrease)
 in net asset value
 resulting from
 investment
 operations............
                                   -------                        -------                        -------
Distributions:
  Net investment
   income..............
  Net realized gain on
   investments.........
                                   -------                        -------                        -------
    Total
     distributions.....
                                   -------                        -------                        -------
Net asset value, end of
 year..................             $                              $                              $
                                   -------                        -------                        -------
Total investment
 return*(c)............                   %(a)                           %(a)                           %
                                   -------                        -------                        -------
Ratios and supplemental
 data:
Net assets, end of
 period (in 000's).....             $                              $                              $
Ratio of net investment
 income (loss) to
 average net assets....                   %(b)                           %(b)                           %
Ratio of expenses to
 average net assets
  With expense
   reductions..........                   %(b)                           %(b)                           %
  Without expense
   reductions..........                   %                              %                              %
Portfolio turnover
 rate+.................                   %                              %                              %
</TABLE>
    

- ------------------
   
+   Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.
    

   
*   Total investment return does not reflect the maximum sales charge on
    purchases of Class A shares and the contingent deferred sales charge imposed
    on certain redemptions of Class B shares.
    

   
(a) Not annualized.
    

   
(b) Annualized.
    

   
(c) Total investment return does not include sales charges.
    

                               Prospectus Page 17
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                         GT GLOBAL AMERICA GROWTH FUND

   
<TABLE>
<CAPTION>
                                                                                     CLASS A+
                                                    ---------------------------------------------------------------------------
                                                                              YEAR ENDED DECEMBER 31,
                                                    ---------------------------------------------------------------------------
                                                       1995        1994(C)         1993         1992        1991        1990
                                                    ----------   ------------   ----------   ----------   ---------   ---------
<S>                                                 <C>          <C>            <C>          <C>          <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of year................                     $17.17       $17.12       $14.13      $11.89      $12.84
                                                    ----------   ------------   ----------   ----------   ---------   ---------
Net investment income (loss)......................                       0.04        (0.21)       (0.11)       0.01       (0.01)
Net realized and unrealized gain (loss) on
 investments......................................                       2.55         1.56         4.54        2.28       (0.94)
                                                    ----------   ------------   ----------   ----------   ---------   ---------
Net increase (decrease) in net asset value
 resulting from investment operations.............                       2.59         1.35         4.43        2.29       (0.95)
                                                    ----------   ------------   ----------   ----------   ---------   ---------
Distributions:
  Net investment income...........................                      (0.02)       (0.00)       (0.00)      (0.01)      (0.00)
  Net realized gain on investments................                      (2.05)       (1.30)       (1.44)      (0.04)      (0.00)
                                                    ----------   ------------   ----------   ----------   ---------   ---------
    Total distributions...........................                      (2.07)       (1.30)       (1.44)      (0.05)      (0.00)
                                                    ----------   ------------   ----------   ----------   ---------   ---------
Net asset value, end of year......................                     $17.69       $17.17       $17.12      $14.13      $11.89
                                                    ----------   ------------   ----------   ----------   ---------   ---------
                                                    ----------   ------------   ----------   ----------   ---------   ---------
Total investment return** (d).....................                      15.69%         8.3%        31.7%       19.3%       (7.4)%
                                                    ----------   ------------   ----------   ----------   ---------   ---------
                                                    ----------   ------------   ----------   ----------   ---------   ---------
Ratios and supplemental data:
Net assets, end of period (in 000's)..............               $    196,937   $  116,468   $  166,712   $  88,041   $  65,413
Ratio of net investment income (loss) to average
 net assets.......................................                       0.17%        (0.7)%       (1.1)%       0.0%       (0.1)%
Ratio of expenses to average net assets:
  With expense reductions.........................                       1.58%         1.6%         1.8%        1.7%        2.0%
  Without expense reductions......................           %           1.58%(e)     -- %(e)     -- %(e)    -- %(e)     -- %(e)
Portfolio turnover rate+++........................                       %102           92%         114%        156%        145%
</TABLE>
    

- --------------
+   Commencing April 1, 1993, the Fund began offering Class B shares. All
    capital shares issued and outstanding as of March 31, 1993 were reclassified
    as Class A shares.

   
++  On June 1, 1995, the Fund began offering Advisor Class shares.
    

   
+++ Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.
    

*   Includes reimbursement by LGT Asset Management of Fund operating expenses of
    $0.11. Without such reimbursement, the ratio of expenses to average net
    assets would have been 3.3% and the ratio of net investment income to
    average net assets would have been (1.2)%.

**  Total investment return does not reflect the maximum sales charge on
    purchases of Class A shares and the contingent deferred sales charge imposed
    on certain redemptions of Class B shares.

(a) Not annualized.

(b) Annualized.

(c) The selected per share data were calculated based upon weighted average
    shares outstanding.

(d) Total investment return does not include sales charge.

   
(e) Calculation of "Ratio of expenses to average net assets" was made without
    considering the effect of expense reduction, if any.
    

                               Prospectus Page 18
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

   
                   GT GLOBAL AMERICA GROWTH FUND (CONTINUED)
    
   
<TABLE>
<CAPTION>
                                                        CLASS A+                                CLASS B+
                                          ------------------------------------   ---------------------------------------
                                                                 JUNE 9, 1987
                                                                (COMMENCEMENT
                                              YEAR ENDED        OF OPERATIONS)    YEAR ENDED DECEMBER     APRIL 1, 1993
                                             DECEMBER 31,          THROUGH                31,                   TO
                                          -------------------    DECEMBER 31,    ----------------------    DECEMBER 31,
                                            1989       1988          1987          1995      1994(C)          1993*
                                          --------   --------   --------------   --------  ------------   --------------
<S>                                       <C>        <C>        <C>              <C>       <C>            <C>
Per Share Operating Performance:
Net asset value, beginning of year......     $8.76      $8.56      $10.00                        $17.09      $15.90
                                          --------   --------     -------        --------  ------------     -------
Net investment income (loss)............      0.10*     (0.40)      (0.19)                        (0.09)      (0.29)
Net realized and unrealized gain (loss)
 on
 investments............................      4.65       1.35       (1.25)                         2.55        2.78
                                          --------   --------     -------        --------  ------------     -------
Net increase (decrease) in net asset
 value resulting from investment
 operations.............................      4.75       0.95       (1.44)                         2.46        2.49
                                          --------   --------     -------        --------  ------------     -------
Distributions:
  Net investment income.................     (0.10)     (0.00)      (0.00)                        (0.00)      (0.00)
  Net realized gain on investments......     (0.57)     (0.75)      (0.00)                        (2.05)      (1.30)
                                          --------   --------     -------        --------  ------------     -------
    Total distributions.................     (0.67)     (0.75)      (0.00)                        (2.05)      (1.30)
                                          --------   --------     -------        --------  ------------     -------
Net asset value, end of year............    $12.84      $8.76       $8.56                        $17.50      $17.09
                                          --------   --------     -------        --------  ------------     -------
                                          --------   --------     -------        --------  ------------     -------
Total investment return** (d)...........      54.8%      11.1%      (14.4)%(a)                    15.06%       16.1%(a)
                                          --------   --------     -------        --------  ------------     -------
                                          --------   --------     -------        --------  ------------     -------
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $  9,930   $  1,548      $1,039                  $     80,060      $1,982
Ratio of net investment income (loss) to
 average
 net assets.............................       1.2%*     (4.7)%      (2.7)%(b)                    (0.48)%      (1.3)%(b)
Ratio of expenses to average net assets:
  With expense reductions...............       1.9%*      5.1%        3.8%(b)                     %2.23         2.2%(b)
  Without expense reductions............        --%(e)       --%(e)        --%(e)       %         %2.23(e)        --%(e)
Portfolio turnover rate+++..............       133%       184%        505%                        % 102          92%

<CAPTION>
                                          ADVISOR CLASS++
                                          ---------------

                                           JUNE 1, 1995
                                                TO
                                           DECEMBER 31,
                                               1995
                                          ---------------
<S>                                       <C>
Per Share Operating Performance:
Net asset value, beginning of year......           $
                                          ---------------
Net investment income (loss)............
Net realized and unrealized gain (loss)
 on
 investments............................
                                          ---------------
Net increase (decrease) in net asset
 value resulting from investment
 operations.............................
                                          ---------------
Distributions:
  Net investment income.................
  Net realized gain on investments......
                                          ---------------
    Total distributions.................
                                          ---------------
Net asset value, end of year............           $
                                          ---------------
                                          ---------------
Total investment return** (d)...........            %
                                          ---------------
                                          ---------------
Ratios and supplemental data:
Net assets, end of period (in 000's)....      $
Ratio of net investment income (loss) to
 average
 net assets.............................            %
Ratio of expenses to average net assets:
  With expense reductions...............            %
  Without expense reductions............            %
Portfolio turnover rate+++..............            %
</TABLE>
    

- --------------
+   Commencing April 1, 1993, the Fund began offering Class B shares. All
    capital shares issued and outstanding as of March 31, 1993 were reclassified
    as Class A shares.

   
++  On June 1, 1995, the Fund began offering Advisor Class shares.
    

   
+++ Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.
    

*   Includes reimbursement by LGT Asset Management of Fund operating expenses of
    $0.11. Without such reimbursement, the ratio of expenses to average net
    assets would have been 3.3% and the ratio of net investment income to
    average net assets would have been (1.2)%.

**  Total investment return does not reflect the maximum sales charge on
    purchases of Class A shares and the contingent deferred sales charge imposed
    on certain redemptions of Class B shares.

(a) Not annualized.

(b) Annualized.

(c) The selected per share data were calculated based upon weighted average
    shares outstanding.

(d) Total investment return does not include sales charge.

   
(e) Calculation of "Ratio of expenses to average net assets" was made without
    considering the effect of expense reduction, if any.
    

                               Prospectus Page 19
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

   
                          GT GLOBAL AMERICA VALUE FUND
    

   
<TABLE>
<CAPTION>
                                      CLASS A                        CLASS B                     ADVISOR CLASS
                            ----------------------------   ----------------------------
<S>                         <C>                            <C>                            <C>
                                  OCTOBER 18, 1995               OCTOBER 18, 1995               OCTOBER 18, 1995
                            (COMMENCEMENT OF OPERATIONS)   (COMMENCEMENT OF OPERATIONS)   (COMMENCEMENT OF OPERATIONS)
                             THROUGH DECEMBER 31, 1995      THROUGH DECEMBER 31, 1995      THROUGH DECEMBER 31, 1995
                            ----------------------------   ----------------------------   ----------------------------
Per Share Operating
 Performance:
Net asset value, beginning
 of year..................             $                              $                              $
                                      -------                        -------                        -------
Net investment income
 (loss)...................
Net realized and
 unrealized gain (loss) on
 investments..............
                                      -------                        -------                        -------
Net increase (decrease) in
 net asset value resulting
 from investment
 operations...............
                                      -------                        -------                        -------
Distributions:
  Net investment income...
  Net realized gain on
   investments............
                                      -------                        -------                        -------
    Total distributions...
                                      -------                        -------                        -------
Net asset value, end of
 year.....................             $                              $                              $
                                      -------                        -------                        -------
Total investment
 return*(c)...............                   %(a)                           %(a)                           %
                                      -------                        -------                        -------
Ratios and supplemental
 data:
Net assets, end of period
 (in 000's)...............             $                              $                              $
Ratio of net investment
 income (loss) to average
 net assets...............                   %(b)                           %(b)                           %
Ratio of expenses to
 average net assets
  With expense
   reductions.............                   %(b)                           %(b)                           %
  Without expense
   reductions.............                   %                              %                              %
Portfolio turnover
 rate+....................                   %                              %                              %
</TABLE>
    

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

   
+   Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing between the classes of shares issued.
    

   
*   Total investment return does not reflect the maximum sales charge on
    purchases of Class A shares and the contingent deferred sales charge imposed
    on certain redemptions of Class B shares.
    

   
(a) Not annualized.
    

   
(b) Annualized.
    

   
(c) Total investment return does not include sales charges.
    

                               Prospectus Page 20
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                          GT GLOBAL JAPAN GROWTH FUND

   
<TABLE>
<CAPTION>
                                                                           CLASS A+
                                          --------------------------------------------------------------------------
                                                                   YEAR ENDED DECEMBER 31,
                                          --------------------------------------------------------------------------
                                            1995        1994        1993         1992*         1991         1990
                                          ---------   ---------   ---------   ------------   ---------   -----------
<S>                                       <C>         <C>         <C>         <C>            <C>         <C>
Per Share Operating Performance:
Net asset value, beginning of period....                 $11.61       $8.70         $11.16      $11.48        $16.39
                                          ---------   ---------   ---------   ------------   ---------   -----------
Net investment income (loss)............                  (0.04)      (0.14)         (0.00)***     (0.09)       (0.05)++
Net realized and unrealized gain (loss)
 on investments.........................                   0.79        3.05          (2.40)      (0.23)        (4.60)
                                          ---------   ---------   ---------   ------------   ---------   -----------
Net increase (decrease) in net asset
 value resulting from investment
 operations.............................                   0.75        2.91          (2.40)      (0.32)        (4.65)
                                          ---------   ---------   ---------   ------------   ---------   -----------
Distributions:
  Net realized gain on investments and
   foreign currency.....................                  (0.21)      (0.00)         (0.06)      (0.00)        (0.26)
                                          ---------   ---------   ---------   ------------   ---------   -----------
      Total distributions...............                  (0.21)      (0.00)         (0.06)      (0.00)        (0.26)
                                          ---------   ---------   ---------   ------------   ---------   -----------
Net asset value, end of period..........                 $12.15      $11.61          $8.70      $11.16        $11.48
                                          ---------   ---------   ---------   ------------   ---------   -----------
                                          ---------   ---------   ---------   ------------   ---------   -----------
Total investment return****.............                   6.56%       33.5%         (21.5)%      (2.8)%       (28.7)%
                                          ---------   ---------   ---------   ------------   ---------   -----------
                                          ---------   ---------   ---------   ------------   ---------   -----------
Ratios and supplemental data:
Net assets, end of period (in 000's)....              $  98,066   $  88,487   $     93,865   $  61,519   $    51,693
Ratio of net investment income (loss) to
 average net assets.....................                  (0.32)%      (0.3)%        )(0.0%***      (1.5)%        (1.2)%++
Ratio of expenses to average net assets:
  With expense reductions...............                   1.91%        2.1%         %*2.2**       2.2%         %2.2++
  Without expense reductions............         %         2.03%(c)        --%(c)        %(c--)        --%(c)        %(--c)
Portfolio turnover rate+++..............                     49%        104%         % 115         251%         %138
</TABLE>
    

- --------------
+     Commencing April 1, 1993, the Fund began offering Class B shares. All
     capital shares issued and outstanding as of March 31, 1993 were
     reclassified as Class A shares.

   
++    On June 1, 1995, the Fund began offering Advisor Class shares.
    

   
+++   Portfolio turnover is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares issued.
    

*     Calculated based upon weighted average shares outstanding during the
     period.

**    The per share data reflects a 2 for 1 stock split effective August 15,
     1988.

***   Includes reimbursement by LGT Asset Management of Fund operating expenses
     of $0.01. Without such reimbursement, the ratio of expenses to average net
     assets would have been 2.3% and the ratio of net investment loss to average
     net assets would have been (0.1)%.

****  Total investment return does not reflect the maximum sales charge on
     purchases of Class A shares and the contingent deferred sales charge
     imposed on certain redemptions of Class B shares.

++     Includes reimbursement by LGT Asset Management of Fund operating expenses
     of $0.01. Without such reimbursement, the ratio of expenses to average net
     assets would have been 2.4% and the ratio of net investment loss to average
     net assets would have been (1.35)%.

(a)   Not annualized.

(b)   Annualized.

   
(c)   Calculation of "Ratio of expenses to average net assets" was made without
     considering the effect of expense reduction, if any.
    

                               Prospectus Page 21
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                    GT GLOBAL JAPAN GROWTH FUND (CONTINUED)
   
<TABLE>
<CAPTION>
                                                            CLASS A+                               CLASS B+
                                          ---------------------------------------------   ---------------------------
<S>                                       <C>         <C>         <C>         <C>         <C>            <C>
                                                                                            YEAR ENDED DECEMBER 31,
                                                     YEAR ENDED DECEMBER 31,
                                          ---------------------------------------------   ---------------------------
                                            1989       1988**      1987**      1986**         1995           1994
                                          ---------   ---------   ---------   ---------   ------------   ------------
Per Share Operating Performance:
Net asset value, beginning of period....     $10.57      $10.36       $9.88     $6.20                          $11.57
                                          ---------   ---------   ---------   ---------   ------------   ------------
Net investment income (loss)............      (0.19)      (0.20)      (0.15)    (0.14)                          (0.13)
Net realized and unrealized gain (loss)
 on investments.........................       6.57        2.44        4.52      3.91                            0.79
                                          ---------   ---------   ---------   ---------   ------------   ------------
Net increase (decrease) in net asset
 value resulting from investment
 operations.............................       6.38        2.24        4.37      3.77                           (0.32)
                                          ---------   ---------   ---------   ---------   ------------   ------------
Distributions:
  Net realized gain on investments and
   foreign currency.....................      (0.56)      (2.03)      (3.89)    (0.09)                          (0.21)
                                          ---------   ---------   ---------   ---------   ------------   ------------
      Total distributions...............      (0.56)      (2.03)      (3.89)    (0.09)                          (0.21)
                                          ---------   ---------   ---------   ---------   ------------   ------------
Net asset value, end of period..........     $16.39      $10.57      $10.36     $9.88                          $12.02
                                          ---------   ---------   ---------   ---------   ------------   ------------
                                          ---------   ---------   ---------   ---------   ------------   ------------
Total investment return****.............       60.7%       21.9%       52.1%     61.3%                           5.81%
                                          ---------   ---------   ---------   ---------   ------------   ------------
                                          ---------   ---------   ---------   ---------   ------------   ------------
Ratios and supplemental data:
Net assets, end of period (in 000's)....    $48,405     $18,591     $10,049    $7,313                         $27,355
Ratio of net investment income (loss) to
 average net assets.....................       (1.6)%      (1.5)%      (2.4)%    (1.6)%                         (0.97)%
Ratio of expenses to average net assets:
  With expense reductions...............        2.1%        2.2%        3.0%      2.2%                           2.56%
  Without expense reductions............         --%(c)        --%(c)        --%(c)      --%(c)           %(c)         2.68%(c)
Portfolio turnover rate+++..............        108%        150%        319%      207%                             49%

<CAPTION>
                                                             ADVISOR CLASS++
                                                             ----------------
<S>                                       <C>                <C>

                                           APRIL 1, 1993       JUNE 1, 1995
                                                 TO                 TO
                                            DECEMBER 31,       DECEMBER 31,
                                                1993               1995
                                          ----------------   ----------------
Per Share Operating Performance:
Net asset value, beginning of period....        $9.85                  $
                                              -------           --------
Net investment income (loss)............        (0.18)
Net realized and unrealized gain (loss)
 on investments.........................         1.90
                                              -------           --------
Net increase (decrease) in net asset
 value resulting from investment
 operations.............................        (4.65)
                                              -------           --------
Distributions:
  Net realized gain on investments and
   foreign currency.....................        (0.00)
                                              -------           --------
      Total distributions...............        (0.00)
                                              -------           --------
Net asset value, end of period..........       $11.57                  $
                                              -------           --------
                                              -------           --------
Total investment return****.............         17.5%(a)               %
                                              -------           --------
                                              -------           --------
Ratios and supplemental data:
Net assets, end of period (in 000's)....       $3,699                  $
Ratio of net investment income (loss) to
 average net assets.....................         (0.9)%(b)              %
Ratio of expenses to average net assets:
  With expense reductions...............          2.7%(b)               %
  Without expense reductions............           --%(c)               %
Portfolio turnover rate+++..............          104%
</TABLE>
    

- --------------
+     Commencing April 1, 1993, the Fund began offering Class B shares. All
     capital shares issued and outstanding as of March 31, 1993 were
     reclassified as Class A shares.

   
++    On June 1, 1995, the Fund began offering Advisor Class shares.
    

   
+++   Portfolio turnover is calculated on the basis of the Fund as a whole
     without distinguishing between the classes of shares issued.
    

*     Calculated based upon weighted average shares outstanding during the
     period.

**    The per share data reflects a 2 for 1 stock split effective August 15,
     1988.

***   Includes reimbursement by LGT Asset Management of Fund operating expenses
     of $0.01. Without such reimbursement, the ratio of expenses to average net
     assets would have been 2.3% and the ratio of net investment loss to average
     net assets would have been (0.1)%.

****  Total investment return does not reflect the maximum sales charge on
     purchases of Class A shares and the contingent deferred sales charge
     imposed on certain redemptions of Class B shares.

++     Includes reimbursement by LGT Asset Management of Fund operating expenses
     of $0.01. Without such reimbursement, the ratio of expenses to average net
     assets would have been 2.4% and the ratio of net investment loss to average
     net assets would have been (1.35)%.

(a)   Not annualized.

(b)   Annualized.

   
(c)    Calculation of "Ratio of expenses to average net assets" was made without
     considering the effect of expense reduction, if any.
    

                               Prospectus Page 22
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

   
                             INVESTMENT OBJECTIVES
                           AND POLICIES; RISK FACTORS
    

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

   
The Pacific Fund, the Europe Fund, the Japan Fund, the International Fund, the
America Growth Fund and the Worldwide Fund seek long-term growth of capital. The
America Small Cap Fund and America Value Fund seek long-term capital
appreciation.
    

   
The Pacific Fund, the Europe Fund, the Japan Fund, the International Fund, the
America Growth Fund and the Worldwide Fund seek their objective by investing,
under normal circumstances, at least 65% of their total assets in equity
securities of issuers domiciled in their Primary Investment Area, as described
below. The America Small Cap Fund seeks its investment objective by investing
all of its investable assets in the America Small Cap Portfolio, that, in turn,
normally invests at least 65% of its total assets in equity securities of small
cap companies domiciled in its Primary Investment Area, as described below. The
America Value Fund seeks its investment objective by investing all of its
investable assets in the America Value Portfolio, that, in turn, normally
invests at least 65% of its total assets in equity securities of medium to large
cap issuers, domiciled in its Primary Investment Area, as described below, that
LGT Asset Management believes to be undervalued in relation to long-term earning
power or other factors.
    

   
Equity securities in which the Funds or Portfolios may invest include common
stocks, preferred stocks, convertible debt securities and warrants to acquire
such securities. There is no assurance that any Fund or Portfolio will achieve
its investment objective.
    

   
The Funds' Primary Investment Areas include the following countries:
    

   
GT GLOBAL NEW PACIFIC GROWTH FUND ("PACIFIC FUND") -- Australia, Hong Kong,
India, Indonesia, Malaysia, New Zealand, Pakistan, the Philippines, Singapore,
South Korea, Taiwan and Thailand
    

   
GT GLOBAL EUROPE GROWTH FUND ("EUROPE FUND") -- Austria, Belgium, Denmark,
Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands,
Norway, Portugal, Spain, Sweden, Switzerland, Turkey and the United Kingdom
    

   
GT GLOBAL JAPAN GROWTH FUND ("JAPAN FUND") -- Japan
    
   
GT GLOBAL INTERNATIONAL GROWTH FUND ("INTERNATIONAL FUND") -- all countries
listed for each other Fund, and Argentina, Brazil, Canada, Chile, Colombia,
Israel, Mexico, Peru and Venezuela, but not the United States
    

   
GT GLOBAL WORLDWIDE GROWTH FUND ("WORLDWIDE FUND") -- same as International
Fund, but including the United States
    

   
GT GLOBAL AMERICA GROWTH FUND ("AMERICA GROWTH FUND") -- the United States
    

   
GT GLOBAL AMERICA SMALL CAP GROWTH FUND ("AMERICA SMALL CAP FUND") -- the United
States
    

   
GT GLOBAL AMERICA VALUE FUND ("AMERICA VALUE FUND") -- the United States
    

   
From time to time, the Company's Board of Trustees may add or delete countries
from a Fund's Primary Investment Area. See "Other Policies."
    

   
As indicated by these Primary Investment Areas, the WORLDWIDE FUND is designed
for those investors desiring to delegate equity investment decisions, including
allocation of assets among the world's different markets, currency strategies
and individual stock selection, to LGT Asset Management's professional team of
investment specialists. The INTERNATIONAL FUND is intended for investors seeking
to complement their U.S. equity investments with a professionally managed
international portfolio. The PACIFIC FUND and the EUROPE FUND are regional funds
for investors interested in a more geographically concentrated investment but
still desiring to diversify across multiple markets. Finally, the JAPAN FUND,
the AMERICA GROWTH FUND, the AMERICA SMALL CAP FUND and the AMERICA VALUE FUND
are designed for investors wishing to concentrate their investment in a
particular market, or size of market, but still desiring the professional
management, liquidity and diversification afforded by a mutual fund.
    

   
The Pacific Fund, the Europe Fund, the Japan Fund, the International Fund, the
America Growth Fund and the Worldwide Fund may invest up to 35% of their total
assets in the equity securities of issuers
    

                               Prospectus Page 23
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    
   
domiciled outside of their Primary Investment Area. Such investments may
include, e.g.: (a) securities of issuers in countries that are not located in
the Primary Investment Area but are linked by tradition, economic markets,
cultural similarities or geography to the countries in such Primary Investment
Area; and (b) securities of issuers located elsewhere in the world which have
operations in the Primary Investment Area or which stand to benefit from
political and economic events in the Primary Investment Area. For example, the
Pacific Fund, the Europe Fund, the Japan Fund, the International Fund, the
America Growth Fund and the Worldwide Fund may invest in a company outside of
its Primary Investment Area when LGT Asset Management believes at the time of
investment that the value of the company's securities may be enhanced by
conditions or developments in that Primary Investment Area even though the
company's production facilities are located outside of that Primary Investment
Area.
    

   
In managing the Pacific Fund, the Europe Fund, the Japan Fund, the International
Fund, the America Growth Fund and the Worldwide Fund, LGT Asset Management seeks
to identify those countries and industries where economic and political factors,
including currency movements, are likely to produce above-average growth rates.
LGT Asset Management further attempts to identify those companies in such
countries and industries that are best positioned and managed to take advantage
of these economic and political factors. LGT Asset Management intends to invest
in such markets only after balancing the potential for growth of selected
companies in each market relative to the risks of investing in each such
country. Among the factors to be considered are that several of the markets
included in the Primary Investment Areas of the Pacific Fund, the Europe Fund,
the International Fund, and the Worldwide Fund are so-called developing
countries, and their economies and markets are less developed and more prone to
uncertainty, instability and risk than those of the other markets in which such
Funds invest.
    

   
Under normal circumstances, the assets of the Worldwide Fund and the
International Fund are invested in the equity securities of issuers domiciled in
at least three different countries, and 20% to 60% of the Worldwide Fund's
assets normally are invested in the equity securities of U.S. issuers. The
America Growth Fund currently expects to invest a majority of its assets in the
securities of mid- and small-size companies. In selecting securities for
inclusion in the America Growth Fund's portfolio, LGT Asset Management normally
initially focuses on companies with total equity market capitalization of $2
billion or less.
    

   
Up to 35% of total assets in the Pacific Fund, the Europe Fund, the Japan Fund,
the International Fund, the America Growth Fund and the Worldwide Fund may be
invested in debt securities. These debt obligations include U.S. and foreign
government securities and corporate debt securities, including Samurai and
Yankee bonds, Eurobonds and Depository Receipts. The issuers of such debt
securities may or may not be domiciled in the Primary Investment Area of a
particular Fund purchasing the securities. The Pacific Fund, the Europe Fund,
the Japan Fund, the International Fund, the America Growth Fund and the
Worldwide Fund will limit their purchases of debt securities to investment grade
obligations. "Investment grade" debt refers to those securities rated within one
of the four highest ratings categories by Moody's Investors Service, Inc.
("Moody's") or by Standard & Poor's ("S&P"), or, if not similarly rated by any
other nationally recognized statistical rating organization ("NRSRO"), deemed by
LGT Asset Management 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.
    

   
The Pacific Fund, the Europe Fund, the Japan Fund, the International Fund, the
America Growth Fund and the Worldwide Fund may use instruments (including
forward currency contracts), and the America Small Cap Fund, the America Value
Fund and the Portfolios also may use instruments, often referred to as
"derivatives." See "Options, Futures and Forward Currency Transactions."
    

   
The America 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 Primary Investment Area of the America
Small Cap Fund, the United States. For purposes of the foregoing, "small cap"
companies are companies that, at the time of purchase of their securities by the
America Small Cap 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
    

                               Prospectus Page 24
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    
   
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 America Small Cap Portfolio's assets may be invested
in common stocks, convertible preferred stocks, convertible debt securities and
warrants of companies domiciled in the United States that are not small cap
companies as defined above, non-convertible preferred stocks, non-convertible
debt securities, U.S. government securities and high quality money market
instruments such as U.S. government obligations, high grade commercial paper,
bank certificates of deposit and bankers' acceptances of issuers domiciled in
the United States.
    

   
The America Value Fund seeks its investment objective by investing all of its
investable assets in the America 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 Fund's Primary Investment Area,
the United States, that LGT Asset Management believes to be undervalued in
relation to 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 America
Value Portfolio. The remainder of the America 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 America Value Portfolio, LGT Asset Management
attempts to identify securities of issuers whose prospects and growth potential,
in LGT Asset Management's opinion, are currently undervalued by investors. In
LGT Asset Management'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. LGT Asset
Management will attempt to identify those undervalued issuers with the potential
for attractive returns.
    

   
For purposes of the Portfolios, 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.
    

   
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, as defined above.
    

   
OTHER POLICIES. Because the development of the world's economies and stock
markets is rapidly evolving, from time to time the Board of Trustees may add or
delete countries from a Fund's Primary Investment Area. In the past, new markets
such as Indonesia, South Korea, and Taiwan have been added in the Primary
Investment Area of the Pacific Fund and Greece, Ireland, Portugal and Turkey
have been added in the Primary Investment Area of the Europe Fund. On the other
hand, Japan has been eliminated from the Primary Investment Area of the Pacific
Fund.
    

   
With respect to certain countries, currently including Taiwan, investments by a
Fund may only be made through investment in other investment companies that in
turn are authorized to invest in the securities of such countries. Each Fund or
Portfolio may invest up to 10% of its assets in other investment companies. As a
shareholder in an investment company, a Fund or Portfolio would bear its ratable
share of that investment company's expenses, including its advisory and
administration fees. At the same time, the Fund or Portfolio would continue to
pay its own management fees and other expenses.
    

   
Each Fund or Portfolio retains the flexibility to respond promptly to changes in
market and economic conditions. Accordingly, in the interest of preserving
shareholders' capital and consistent
    

                               Prospectus Page 25
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    
   
with each Fund's investment objective, LGT Asset Management 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 Fund or Portfolio may hold cash (U.S. dollars, foreign currencies
or multinational currency units) 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. or a foreign government. In addition, for temporary
defensive purposes, such as during times of international political or economic
uncertainty, most or all of a Fund's investments may be made in the United
States and denominated in U.S. dollars. To the extent a Fund or 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 Fund or Portfolio may hold cash (U.S.
dollars, foreign currencies or multinational currency units) and may invest in
high quality foreign or domestic money market instruments. Money market
instruments in which the Funds or Portfolios may invest include, but are not
limited to, the following: government securities; high grade commercial paper;
bank certificates of deposit; bankers' acceptances; 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 LGT Asset Management to be of comparable quality.
    

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

   
The Funds or Portfolios may lend their 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 Funds' or Portfolios' 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 Fund
or 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 Fund or
Portfolio limits its 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 and possible loss of rights in the collateral should the borrower
fail financially.
    

   
The Funds or 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 Funds or Portfolios will purchase or sell
when-issued securities or enter into 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 Fund or Portfolio.
If the Fund or 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 Fund or
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 Fund or Portfolio may incur a loss.
    

   
The Pacific Fund, Europe Fund, Japan Fund, International Fund, America Growth
Fund and Worldwide Fund also may invest in securities of foreign issuers in the
form of American Depository Receipts ("ADRs") or other similar securities
convertible into securities of foreign issuers. These
    

                               Prospectus Page 26
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    
securities may not necessarily be denominated in the same currency as the
securities into which they may be converted. ADRs are receipts typically issued
by a United States bank or trust company evidencing ownership of the underlying
securities. Generally, ADRs in registered form are designed for use in U.S.
securities markets. See "Investment Objectives and Policies" in the Statement of
Additional Information.

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

   
RISK FACTORS. Each Fund's net asset value will fluctuate, reflecting
fluctuations in the market value of its securities and its net currency
exposure, or fluctuations in the market value of the securities of its
corresponding Portfolio.
    

   
As of December 31, 1995, companies outside the U.S. comprised approximately   %
of the world's stock market capitalization, according to Morgan Stanley Capital
International. Moreover, from time to time, the equity securities of issuers
located outside the U.S. have outperformed substantially those of U.S. issuers.
Accordingly, LGT Asset Management believes that the Funds' policies (except
those of the America Growth Fund, the America Small Cap Fund and the America
Value Fund) of investing in equity securities of issuers outside the U.S. may
enable them to produce returns greater than those produced by funds investing
solely in the securities of domestic issuers.
    

   
Foreign investing entails certain risks. The securities of non-U.S. issuers
generally will not be registered with, nor will the issuers thereof be subject
to, the reporting requirements of the SEC. Accordingly, there may be less
publicly available information about foreign securities and issuers than is
available about domestic securities and issuers. Foreign companies generally are
not subject to uniform accounting, auditing and financial reporting standards,
practices and requirements comparable to those applicable to domestic companies.
Securities of some foreign companies are less liquid and their prices may be
more volatile than securities of comparable domestic companies. A Fund's
interest and dividends from foreign issuers may be subject to non-U.S.
withholding taxes, thereby reducing its net investment income. In addition,
certain costs attributable to foreign investing, such as custody charges, are
higher than those attributable to domestic investing.
    

With respect to some foreign countries, there is the possibility of
expropriation or confiscatory taxation, limitations on the removal of funds or
other assets of the Funds, political or social instability, or diplomatic
developments which could affect the Funds' investments in those countries.
Moreover, individual foreign economies may differ favorably or unfavorably from
the U.S. economy in such respects as growth of gross national product, rate of
inflation, rate of savings and capital reinvestment, resource self-sufficiency
and balance of payments positions.

   
LGT Asset Management 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 and term of
interest rates, currency values, political developments, and variations in the
supply of funds available for investment in the world bond market relative to
the demands placed upon it. If market interest rates decline, fixed income
securities generally appreciate in value and vice versa. Fixed income securities
denominated in currencies other than the U.S. dollar or in multinational
currency units are evaluated on the strength of the particular currency against
the U.S. dollar as well as on the current and expected levels of interest rates
in the country or countries. In addition to the foregoing, the Worldwide Fund,
International Fund, Pacific Fund, Europe Fund, Japan Fund and America Growth
Fund may seek to take advantage of differences in relative values of fixed
income securities among various countries.
    

   
Since the Worldwide Fund, International Fund, Pacific Fund, Europe Fund, Japan
Fund and America Growth Fund may invest substantially in securities denominated
in currencies other than the U.S. dollar, and since such Funds may hold foreign
currencies, the Worldwide Fund, International Fund, Pacific Fund, Europe Fund,
Japan Fund and America Growth Fund will be affected favorably or unfavorably by
exchange control regulations or changes in the exchange rates between such
currencies and the U.S. dollar. Changes in currency exchange rates will
influence the value of shares of the Worldwide Fund, International Fund, Pacific
Fund, Europe Fund, Japan Fund and America Growth Fund and also may affect the
value of dividends and interest earned by such Funds and gains and losses they
realize. Currencies generally are evaluated on the basis of fundamental economic
criteria (e.g., relative inflation and interest rate levels and trends, growth
rate forecasts, balance
    

                               Prospectus Page 27
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    
of payments status and economic policies) as well as technical and political
data. Exchange rates are determined by the forces of supply and demand in the
foreign exchange markets. These forces are affected by the international balance
of payments and other economic and financial conditions, government
intervention, speculation and other factors. If the currency in which a security
is denominated appreciates against the U.S. dollar, the dollar value of the
security will increase. Conversely, a decline in the exchange rate of the
currency would adversely affect the value of the security expressed in dollars.

   
SMALL CAP COMPANIES. 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 America Growth Fund and the America 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 America Growth Fund
and the America Small Cap Portfolio to dispose of securities of these small cap
companies at prevailing market prices in order to meet redemptions.
    

   
SPECIAL CONSIDERATIONS AFFECTING EMERGING MARKETS. Investing in the securities
of issuers domiciled in emerging markets may entail special risks relating to
the potential political and economic instability and the risks of expropriation,
nationalization, confiscation or the imposition of restrictions on foreign
investment, converting of currencies into U.S. dollars and on repatriation of
capital invested. In the event of such expropriation, nationalization or other
confiscation by any country, a Fund could lose its entire investment in any such
country.
    

   
Emerging securities markets are substantially smaller, less developed, less
liquid and more volatile than the securities markets of the United States and
other more developed countries. The limited size of emerging securities markets
and limited trading volume in issuers compared to the volume of trading in U.S.
securities could cause prices to be erratic for reasons apart from factors that
affect the quality of the securities. In addition, settlement mechanisms in
emerging securities markets may be less efficient and reliable than in more
developed markets. Also, most Latin American countries have experienced
substantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuations in inflation rates and corresponding
currency devaluations have had and may continue to have negative effects on the
economies and securities markets of certain Latin American countries.
    

   
OPTIONS, FUTURES AND FORWARD CURRENCY TRANSACTIONS. The Pacific Fund, the Europe
Fund, the Japan Fund, the International Fund, the America Growth Fund and the
Worldwide Fund may use forward currency contracts, futures contracts, options on
securities, options on indices, options on currencies 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 such Fund.
In addition, 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 Fund or
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.
    

   
To attempt to hedge against adverse movements in exchange rates between
currencies, the Worldwide Fund, International Fund, Pacific Fund, Europe Fund,
America Growth Fund and Japan Fund may enter into forward currency contracts for
the purchase or sale of a specified currency at a specified future date. Such
contracts may involve the purchase or sale of a foreign currency against the
U.S. dollar or may involve two foreign currencies. The Worldwide Fund,
International Fund, Pacific Fund, Europe Fund, America Growth Fund and Japan
Fund may enter into forward currency contracts either with respect to specific
transactions or with respect to such Fund's portfolio positions.
    

                               Prospectus Page 28
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    
   
For example, when the Worldwide Fund, International Fund, Pacific Fund, Europe
Fund, America Growth Fund and Japan Fund anticipate making a purchase or sale of
a security, it may enter into a forward currency contract in order to set the
rate (either relative to the U.S. dollar or another currency) at which a
currency exchange transaction related to the purchase or sale will be made.
Further, when LGT Asset Management believes that a particular currency may
decline compared to the U.S. dollar or another currency, the Worldwide Fund,
International Fund, Pacific Fund, Europe Fund, America Growth Fund and Japan
Fund may enter into a forward contract to sell the currency LGT Asset Management
expects to decline in an amount approximating the value of some or all of such
Fund's portfolio securities denominated in a foreign currency. The Worldwide
Fund, International Fund, Pacific Fund, Europe Fund, America Growth Fund and
Japan Fund also may purchase and sell put and call options on currencies,
futures contracts on currencies and options on futures contracts on currencies
to hedge against movements in exchange rates.
    

   
In addition, each Fund or 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 Fund or Portfolio or that LGT Asset Management
intends to include in the Fund's or Portfolio's portfolio. The Funds or
Portfolios also may buy and sell put and call options on stock indexes. Such
stock 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 Funds or 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 Fund's or Portfolio's portfolio. The Funds or 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 Fund
or 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 Fund or Portfolio may purchase and sell put and call options
on securities, currencies 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 Fund or Portfolio may enter into forward
contracts or futures contracts, or engage in options transactions. See "Taxes"
in the Statement of Additional Information.
    

   
Although a Fund or Portfolio might not employ any of the foregoing strategies,
the use of forward currency contracts, 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 LGT Asset Management's ability
to predict movements in the prices of individual securities, fluctuations in the
general securities markets and movements in interest rates and currency markets;
(2) imperfect correlation, or even no correlation, between movements in the
price of forward contracts, options, futures contracts or options thereon and
movements in the price of the currency or security hedged or used for cover; (3)
the fact that skills and techniques needed to trade options, futures contracts
and options thereon or to use forward currency contracts are different from
those needed to select the securities in which the Funds or 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 Fund or 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 Fund or Portfolio to sell a security at a
disadvantageous time, due to the need for the Fund or Portfolio to maintain
"cover" or to set aside securities in connection with hedging transactions; and
(6) the possible need to defer closing out certain options, futures contracts
and forward currency contracts in order to qualify or continue to qualify for
the beneficial tax treatment afforded regulated investment companies under the
Code. See "Dividends, Other Distributions and Taxes" herein and "Taxes" in the
Statement of Additional Information. If LGT Asset Management incorrectly
forecasts securities market movements, currency exchange rates or interest rates
in utilizing a strategy for a Fund or Portfolio, the Fund or Portfolio would be
in a better position if it had not hedged at all. The Pacific Fund, the Europe
Fund, the Japan Fund, the International Fund, the America Growth Fund and
    

                               Prospectus Page 29
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    
   
the Worldwide Fund may also conduct their foreign currency exchange transactions
on a spot (I.E., cash) basis at the spot rate prevailing in the foreign currency
exchange market.
    

   
OTHER INFORMATION. Each Fund's investment objective of long-term capital growth
or 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
Investment Company Act of 1940 ("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 Funds' and the Portfolios' investment policies
described in this Prospectus and in the Statement of Additional Information,
including each Fund's policy of normally investing at least 65% of its assets in
the equity securities of issuers domiciled in its Primary Investment Area, or
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, provided that any such
policies as so amended do not conflict with the Fund's or the Portfolio's
fundamental investment limitations. Each Fund's or Portfolio's policies
regarding lending and the percentage of that Portfolio's assets that may be
committed to borrowing and diversification of investments are fundamental
policies and may not be changed without shareholder approval. See "Investment
Limitations" in the Statement of Additional Information.
    

   
OTHER INFORMATION REGARDING THE PORTFOLIOS. The America Small Cap Fund and
America 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 America Small Cap Fund and America 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 America Small Cap
Fund and America 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 America Small Cap
Portfolio and America Value Portfolio, respectively, each of which is a separate
investment company, as previously described. Since the America Small Cap Fund
and America Value 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 America Small
Cap Portfolio and America 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 America Small Cap Fund and
America 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 America Small Cap Fund and America Value
Fund are the only institutional investors in their
    

                               Prospectus Page 30
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    
   
corresponding Portfolios. However, the America Small Cap Portfolio and America
Value Portfolio expect to offer beneficial interests to other institutional
investors in the future. Although interests in the Portfolios are not currently
available, either directly or indirectly, to individual investors through other
funds, information regarding any such funds will be available from GT Global at
the appropriate toll-free telephone number provided in the Shareholder Account
Manual.
    

   
Investors in the America Small Cap Fund and America 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 America
Small Cap Fund and America 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 America Small Cap Fund and America Value Fund and could affect adversely
the liquidity of such Funds.
    

   
See "Management" for a description of the investment management fee and other
expenses associated with the investment of the America Small Cap Fund and
America Value Fund in their corresponding Portfolios. This Prospectus and the
Statement of Additional Information dated April 29, 1996, contain more detailed
information about this organizational structure of the America Small Cap Fund
and America Value Fund 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.
    

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

                                 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 1,000 employees; (b) any
account with assets of at least $25,000 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 with assets of
at least $25,000 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 Liechtenstein
Global Trust; and (e) any of the companies comprising or affiliated with
Liechtenstein Global Trust. Financial planners, trust companies, bank trust
companies and registered investment advisers referenced in subpart (b) and
sponsors of "wrap fee" programs referenced in subpart (c) are collectively
referred to as "Financial Advisors." Investors in Wrap Fee Accounts and Advisory
Accounts may only purchase Advisor Class shares through Financial Advisors who
have entered into agreements with GT Global and certain of its affiliates.
Investors may be

                               Prospectus Page 31
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    
charged a fee by their brokers or agents if they effect transactions other than
through a dealer.

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

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

Fiduciaries and Financial Advisors may be required to provide information
satisfactory to GT Global concerning their eligibility to purchase Advisor Class
shares. For specific information on opening an account, please contact your
Financial Advisor or GT Global.

PURCHASES BY BANK WIRE. Shares of the Funds may also be purchased through GT
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 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. Prior
telephonic or facsimile notice that a bank wire is being sent must be provided
to the Transfer Agent. A 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. For
more information, please refer to the Shareholder Account Manual in this
Prospectus.

CERTIFICATES. In the interest of economy and convenience, physical certificates
representing a Fund's shares will not be issued unless a written request is
submitted 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 GT GLOBAL RECOMMEND THAT
SHAREHOLDERS DO NOT REQUEST ISSUANCE OF CERTIFICATES.

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

                             HOW TO MAKE EXCHANGES

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

   
Advisor Class shares of any Fund may only be exchanged for Advisor Class shares
of any other Fund, and for Advisor Class shares of the other GT Global Mutual
Funds (including the other Equity Funds), based on their respective net asset
values, provided that the registration remains identical. This exchange
privilege is available only in those jurisdictions where the sale of GT 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, GT Global Mutual Funds currently include:

      -- GT GLOBAL EMERGING MARKETS FUND
      -- GT GLOBAL HEALTH CARE FUND
      -- GT GLOBAL FINANCIAL SERVICES FUND
      -- GT GLOBAL INFRASTRUCTURE FUND
      -- GT GLOBAL NATURAL RESOURCES FUND
      -- GT GLOBAL CONSUMER PRODUCTS AND SERVICES FUND

                               Prospectus Page 32
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

      -- GT GLOBAL TELECOMMUNICATIONS FUND
      -- GT GLOBAL LATIN AMERICA GROWTH FUND*
      -- GT GLOBAL GROWTH & INCOME FUND
      -- GT GLOBAL GOVERNMENT INCOME FUND
      -- GT GLOBAL STRATEGIC INCOME FUND
      -- GT GLOBAL HIGH INCOME FUND
      -- GT GLOBAL DOLLAR FUND
- --------------

*   Formerly G.T. Latin America 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.

EXCHANGES BY TELEPHONE. A shareholder may give exchange information to his or
her Financial Advisor. 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 redemptions.
The Funds, GT Global and the Transfer Agent will 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 Fund employs 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 may also be made by mail.
    

Investors in Wrap Fee Accounts and Advisory Accounts interested in making an
exchange should contact their Financial Advisors to request the prospectus of
the other GT Global Mutual Fund(s) being considered. Other investors should
contact GT Global. See the Shareholder Account Manual in this Prospectus.

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 GT Global's
refusal to accept further purchase and exchange orders. The terms of the
exchange offer described above may be modified at any time, on 60 days' prior
written notice.

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

                              HOW TO REDEEM SHARES

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

Fund shares may be redeemed at their net asset value and redemption proceeds
will be sent within seven days of the execution of a redemption request.

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.

                               Prospectus Page 33
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

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. The
shareholder's bank may charge a bank wire service fee.

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 Fund, GT Global and the Transfer Agent will 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 Fund employs 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 shareholder of record and/or requests that redemption
proceeds be mailed to an address other than the shareholder's address of record
require a signature guarantee. In addition, if the shareholder's address of
record has been changed within the preceding thirty days, a signature guarantee
is required. Redemptions of shares for which certificates have been issued must
be accompanied by properly endorsed share certificates.

OTHER IMPORTANT REDEMPTION INFORMATION. A request for redemption will not be
processed until all of the necessary documentation has been received in good
order. A shareholder in a Wrap Fee Account or Advisory Account who is in doubt
about what documents are required should contact his or her Financial Advisor.

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.

GT Global reserves the right to redeem the shares of any Advisory Account or
Wrap Fee Account if the amount invested in GT Global Mutual Funds through such
account is reduced to less than $500 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 GT Global Mutual Funds through such account
to an aggregate amount of $500 or more.

For additional information on how to redeem shares, see the Shareholder Account
Manual in this Prospectus, or contact your Financial Advisor.

                               Prospectus Page 34
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                           SHAREHOLDER ACCOUNT MANUAL

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

   
Purchase, exchange and redemption orders may be placed in accordance with this
Manual. PLEASE BE CAREFUL TO REFERENCE "ADVISOR CLASS" IN ALL INSTRUCTIONS
PROVIDED. 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 Funds' Transfer Agent is GT 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:

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

INVESTMENTS BY BANK WIRE

A new account may be opened by calling 1-800-223-2138 to obtain an account
number. WITHIN SEVEN DAYS OF PURCHASE A COMPLETED ACCOUNT APPLICATION CONTAINING
THE APPROPRIATE TAXPAYER IDENTIFICATION NUMBER MUST BE SENT TO GT 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: GT Global
         ACCOUNT NO. 4023-050701

EXCHANGES BY TELEPHONE

Call GT 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 GT Global Mutual Fund exchanging into,
shareholder's registered name and account number, to:

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

REDEMPTIONS BY TELEPHONE

Call GT 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:

    GT 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 address:
    

    GT 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 should call GT Global at 1-800-223-2138.
    

                               Prospectus Page 35
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                         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, for the America Small Cap Fund and the America Value Fund,
is the value of each 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 a Fund or Portfolio are valued at the last sale price
on the exchange or in the over-the-counter market in which such securities are
primarily 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 LGT Asset
Management 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, adjusted for foreign exchange translation and market fluctuations,
provided that such valuations represent fair value. When market quotations for
futures and options positions held by a Fund or 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 Company's or Portfolio's Board of Trustees. Securities quoted
in foreign currencies will be valued in U.S. dollars based on the prevailing
exchange rates on that day.
    

   
Certain of the Funds' or Portfolios' securities, from time to time, may be
traded primarily on foreign exchanges or 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 a Fund's shares may be affected significantly by such
trading on days when shareholders have no access to that Fund.
    

                               Prospectus Page 36
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                         DIVIDENDS, OTHER DISTRIBUTIONS
                          AND FEDERAL INCOME TAXATION

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

   
DIVIDENDS AND OTHER DISTRIBUTIONS. Each Fund annually declares as a dividend all
of its (or, in the case of the America Small Cap Fund or the America Value Fund,
the proportionate share of its corresponding Portfolio's) 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 annually distributes substantially all of its (or, in the case of
the America Small Cap Fund or the America Value Fund, the proportionate share of
its corresponding Portfolio's), realized net short-term capital gain (the excess
of short-term capital gains over short-term capital losses), net capital gain
(the excess of net long-term capital gain over net short-term capital loss) and
net gains from foreign currency transactions, if any. Each Fund may make an
additional dividend or other distribution if necessary to avoid a 4% excise tax
on certain undistributed income and gain.
    

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

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

   
/ / to receive other distributions in cash and have dividends automatically
    reinvested in additional Advisor Class shares of the distributing Fund (or
    other GT 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 GT 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 (in the case of the America Small Cap Fund
and the America Value Fund) or continue 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 (or, in the case of the America Small Cap Fund or
the America Value Fund, the proportionate share of its corresponding
Portfolio's), 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.
    

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

                               Prospectus Page 37
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    
and whether such distributions are paid in cash or reinvested in additional
shares.

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

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

   
A redemption of Fund shares may result in taxable gain or loss to the redeeming
shareholder, depending upon whether the redemption proceeds are more or less
than the shareholder's adjusted basis for the redeemed shares. An exchange of
Fund shares for shares of another GT Global Mutual Fund (including another
Equity Fund) generally will have similar tax consequences. In addition, if Fund
shares are purchased within 90 days before or after redeeming other shares of
the same Fund (regardless of class) at a loss, all or a part of the loss will
not be deductible and instead will increase the basis of the newly purchased
shares.
    

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

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

                                   MANAGEMENT

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

   
The Company's Board of Trustees has overall responsibility for the operation of
each Fund. 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 each Fund.
    

   
The Portfolios' 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 Investment Company Act of 1940, as amended (the "1940 Act") of
the Board of Trustees 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 for the Portfolios.
    

   
INVESTMENT MANAGEMENT AND ADMINISTRATION. Services provided by LGT Asset
Management as the investment manager of the Worldwide Fund, International Fund,
Pacific Fund, Europe Fund, America Growth Fund and Japan Fund, and the
Portfolios include, but are not limited to, determining the composition of such
Fund's and such Portfolio's portfolio and placing orders to buy, sell or hold
particular securities. In addition, LGT Asset Management provides the following
administrative services to each Fund and each Portfolio: furnishing corporate
officers and clerical staff; providing office space, services and equipment; and
supervising all matters relating to the Funds' and Portfolios' operation.
    

                               Prospectus Page 38
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

   
The America Small Cap Fund and America Value Fund each pays LGT Asset Management
administration fees, computed daily and paid monthly, 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 LGT Asset Management. The Portfolios each pay
such fees, computed daily and paid monthly, based on the average daily net
assets of such Portfolio, directly to LGT Asset Management at the annualized
rate of .475% on the first $500 million, .45% on the next $500 million, .425% on
the next $500 million and .40% on all amounts thereafter.
    

   
The America Growth Fund pays LGT Asset Management investment management and
administration fees, computed daily and paid monthly, based on its average daily
net assets, 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 amounts
thereafter.
    

   
Each of the other Funds pays LGT Asset Management investment management and
administration fees, computed daily and paid monthly, based on its average daily
net assets, at the annualized rate of .975% on the first $500 million, .95% on
the next $500 million, .925% on the next $500 million, and .90% on amounts
thereafter. These rates are higher than those paid by most mutual funds.
    

   
LGT Asset Management also serves as each Fund's and each Portfolio's pricing and
accounting agent. The monthly fee for these services to LGT Asset Management is
a percentage, not to exceed 0.03% annually, of the Fund's average daily net
assets. The annual fee rate is derived by applying 0.03% to the first $5 billion
of assets of GT Global Mutual Funds and 0.02% to the assets in excess of $5
billion and dividing the result by the aggregate assets of GT Global Mutual
Funds.
    

   
LGT Asset Management provides investment management and/or administration
services to GT Global Mutual Funds. LGT Asset Management and its worldwide asset
management affiliates have provided investment management and/or administration
services to institutional, corporate and individual clients around the world
since 1969. The U.S. offices of LGT Asset Management are located at 50
California Street, 27th Floor, San Francisco, California 94111.
    

   
LGT Asset Management and its worldwide affiliates, including LGT Bank in
Liechtenstein, formerly Bank in Liechtenstein, comprise Liechtenstein Global
Trust, formerly BIL GT Group Limited. Liechtenstein Global Trust is a provider
of global asset management and private banking products and services to
individual and institutional investors. Liechtenstein Global Trust 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. The principal business address of the Prince of Liechtenstein
Foundation is Herrengasse 12, FL-9490, Vaduz, Liechtenstein.
    

   
As of               1996, LGT Asset Management and its worldwide asset
management affiliates managed or administered approximately $  billion, of which
approximately $  billion consist of GT Global retail funds worldwide. In the
U.S., as of             , 1996, LGT Asset Management managed or administered
approximately $  billion in GT Global Mutual Funds. As of             ,1996,
assets under advice by LGT Bank in Liechtenstein exceeded approximately $
billion. As of             , 1996, total assets entrusted to Liechtenstein
Global Trust totaled approximately $  billion.
    

   
In addition to the resources of its San Francisco office, LGT Asset Management
uses the expertise, personnel, data and systems of other offices of
Liechtenstein Global Trust, including investment offices in London, Hong Kong,
Tokyo, Singapore, Sydney and Frankfurt. In managing GT Global Mutual Funds, LGT
Asset Management employs a team approach, taking advantage of the resources of
these various investment offices around the world in seeking to achieve each
Fund's investment objective. Many of the investment managers who manage GT
Global Mutual Funds' portfolios are natives of the countries in which they
invest, speak local languages and/or live or work in the markets they follow.
    

                               Prospectus Page 39
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

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

   
                                  PACIFIC FUND
    

   
<TABLE>
<CAPTION>
                         RESPONSIBILITIES FOR                             BUSINESS EXPERIENCE
NAME/OFFICE                    THE FUND                                     LAST FIVE YEARS
- -----------------------  ---------------------  ------------------------------------------------------------------------
<S>                      <C>                    <C>
Lawrence Yip             Portfolio Manager      Portfolio Manager for LGT Asset Management, Inc. and LGT Asset
 Hong Kong                since 1993             Management Ltd. (Asia)
Charles Wall             Portfolio Manager      Portfolio Manager for LGT Asset Management Ltd. (Australia) and LGT
 Sydney                   since 1995             Asset Management since 1992. Prior thereto Mr. Wall was a Portfolio
                                                 Manager for Baring Securities (Sydney).
</TABLE>
    

   
                                  EUROPE FUND
    

   
<TABLE>
<CAPTION>
                         RESPONSIBILITIES FOR                             BUSINESS EXPERIENCE
NAME/OFFICE                    THE FUND                                     LAST FIVE YEARS
- -----------------------  ---------------------  ------------------------------------------------------------------------
<S>                      <C>                    <C>
Anna Powell              Portfolio Manager      Portfolio Manager for LGT Asset Management PLC (London) and LGT Asset
 London                   since 1995             Management since 1995; From 1989 to 1995, Ms. Powell was a Portfolio
                                                 Manager for Robert Fleming & Co. Ltd. (London).
Roger Yates              Portfolio Manager      Portfolio Manager for LGT Asset Management PLC (London) and LGT Asset
 London                   since 1994             Management since 1994. Prior thereto, Mr. Yates was an Investment
                                                 Manager for Morgan Grenfell Asset Management.
</TABLE>
    

   
                          AMERICA SMALL CAP PORTFOLIO
    

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

   
                              AMERICA GROWTH FUND
    

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

   
                            AMERICA VALUE PORTFOLIO
    

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

                               Prospectus Page 40
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

   
                               INTERNATIONAL FUND
    

   
<TABLE>
<CAPTION>
                         RESPONSIBILITIES FOR                             BUSINESS EXPERIENCE
NAME/OFFICE                    THE FUND                                     LAST FIVE YEARS
- -----------------------  ---------------------  ------------------------------------------------------------------------
<S>                      <C>                    <C>
F. Christian Wignall     Portfolio Manager      Chief Investment Officer -- Global Equities for LGT Asset Management.
 San Francisco            since 1987
Michael Lindsell         Portfolio Manager      Chief Investment Officer -- Japan for LGT Investment Trust Management
 Tokyo                    since 1992             Ltd. (Japan) as well as Portfolio Manager for LGT Asset Management
                                                 since 1992. Prior thereto, Mr. Lindsell was a Director of Warburg Asset
                                                 Management (Tokyo).
Serge Selfslagh          Portfolio Manager      Portfolio Manager for LGT Asset Management PLC (London) and LGT Asset
 London                   since 1993             Management since 1993. Prior thereto Mr. Selfslagh was a Portfolio
                                                 Manager for Schroder Investment Management (London) and its U.S.
                                                 affiliate, SCMI.
</TABLE>
    

   
                                 WORLDWIDE FUND
    

   
<TABLE>
<CAPTION>
                         RESPONSIBILITIES FOR                             BUSINESS EXPERIENCE
NAME/OFFICE                    THE FUND                                     LAST FIVE YEARS
- -----------------------  ---------------------  ------------------------------------------------------------------------
<S>                      <C>                    <C>
F. Christian Wignall     Portfolio Manager      Chief Investment Officer -- Global Equities for LGT Asset Management.
 San Francisco            since 1987
Soraya M. Betterton      Portfolio Manager      Portfolio Manager for LGT Asset Management.
 San Francisco            since 1989
Serge Selfslagh          Portfolio Manager      Portfolio Manager for LGT Asset Management PLC (London) and LGT Asset
 London                   since 1993             Management since 1993. Prior thereto Mr. Selfslagh was a Portfolio
                                                 Manager for Schroder Investment Management (London) and its U.S.
                                                 affiliate, SCMI.
Michael Lindsell         Portfolio Manager      Chief Investment Officer -- Japan for LGT Investment Trust Management
 Tokyo                    since 1992             Ltd. (Japan) as well as Portfolio Manager for LGT Asset Management
                                                 since 1992. Prior thereto Mr. Lindsell was a Director of Warburg Asset
                                                 Management (Tokyo).
</TABLE>
    

   
                                   JAPAN FUND
    

   
<TABLE>
<CAPTION>
                         RESPONSIBILITIES FOR                             BUSINESS EXPERIENCE
NAME/OFFICE                    THE FUND                                     LAST FIVE YEARS
- -----------------------  ---------------------  ------------------------------------------------------------------------
<S>                      <C>                    <C>
Michael Lindsell         Portfolio Manager      Chief Investment Officer -- Japan for LGT Investment Trust Management
 Tokyo                    since 1992             Ltd. (Japan) as well as Portfolio Manager for LGT Asset Management
                                                 since 1992. Prior thereto Mr. Lindsell was a Director of Warburg Asset
                                                 Management (Tokyo).
</TABLE>
    

                               Prospectus Page 41
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

   
In addition, in managing the Funds and the Portfolios, these individuals utilize
the research and related work of other members of LGT Asset Management's
investment staff. In placing orders for the Funds' and Portfolios' portfolio
transactions, LGT Asset Management seeks to obtain the best net results. LGT
Asset Management has no agreement or commitment to place orders with any
broker/dealer. Commissions or discounts in foreign securities exchanges and OTC
markets often are fixed and generally are higher than those in U.S. securities
exchanges or markets. 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.
and foreign 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, currency and options transactions. Consistent with its
obligation to obtain the best net results, LGT Asset Management may consider a
broker/dealer's sale of shares of GT Global Mutual Funds as a factor in
considering through whom portfolio transactions will be effected. Brokerage
transactions for the Fund may be executed through any Liechtenstein Global Trust
affiliates.
    

   
The Funds' and Portfolios' portfolio turnover rates during the fiscal year ended
December 31, 1995 ranged between   % and   %. See the sub-caption "Portfolio
Trading and Turnover" in the Statement of Additional Information. Increases in
portfolio turnover would involve correspondingly greater transaction costs in
the form of dealer spreads or brokerage commissions and other costs that a Fund
or Portfolio will bear directly, and could result in the realization of net
capital gains which would be taxable when distributed to shareholders.
    

   
DISTRIBUTION OF FUND SHARES. GT Global is the distributor, or principal
underwriter, of each Fund's Advisor Class shares. Like LGT Asset Management, GT
Global is a subsidiary of Liechtenstein Global Trust with offices at 50
California Street, 27th Floor, San Francisco, California 94111.
    

   
LGT Asset Management or an affiliate thereof may make ongoing payments to
Financial Advisors and others that facilitate the administration and servicing
of Advisor Class shareholder accounts.
    
   
GT Global, at its own expense, may also provide promotional incentives to
broker/dealers that sell shares of the Funds and/or shares of other GT Global
Mutual Funds. In some instances 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 GT Global Mutual Funds, and/or other events sponsored by
the broker/dealer.
    

   
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, GT Global intends to
engage banks (if at all) only to perform administrative and shareholder
servicing functions. If a bank were 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.
    

                               Prospectus Page 42
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                               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. Under certain circumstances, duplicate
mailings of such reports may be consolidated. 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 OF THE COMPANY. The Company is organized as a Massachusetts
business trust and is registered with the SEC as a diversified open-end
management investment company.
    

   
From time to time the Company has and may continue to establish additional
funds, each corresponding to a distinct investment portfolio and a distinct
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.

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. For the fiscal year ended
December 31, 1994, total operating expenses for the Class A shares were 1.81%
for Worldwide Fund, 1.70% for International Fund, 1.91% for Japan Fund, 1.81%
for Pacific Fund, 1.73% for Europe Fund, and 1.58% for America Fund,
respectively, of average net assets.

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

                               Prospectus Page 43
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    
deferred sales charge is waived for certain redemptions and is reduced for
shares held more than one year. For the fiscal year ended December 31, 1994,
total operating expenses for the Class B shares were 2.46% for Worldwide Fund,
2.35% for International Fund, 2.56% for Japan Fund, 2.46% for Pacific Fund,
2.38% for Europe Fund, and 2.23% for America Fund, respectively, of average net
assets.

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

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

   
ORGANIZATION OF THE PORTFOLIOS. Each Portfolio is organized as a subtrust of
Growth Portfolio, a New York common law trust. The Declaration of Trust provides
that the America Small Cap Fund, America 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 such Funds nor their shareholders will be exposed
to a material risk of liability by reason of such Funds investing in their
corresponding Portfolios.
    

   
Whenever the America Small Cap Fund or America Value 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. 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. Shares for which no
voting instructions are received will be voted in the same proportion as the
shares for which voting instructions are received. Any information received from
the America Small Cap Portfolio and America Value Portfolio in the Portfolio's
reports to shareholders will be provided to the shareholders of its
corresponding Fund.
    

   
SHAREHOLDER INQUIRIES. Shareholder inquiries may be made by calling the Funds
toll-free at (800) 223-2138 or by writing to the Funds at P.O. Box 7893, San
Francisco, CA 94120-7893.
    

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

                               Prospectus Page 44
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    
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. 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 GT Global Investor Services, Inc. The
Transfer Agent is an affiliate of LGT Asset Management and GT Global, a
subsidiary of Liechtenstein Global Trust, 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 Massachusetts Avenue,
N.W., Washington, D.C. 20036-1800, acts as counsel to the Company and the Funds.
Kirkpatrick & Lockhart LLP also acts as counsel to LGT Asset Management, GT
Global and GT Global Investor Services, Inc. in connection with other matters.
    

   
INDEPENDENT ACCOUNTANTS. The Company's and each Fund's or Portfolio'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 each Fund and Portfolio, assists in the preparation of each Fund's and each
Portfolio's federal and state income tax returns and consults with the Company
and each Fund and Portfolio 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 45
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                                     NOTES

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

                               Prospectus Page 46
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                                     NOTES

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

                               Prospectus Page 47
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

                                     NOTES

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

                               Prospectus Page 48
<PAGE>

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

     [LGT LOGO]

<TABLE>
      <S>                     <C>                                                     <C>
      / / INDIVIDUAL  / / JOINT TENANT  / / GIFT/TRANSFER FOR MINOR  / / TRUST  / / CORP.
      ACCOUNT REGISTRATION    / / NEW ACCOUNT         / / ACCOUNT REVISION (Account No.: -------------------------------------)
      NOTE:  Trust registrations should specify name of trustee(s),  beneficiary(ies) and date of trust instrument. Registration for
      Uniform Gifts/Transfers to Minors accounts should be  in the name of one custodian and  one minor and include the state  under
      which the custodianship is created.
                                                                  ----------------------------------------------------------------
- ------------------------------------------------------------      Social Security Number / / or Tax I.D. Number / / (Check
Owner                                                             applicable box)
- ------------------------------------------------------------      If more than one owner, social security number or taxpayer
Co-owner 1                                                        identification number should be provided for first owner listed.
- ------------------------------------------------------------      If a purchase is made under Uniform Gift/Transfer to Minors Act,
Co-owner 2                                                        social security number of the minor must be provided.
                                                                  Resident of / / U.S.  / / Other (specify) ----------------
- --------------------------------------------------------------------------------------      ( )
Street Address                                                                              ---------------------------
- --------------------------------------------------------------------------------------      Home Telephone
City, State, Zip Code                                                                       ( )
                                                                                            ---------------------------
                                                                                            Business Telephone
FUND SELECTION $500 minimum initial investment for each Fund is required. Checks should be made payable to "GT GLOBAL."
</TABLE>

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

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

AGREEMENTS & SIGNATURES

 By  the execution of this Account Application, I/we represent and warrant that
 I/we have full right  power and authority  and am/are of  legal age in  my/our
 state  of  residence  to make  the  investment  applied for  pursuant  to this
 Application. The  person(s),  if  any,  signing  on  behalf  of  the  investor
 represent  and warrant that they are  duly authorized to sign this Application
 and to purchase, redeem  or exchange shares  of the Fund(s)  on behalf of  the
 investor.  I/WE HEREBY AFFIRM THAT I/WE  HAVE RECEIVED A CURRENT ADVISOR CLASS
 PROSPECTUS OF THE GT GLOBAL MUTUAL FUND(S) IN WHICH I/WE AM/ARE INVESTING  AND
 I/WE AGREE TO ITS TERMS AND CONDITIONS.
 I/WE  AND MY/OUR AGENTS, ASSIGNS AND  SUCCESSORS UNDERSTAND AND AGREE THAT THE
 ACCOUNT WILL BE  SUBJECT TO  THE TELEPHONE EXCHANGE  AND TELEPHONE  REDEMPTION
 PRIVILEGES  DESCRIBED IN THE  CURRENT PROSPECTUS TO  WHICH THIS APPLICATION IS
 ATTACHED AND  AGREE THAT  GT GLOBAL,  INC., G.T.  GLOBAL GROWTH  SERIES,  G.T.
 INVESTMENT  FUNDS,  INC.,  G.T.  INVESTMENT PORTFOLIOS,  INC.  AND  THE FUNDS'
 TRANSFER AGENT, THEIR OFFICERS AND EMPLOYEES, WILL NOT BE LIABLE FOR ANY  LOSS
 OR   DAMAGES  ARISING  OUT  OF  ANY   SUCH  TELEPHONE,  TELEX  OR  TELEGRAPHIC
 INSTRUCTIONS REASONABLY BELIEVED  TO BE  GENUINE, INCLUDING ANY  SUCH LOSS  OR
 DAMAGES  DUE  TO NEGLIGENCE  ON  THE PART  OF  SUCH ENTITIES.  THE INVESTOR(S)
 CERTIFY(IES) AND AGREE(S) THAT THE CERTIFICATIONS, AUTHORIZATIONS,  DIRECTIONS
 AND  RESTRICTIONS CONTAINED HEREIN  WILL CONTINUE UNTIL  GT GLOBAL, INC., G.T.
 GLOBAL GROWTH SERIES, G.T. INVESTMENT FUNDS, INC., G.T. INVESTMENT PORTFOLIOS,
 INC. OR THE  FUNDS' TRANSFER AGENT  RECEIVES WRITTEN NOTICE  OF ANY CHANGE  OR
 REVOCATION.  ANY CHANGE IN THESE  INSTRUCTIONS MUST BE IN  WRITING AND IN SOME
 CASES, AS  DESCRIBED  IN  THE  PROSPECTUS, REQUIRES  THAT  ALL  SIGNATURES  BE
 GUARANTEED.
     PLEASE INDICATE THE NUMBER OF SIGNATURES REQUIRED TO PROCESS CHECKS OR
 WRITTEN REDEMPTION REQUESTS:  / / ONE   / / TWO   / / THREE   / / FOUR.
     (If you do not indicate the number of required signatures, ALL account
 owners must sign checks and/or written redemption requests.)
     Under  penalties of  perjury, I  certify that  the Taxpayer Identification
 Number ("Number") provided  on this  form is  my (or  my employer's,  trust's,
 minor's  or  other  payee's) true,  correct  and  complete Number  and  may be
 assigned to any  new account opened  under the exchange  privilege. I  further
 certify  that I  am (or  the payee whose  Number is  given is)  not subject to
 backup withholding because:  (a) I  am (or the  payee is)  exempt from  backup
 withholding;  (b) the Internal Revenue Service (the "I.R.S.") has not notified
 me that I am (or the payee is) subject to backup withholding as a result of  a
 failure to report all interest or dividends; OR (c) the I.R.S. has notified me
 that I am (the payee is) no longer subject to backup withholding;

    OR, / / I am (the payee is) subject to backup withholding.
     ALL ACCOUNT OWNERS MUST SIGN BELOW (Minors are not authorized signers)
  Account revisions may require that signatures be guaranteed. Please see the
                                  Prospectus.

<TABLE>
<S>                                                          <C>

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

<PAGE>
ACCOUNT PRIVILEGES

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

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

SPECIAL CAPITAL GAINS AND DIVIDEND DISTRIBUTIONS OPTION
Pay distributions noted above to another GT Global Mutual Fund: Fund Name
- -----------------------------------------

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

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

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

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

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

- -------------------------------------------------------------------------------------------------------------------------
Advisor's Authorized Signature                                                        Title
</TABLE>
<PAGE>
   
                             GT GLOBAL EQUITY FUNDS
    

   
                             GT GLOBAL MUTUAL FUNDS
    

   
  GT GLOBAL OFFERS A BROAD RANGE OF MUTUAL FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS.  FOR MORE INFORMATION AND  A PROSPECTUS ON ANY  OF THE GT GLOBAL
  MUTUAL FUNDS,  PLEASE  CONTACT YOUR  FINANCIAL  ADVISOR OR  CALL  GT  GLOBAL
  DIRECTLY AT 1-800-824-1580.
    

   
GROWTH FUNDS
    

   
/ / GLOBALLY DIVERSIFIED FUNDS
    

   
GT GLOBAL WORLDWIDE GROWTH FUND
    
   
Invests around the world, including the U.S.
    

   
GT GLOBAL INTERNATIONAL GROWTH FUND
    
   
Provides portfolio diversity by investing outside
the U.S.
    

   
GT GLOBAL EMERGING MARKETS FUND
    
   
Gives access to the growth potential of developing economies
    

   
/ / GLOBAL THEME FUNDS
    

   
GT GLOBAL HEALTH CARE FUND
    
   
Invests in growing health care industries worldwide
    

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

   
GT GLOBAL INFRASTRUCTURE FUND
    
   
Seeks companies that build, improve or maintain a country's infrastructure
    

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

   
GT GLOBAL NATURAL RESOURCES FUND
    
   
Concentrates on companies that own, explore or develop natural resources
    

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

   
/ / REGIONALLY DIVERSIFIED FUNDS
    

   
GT GLOBAL NEW PACIFIC GROWTH FUND
    
   
Offers access to the emerging and established markets of the Pacific Rim,
excluding Japan
    

   
GT GLOBAL EUROPE GROWTH FUND
    
   
Focuses on investment opportunities in the new, unified Europe
    

   
GT GLOBAL LATIN AMERICA GROWTH FUND
    
   
Invests in the emerging markets of Latin America
    

   
/ / SINGLE COUNTRY FUNDS
    

   
GT GLOBAL AMERICA SMALL CAP GROWTH FUND
    
   
Invests in equity securities of small U.S. companies
    

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

   
GT GLOBAL AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    

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

   
GROWTH AND INCOME FUND
    

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

   
INCOME FUNDS
    

   
GT GLOBAL GOVERNMENT INCOME FUND
    
   
Earns monthly income from global government securities
    

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

   
GT GLOBAL HIGH INCOME FUND
    
   
Invests in debt securities in emerging markets
    

   
MONEY MARKET FUND
    

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

worldwide for stability and preservation of capital
    

[LOGO]

   
  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,  GT GLOBAL
  EQUITY FUNDS, GROWTH  PORTFOLIO, LGT  ASSET MANAGEMENT, INC.  OR GT  GLOBAL,
  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.
    

   
                                                                     GRWPR6018MC
    
<PAGE>
   
                        GT GLOBAL WORLDWIDE GROWTH FUND
                      GT GLOBAL INTERNATIONAL GROWTH FUND
                       GT GLOBAL NEW PACIFIC GROWTH FUND
                          GT GLOBAL EUROPE GROWTH FUND
                         GT GLOBAL AMERICA GROWTH FUND
                          GT GLOBAL JAPAN GROWTH FUND
    

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

   
                      Statement of Additional Information
                                 April 29, 1996
    

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

   
This  Statement of  Additional Information  relates to the  Class A  and Class B
shares of  GT  Global  Worldwide  Growth  Fund  ("Worldwide  Fund"),  GT  Global
International  Growth Fund ("International Fund"),  GT Global New Pacific Growth
Fund ("Pacific Fund"), GT Global Europe  Growth Fund ("Europe Fund"), GT  Global
America  Growth Fund  ("America Fund") and  GT Global Japan  Growth Fund ("Japan
Fund"), (individually  a "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. 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 April 29, 1996, 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.
    

   
LGT  Asset  Management,  Inc. ("LGT  Asset  Management") serves  as  each Fund's
investment manager and administrator. The distributor of the shares of each Fund
is GT  Global,  Inc. ("GT  Global").  The Funds'  transfer  agent is  GT  Global
Investor Services, Inc. ("GT Services" or "Transfer Agent").
    

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

                               TABLE OF CONTENTS

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

   
<TABLE>
<CAPTION>
                                                                                                                           Page No.
                                                                                                                           --------
<S>                                                                                                                        <C>
Investment Objectives and Policies.......................................................................................      2
Options, Futures, and Currency Strategies................................................................................      5
Risk Factors.............................................................................................................     14
Investment Limitations...................................................................................................     17
Execution of Portfolio Transactions......................................................................................     19
Trustees and Executive Officers..........................................................................................     21
Management...............................................................................................................     23
Valuation of Shares......................................................................................................     26
Information Relating to Sales and Redemptions............................................................................     27
Taxes....................................................................................................................     29
Additional Information...................................................................................................     32
Investment Results.......................................................................................................     33
Description of Debt Ratings..............................................................................................     40
Financial Statements.....................................................................................................     42
</TABLE>
    

[LOGO]

                   Statement of Additional Information Page 1
<PAGE>
                             GT GLOBAL GROWTH FUNDS

                             INVESTMENT OBJECTIVES
                                  AND POLICIES

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

SELECTION OF INVESTMENTS
   
LGT  Asset Management is the investment manager of each Fund. In determining the
appropriate distribution of investments  among various countries and  geographic
regions  for the Funds, as applicable, LGT Asset Management ordinarily considers
the following  factors:  prospects  for relative  economic  growth  between  the
different countries in which each Fund may invest; expected levels of inflation;
government  policies influencing  business conditions; the  outlook for currency
relationships;  and  the  range  of  the  individual  investment   opportunities
available to international investors.
    
   
For  investment purposes,  an issuer typically  is considered as  domiciled in a
particular country  if it  is:  (a) organized  under the  laws  of, or  has  its
principal  office in, a particular country; or  (b) normally derives 50% or more
of its total revenues from business in that country, provided that, in LGT Asset
Management's view, the value  of such issuer's securities  will tend to  reflect
such  country's  development to  a greater  extent than  developments elsewhere.
However, these are not absolute requirements, and certain companies incorporated
in a particular country and considered by LGT Asset Management to be located  in
that  country  may have  substantial foreign  operations or  subsidiaries and/or
export sales exceeding in size the assets or sales in that country.
    

   
In analyzing  companies  for  investment  by each  Fund,  LGT  Asset  Management
ordinarily   looks  for  one  or  more  of  the  following  characteristics:  an
above-average earnings  growth per  share; high  return on  invested capital;  a
healthy  balance  sheet; sound  financial  and accounting  policies  and overall
financial  strength;  strong  competitive  advantages;  effective  research  and
product  development  and  marketing;  efficient  service;  pricing flexibility;
strength of management; and general operating characteristics which will  enable
the  companies  to compete  successfully  in their  respective  marketplaces. In
certain countries, governmental restrictions and other limitations on investment
may affect the maximum percentage  of equity ownership in  any one company by  a
Fund  or the Funds in the aggregate. In addition, in some instances only special
classes of securities  may be  purchased by  foreigners and  the market  prices,
liquidity and rights with respect to those securities may vary from shares owned
by nationals.
    

   
There  may be  times when,  in the opinion  of LGT  Asset Management, prevailing
market,  economic  or  political  conditions  warrant  reducing  the  proportion
invested  in  equity  securities  of  issuers  domiciled  in  a  Fund's  Primary
Investment Area (as described in the  Prospectus) below 65% of the Fund's  total
assets  and  increasing  the  proportion held  in  cash  (U.S.  dollars, foreign
currencies or multinational currency  units) or invested  in debt securities  or
high  quality money market instruments issued by corporations, or the U.S., or a
foreign government. A  portion of each  Fund's assets normally  will be held  in
cash  (U.S.  dollars, foreign  currencies  or multinational  currency  units) or
invested in foreign or  domestic high quality  money market instruments  pending
investment  of proceeds from  new sales of  Fund shares, to  provide for ongoing
expenses and to satisfy redemptions.
    

   
At this  time,  LGT Asset  Management  is not  aware  of the  existence  of  any
investment  or exchange control regulations which might substantially impair the
operations of the  Funds as described  in the Prospectus  and this Statement  of
Additional  Information.  Although  restrictions  may  in  the  future  make  it
undesirable to  invest  in certain  countries,  LGT Asset  Management  does  not
believe that any current repatriation restrictions would affect its decisions to
invest in the countries eligible for investment by any Fund. It should be noted,
however, that this situation could change at any time.
    

INVESTMENTS IN OTHER INVESTMENT COMPANIES
   
With respect to certain countries (e.g., Taiwan) investments by a Fund presently
may  be made only by  acquiring shares of other  investment companies with local
governmental approval  to invest  in those  countries. At  such time  as  direct
investment  in  these  countries  is  allowed,  the  Funds  anticipate investing
directly in  these markets.  The Funds  may  also 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
part,  each Fund may purchase shares  of a closed-end investment company unless:
(a) such  a purchase  would  cause a  Fund to  own  more than  3% of  the  total
outstanding  voting stock of the investment company or (b) such a purchase would
cause a Fund  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.
    

                   Statement of Additional Information Page 2
<PAGE>
                             GT GLOBAL GROWTH FUNDS
   
Investment in  investment  companies  may involve  the  payment  of  substantial
premiums  above the value of such  companies' portfolio securities. The Funds do
not intend  to invest  in such  vehicles or  funds unless  LGT Asset  Management
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.
    

SAMURAI AND YANKEE BONDS
   
The International Fund, the Japan Fund, the Pacific Fund and the Worldwide  Fund
may  invest  in  yen-denominated bonds  sold  in Japan  by  non-Japanese issuers
("Samurai bonds"), and  the Worldwide Fund  and the America  Fund may invest  in
dollar-denominated  bonds sold in the United States by non-U.S. issuers ("Yankee
bonds"). As compared with bonds issued in their countries of domicile, such bond
issues normally carry a higher interest rate but are less actively traded. It is
the policy of each Fund  to invest in Samurai or  Yankee bond issues only  after
taking  into account considerations of quality  and liquidity, as well as yield.
These bonds are issued by governments which are members of the Organization  for
Economic  Cooperation and Development or have AAA ratings. None of the Funds has
invested in Samurai or Yankee bonds since 1982.
    

DEPOSITORY RECEIPTS
   
Each Fund other than the America Fund may hold securities of foreign issuers  in
the  form of American  Depository Receipts ("ADRs"),  American Depository Shares
("ADSs")  and  European  Depository  Receipts  ("EDRs"),  or  other   securities
convertible  into securities of eligible European  or Far Eastern issuers. These
securities may  not necessarily  be  denominated in  the  same currency  as  the
securities  for which they may be exchanged.  ADRs and ADSs typically are issued
by an  American bank  or  trust company  and  evidence ownership  of  underlying
securities  issued by a foreign corporation.  EDRs, which are sometimes referred
to as Continental Depository Receipts  ("CDRs"), are issued in Europe  typically
by foreign banks and trust companies and evidence ownership of either foreign or
domestic  securities. Generally, ADRs  and ADSs in  registered form are designed
for use in United States securities markets and EDRs in bearer form are designed
for use in  European securities  markets. For  purposes of  a Fund's  investment
policies,  the Fund's investments  in ADRs, ADSs  and EDRs will  be deemed to be
investments in the equity securities representing securities of foreign  issuers
into which they may be converted.
    

ADR  facilities may be established as either "unsponsored" or "sponsored." While
ADRs issued under these  two types of facilities  are in some respects  similar,
there  are distinctions between  them relating to the  rights and obligations of
ADR holders and the practices of market participants. A depository may establish
an unsponsored  facility  without  participation by  (or  even  necessarily  the
acquiescence  of) the issuer of the deposited securities, although typically the
depository requests a  letter of  non-objection from  such issuer  prior to  the
establishment  of the facility.  Holders of unsponsored  ADRs generally bear all
the costs  of such  facilities. The  depository usually  charges fees  upon  the
deposit  and withdrawal of the deposited securities, the conversion of dividends
into  U.S.  dollars,  the  disposition   of  non-cash  distributions,  and   the
performance  of  other  services.  The  depository  of  an  unsponsored facility
frequently is  under  no  obligation to  distribute  shareholder  communications
received  from the issuer of the deposited  securities or to pass through voting
rights to ADR holders  with respect to the  deposited securities. Sponsored  ADR
facilities  are created in generally the  same manner as unsponsored facilities,
except that  the  issuer of  the  deposited  securities enters  into  a  deposit
agreement  with the  depository. The deposit  agreement sets out  the rights and
responsibilities of  the  issuer,  the  depository and  the  ADR  holders.  With
sponsored facilities, the issuer of the deposited securities generally will bear
some of the costs relating to the facility (such as dividend payment fees of the
depository),  although ADR holders continue to bear certain other costs (such as
deposit and withdrawal fees).  Under the terms  of most sponsored  arrangements,
depositories  agree  to distribute  notices of  shareholder meetings  and voting
instructions, and to provide shareholder communications and other information to
the ADR holders at the  request of the issuer  of the deposited securities.  The
Funds may invest in sponsored and unsponsored ADRs.

WARRANTS OR RIGHTS
   
Warrants or rights may be acquired by a Fund in connection with other securities
or  separately and provide the  Fund with the right to  purchase at a later date
other securities of the issuer. In addition, each Fund (except the America Fund)
has given an  undertaking to the  Texas Securities Commission  that it will  not
purchase  warrants in excess of 10% of the Fund's net assets taken at cost or at
market value, whichever is lower. With respect to the America Fund,  investments
in  warrants may not  exceed 5% of the  value of the Fund'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 the Fund  in units or  attached to securities  will be deemed  to be  without
value for purpose of this restriction.
    

                   Statement of Additional Information Page 3
<PAGE>
                             GT GLOBAL GROWTH FUNDS

LENDING OF PORTFOLIO SECURITIES
   
For the purpose of realizing additional income, each Fund 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  the  Fund's investment
policies and  by regulatory  agencies and  approved by  the Company's  Board  of
Trustees.  The Funds  may pay  reasonable administrative  and custodial  fees in
connection with the loans  of their securities. While  the securities loans  are
outstanding,  the Funds 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 Fund  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 Fund has a right to call each loan at any time
and obtain the securities on five business days' notice. The Funds 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 any important vote.
The  Funds also will be able to call such loans if LGT Asset Management 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 Fund  and
any  gain or loss in market  price during the loan would  inure to the Fund. 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 Funds 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 Funds would
suffer a loss.  The law  regarding the  rights of  the Funds  is unsettled  with
respect  to a  borrower becoming  subject to  bankruptcy or  similar proceeding.
Under these circumstances, there may be  a restriction on the Funds' ability  to
sell the collateral and the Funds could suffer a loss. Loans, however, only will
be  made to firms deemed by LGT Asset Management to be of good standing and will
not be made unless, in the  judgment of LGT Asset Management, the  consideration
to be earned from such loans would justify the risk.
    

COMMERCIAL BANK OBLIGATIONS
For  the  purposes  of each  Fund's  investment  policies with  respect  to bank
obligations, obligations of foreign branches of U.S. banks and of foreign  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.  As  with  investment  in  non-U.S.
securities  in general,  investments in the  obligations of  foreign branches of
U.S. banks and of foreign banks may  subject the Funds to investment risks  that
are  different  in some  respects from  those of  investments in  obligations of
domestic issuers. Although a Fund typically will acquire obligations issued  and
supported by the credit of U.S. or foreign 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 Fund. 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
   
Repurchase agreements are transactions in which a Fund 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.
Although 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 Fund if the other party to the
repurchase agreement becomes bankrupt, the Funds intend to enter into repurchase
agreements  only  with banks  and dealers  believed by  LGT Asset  Management to
present minimal  credit risks  in  accordance with  guidelines approved  by  the
Company's  Board  of Trustees.  LGT Asset  Management  reviews and  monitors the
creditworthiness of such institutions under the Board's general supervision.
    

   
A Fund 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.  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 Fund's ability
to sell the collateral and the Fund  could suffer a loss. However, with  respect
to  financial  institutions  whose  bankruptcy  or  liquidation  proceedings are
subject to the U.S. Bankruptcy Code, each Fund intends to comply with provisions
under the U.S.  Bankruptcy Code that  would allow it  immediately to resell  the
collateral.  There is no limitation on the amount of a Fund's assets that may be
subject to repurchase agreements
    

                   Statement of Additional Information Page 4
<PAGE>
                             GT GLOBAL GROWTH FUNDS
   
at any given  time. A Fund  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  Fund's borrowings will not exceed 33  1/3% of its total assets, i.e., each
Fund's total assets  at all  times will  equal at least  300% of  the amount  of
outstanding  borrowings. No Fund  will purchase securities  while borrowings are
outstanding. If market fluctuations in the value of a Fund's portfolio  holdings
or  other factors  cause the  ratio of  the Fund's  total assets  to outstanding
borrowings to  fall  below  300%,  within  three  days  (excluding  Sundays  and
holidays) of such event the Fund 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 Fund also may borrow up to 5% of its  total
assets  for temporary or emergency purposes  other than to meet redemptions. Any
borrowing by a Fund  may cause greater  fluctuation in the  value of its  shares
than would be the case if the Fund did not borrow.

Each  Fund's fundamental investment limitations permit  the Fund to borrow money
for leveraging purposes. Each Fund,  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  Company's Board of Trustees.  In the event that  a Fund 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 Fund's net asset value. When the income and gains on
securities purchased with the  proceeds of borrowings exceed  the costs of  such
borrowings,  a  Fund'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 Fund's earnings or net asset value would decline faster than would
otherwise be the case.

   
Each Fund may  enter into  reverse repurchase agreements.  A reverse  repurchase
agreement is a borrowing transaction in which the Fund 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 Fund  also  may engage  in "roll"
borrowing transactions  which involve  the Fund's  sale of  Government  National
Mortgage Association certificates or other securities together with a commitment
(for  which a Fund  may receive a  fee) to purchase  similar, but not identical,
securities at a future date. A Fund 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, FUTURES AND CURRENCY
                                   STRATEGIES

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

SPECIAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES
The use of options, futures  contracts and forward currency contracts  ("Forward
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 LGT Asset
    Management's ability  to predict  movements of  the overall  securities  and
    currency markets, which requires different skills than predicting changes in
    the   prices  of  individual  securities.  While  LGT  Asset  Management  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.

                   Statement of Additional Information Page 5
<PAGE>
                             GT GLOBAL GROWTH FUNDS

   
        (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 Fund entered into  a
    short hedge because LGT Asset Management projected a decline in the price of
    a security in the Fund's 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 Fund could  suffer a loss. In  either such case, the  Fund
    would have been in a better position had it not hedged at all.
    

        (4)  As described below, a Fund 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 Fund 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 Fund'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 Fund sell a portfolio security at
    a  disadvantageous time. The  Fund'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 the Fund.

WRITING CALL OPTIONS
   
A Fund may write (sell) call options on securities, indices and currencies. Call
options generally will  be written  on securities  and currencies  that, in  the
opinion  of LGT Asset Management, 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 Fund.
    

A  call option  gives the  holder (buyer)  the right  to purchase  a security or
currency 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 may be assigned  an
exercise  notice, requiring him  to deliver the  underlying security or currency
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 or currencies on which call options may be written will be
purchased solely on the basis of investment considerations consistent with  each
Fund's  investment objectives. When writing a call option, a Fund, in return for
the premium, gives up the  opportunity for profit from  a price increase in  the
underlying  security or currency above the  exercise price, and retains the risk
of loss should the  price of the  security or currency  decline. Unlike one  who
owns  securities or currencies not  subject to an option,  a Fund has no control
over when it may  be required to sell  the underlying securities or  currencies,
since  most  options  may  be  exercised  at  any  time  prior  to  the option's
expiration. If a  call option that  a Fund  has written expires,  the Fund  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 or currency during the
option period. If the call option is exercised, the Fund will realize a gain  or
loss  from  the sale  of  the underlying  security  or currency,  which  will be
increased or  offset by  the premium  received.  The Fund  does not  consider  a
security  or currency covered by  a call option to be  "pledged" as that term is
used in the Fund'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  or   currency
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  Fund will be obligated to
sell the security or currency at less than its market value.

   
The premium  that  a Fund  receives  for writing  a  call option  is  deemed  to
constitute  the market value of an option.  The premium a Fund 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, LGT Asset Management 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  or currency  from
being  called, or  to permit  the sale of  the underlying  security or currency.
Furthermore, effecting

                   Statement of Additional Information Page 6
<PAGE>
                             GT GLOBAL GROWTH FUNDS
a closing transaction will permit the Fund  to write another call option on  the
underlying  security  or  currency with  either  a different  exercise  price or
expiration date or both.

The Funds 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 or currencies at the time the options
are written. From time to  time, a Fund may  purchase an underlying security  or
currency  for delivery in accordance with the exercise of an option, rather than
delivering such  security  or  currency  from  its  portfolio.  In  such  cases,
additional costs will be incurred.

A  Fund 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
or currency, 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 or
currency owned by the Fund.

WRITING PUT OPTIONS
The Funds may  write put options  on securities, indices  and currencies. A  put
option  gives the  purchaser of  the option  the right  to sell,  and the writer
(seller) the  obligation to  buy, the  underlying security  or currency  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.

   
A Fund  generally would  write  put options  in  circumstances where  LGT  Asset
Management wishes to purchase the underlying security or currency for the Fund's
portfolio  at a  price lower than  the current  market price of  the security or
currency. In such event, the Fund 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 Fund also would receive interest on debt securities
or  currencies  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 or currency 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  or   currency
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 Fund will be  obligated
to purchase the security or currency at greater than its market value.
    

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

   
A Fund  may  purchase  a  put  option on  an  underlying  security  or  currency
("protective  put") owned by the Fund in order to protect against an anticipated
decline in  the value  of the  security or  currency. Such  hedge protection  is
provided  only during the life of the put option when the Fund, as the holder of
the put option, is able to sell  the underlying security or currency at the  put
exercise  price regardless  of any decline  in the  underlying security's market
price or currency's exchange value. For  example, a put option may be  purchased
in  order to protect unrealized appreciation of  a security or currency when LGT
Asset Management deems it desirable to continue to hold the security or currency
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 or currency eventually is sold.
    

A Fund also may purchase put  options at a time when  the Fund does not own  the
underlying  security or  currency. By  purchasing put  options on  a security or
currency it does not own, a Fund seeks  to benefit from a decline in the  market
price of the underlying security or currency. If the put option is not sold when
it  has remaining value, and  if the market price  of the underlying security or
currency remains equal to or greater than the exercise price during the life  of
the  put option, the Fund 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 or  currency 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.

                   Statement of Additional Information Page 7
<PAGE>
                             GT GLOBAL GROWTH FUNDS

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

Call options  may be  purchased  by a  Fund for  the  purpose of  acquiring  the
underlying security or currency for its portfolio. Utilized in this fashion, the
purchase of call options would enable a Fund to acquire the security or currency
at  the exercise price of  the call option plus the  premium paid. At times, the
net cost of acquiring the security or  currency in this manner may be less  than
the cost of acquiring the security or currency directly. This technique also may
be  useful to the Funds 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 or currency itself, a Fund  is
partially  protected  from any  unexpected decline  in the  market price  of the
underlying security or currency 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 Fund also may purchase call options on underlying securities or  currencies
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 Fund's current return.
For example, where a Fund has written a call option on an underlying security or
currency having a current market value below the price at which such security or
currency was purchased by the Fund, an increase in the market price could result
in the exercise of the call option written by the Fund and the realization of  a
loss  on  the  underlying  security or  currency.  Accordingly,  the  Fund could
purchase a call option on the same underlying security or currency, which  could
be  exercised to fulfill the Fund's  delivery obligations under its written call
(if it is exercised). This  strategy could allow the  Fund to avoid selling  the
portfolio  security  or currency  at  a time  when  it has  an  unrealized loss;
however, the Fund 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
Fund's total assets at the time of purchase.

Each Fund may  attempt to  accomplish objectives  similar to  those involved  in
using  Forward Contracts by purchasing put or  call options on currencies. A put
option gives a Fund as  purchaser the right (but not  the obligation) to sell  a
specified  amount of currency at the exercise  price at any time until (American
style) or on (European style) the expiration  date of the option. A call  option
gives  a Fund  as purchaser  the right  (but not  the obligation)  to purchase a
specified amount of currency at the  exercise price at any time until  (American
style)  or on (European style)  the expiration date of  the option. A Fund might
purchase a currency put option, for example, to protect itself against a decline
in the dollar  value of  a currency  in which  it holds  or anticipates  holding
securities.  If the currency's value should decline against the dollar, the loss
in currency value should be offset, in whole  or in part, by an increase in  the
value  of the put. If the value of  the currency instead should rise against the
dollar, any gain to the Fund would be reduced by the premium it had paid for the
put option.  A  currency  call  option  might  be  purchased,  for  example,  in
anticipation  of, or to protect against, a  rise in the value against the dollar
of a currency in which the Fund anticipates purchasing securities.

   
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 Fund  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 an average of the
last bid prices obtained from dealers,  unless a quotation from only one  dealer
is  available, in which case only that dealer's  price will be used. 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 Fund may also sell OTC options and,  in
connection  therewith, segregate assets or cover its obligations with respect to
OTC options  written by  the Fund.  The assets  used as  cover for  OTC  options
written by a Fund will be considered illiquid unless the OTC options are sold to
qualified  dealers who  agree that  the Fund  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.
    

                   Statement of Additional Information Page 8
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                             GT GLOBAL GROWTH FUNDS

A Fund's ability to establish and close out positions in exchange-listed options
depends on the existence of a liquid market. A Fund 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 Fund will enter into OTC
options only with  contra parties that  are expected to  be capable of  entering
into  closing transactions with  the Fund, there  is no assurance  that the Fund
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 Fund
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 Fund 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 Fund  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  Fund 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 Fund 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 Fund's exercise of the put, to deliver to the Fund 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 Fund writes  a put on an index, it receives  a
premium  and  the purchaser  has the  right,  prior to  the expiration  date, to
require the Fund  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 Fund writes a call
on  an  index  it  cannot  provide  in  advance  for  its  potential  settlement
obligations by  acquiring and  holding  the underlying  securities. A  Fund  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 Fund 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 Fund 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  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 Fund, 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 Fund  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 Fund 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, CURRENCY AND STOCK INDEX FUTURES CONTRACTS
The Funds  may  enter  into  interest rate,  currency  or  stock  index  futures
contracts  ("Futures"  or "Futures  Contracts") as  a  hedge against  changes in
prevailing levels  of interest  rates, currency  exchange rates  or stock  price
levels  in order to establish more definitely the effective return on securities
or  currencies   held  or   intended  to   be  acquired   by  the   Funds.   The

                   Statement of Additional Information Page 9
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                             GT GLOBAL GROWTH FUNDS
Funds'  hedging may include sales of Futures  as an offset against the effect of
expected increases in interest  rates, or decreases  in currency exchange  rates
and  stock prices, and purchases  of Futures as an  offset against the effect of
expected declines in interest rates, or increases in currency exchange rates  or
stock prices.

The  Funds 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"). Futures are exchanged in London at the London International
Financial Futures Exchange.

Although techniques other than sales and purchases of Futures Contracts could be
used  to reduce the Funds' exposure to  interest rate and currency exchange rate
fluctuations, the Funds 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 (security
or currency) 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 or currencies,  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  or currency and  the same delivery date.  If the offsetting purchase
price is less than the original sale price,  the Fund realizes a gain; if it  is
more, the Fund realizes a loss. Conversely, if the offsetting sale price is more
than  the original purchase price, the Fund realizes  a gain; if it is less, the
Fund realizes  a loss.  The transaction  costs also  must be  included in  these
calculations. There can be no assurance, however, that the Funds will be able to
enter  into  an  offsetting transaction  with  respect to  a  particular Futures
Contract at a particular time. If a Fund is not able to enter into an offsetting
transaction, the  Fund 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 Futures Contract of September Deutschemarks 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 another  Futures Contract  of September  Deutschemarks 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 Fund.

The Funds' 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 or  currencies that  the  Funds own,  or  Futures Contracts  will  be
purchased to protect the Funds against an increase in the price of securities or
currencies 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 Fund  in order to  initiate Futures trading  and to maintain  the
Fund's  open  positions in  Futures Contracts.  A margin  deposit made  when the
Futures Contract is entered  into ("initial margin") is  intended to ensure  the
Fund'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  Fund entered into  the Futures  Contract
will  be made on a daily basis as the price of the underlying security, currency
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 and currency rates, 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  or currencies in  the Fund'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 or currencies, including technical influences in Futures trading;
and  differences  between  the  financial  instruments  being  hedged  and   the
instruments

                  Statement of Additional Information Page 10
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                             GT GLOBAL GROWTH FUNDS
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 or currency 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 option 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 Fund 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 Fund would  continue to  be subject to
market risk with respect  to the position.  In addition, except  in the case  of
purchased  options,  the  Fund  would  continue to  be  required  to  make daily
variation margin payments and might be  required to maintain the position  being
hedged by the Future or option or to maintain cash or securities in a segregated
account.

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

OPTIONS ON FUTURES CONTRACTS
Options on Futures Contracts are similar to options on securities or currencies,
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,  currencies 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, foreign currencies or indices.

If a Fund 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.

                  Statement of Additional Information Page 11
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                             GT GLOBAL GROWTH FUNDS

The Funds 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.

   
LIMITATIONS ON  USE  OF FUTURES,  OPTIONS  ON  FUTURES AND  CERTAIN  OPTIONS  ON
CURRENCIES
    
To  the extent  that a  Fund enters into  Futures Contracts,  options on Futures
Contracts,  and  options  on  foreign  currencies  traded  on  a  CFTC-regulated
exchange,  in each case other than for BONA FIDE hedging purposes (as defined by
the CFTC), the aggregate initial margin and premiums required to establish those
positions (excluding the amount  by which options  are "in-the-money") will  not
exceed  5% of the liquidation  value of the Fund's  portfolio, after taking into
account unrealized profits and unrealized losses  on any contracts the Fund  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 Company's
Board of Trustees without a shareholder vote. This limitation does not limit the
percentage of a Fund's assets at risk to 5%.

FORWARD CURRENCY CONTRACTS
A Forward Contract is an obligation,  generally arranged with a commercial  bank
or  other  currency  dealer, to  purchase  or  sell a  currency  against another
currency at a future date  and price as agreed upon  by the parties. A Fund  may
either  accept or make delivery  of the currency at  the maturity of the Forward
Contract. A Fund may also, if its contra party agrees, prior to maturity,  enter
into  a  closing transaction  involving the  purchase or  sale of  an offsetting
contract.

A Fund engages in forward currency transactions in anticipation of or to protect
itself against fluctuations in  exchange rates. A Fund  might sell a  particular
foreign  currency forward,  for example,  when it  holds bonds  denominated in a
foreign currency but anticipates, and seeks  to be protected against, a  decline
in  the currency against the U.S. dollar.  Similarly, a Fund might sell the U.S.
dollar forward when it holds bonds denominated in U.S. dollars but  anticipates,
and  seeks to  be protected against,  a decline  in the U.S.  dollar relative to
other currencies. Further, a Fund might purchase a currency forward to "lock in"
the price  of  securities  denominated  in that  currency  that  it  anticipates
purchasing.

Forward  Contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A Forward
Contract generally has no deposit requirement, and no commissions are charged at
any stage for  trades. Each  Fund will enter  into such  Forward Contracts  with
major  U.S. or  foreign banks and  securities or currency  dealers in accordance
with guidelines approved by the Company's Board of Trustees.

Each Fund  may enter  into Forward  Contracts either  with respect  to  specific
transactions or with respect to the overall investments of the Fund. The precise
matching  of the Forward  Contract amounts and the  value of specific securities
generally will not be  possible because the future  value of such securities  in
foreign currencies will change as a consequence of market movements in the value
of  those securities between the  date the Forward Contract  is entered into and
the date it matures.  Accordingly, it may  be necessary for  a Fund to  purchase
additional  foreign  currency on  the  spot (I.E.,  cash)  market (and  bear the
expense of such purchase) if the market  value of the security is less than  the
amount of foreign currency the Fund is obligated to deliver and if a decision is
made to sell the security and make delivery of the foreign currency. Conversely,
it  may be necessary to sell on the spot market some of the foreign currency the
Fund is  obligated to  deliver.  The projection  of short-term  currency  market
movements  is extremely difficult, and the  successful execution of a short-term
hedging strategy is highly  uncertain. Forward Contracts  involve the risk  that
anticipated  currency movements will not be predicted accurately, causing a Fund
to sustain losses on these contracts and transaction costs.

At or before  the maturity  of a  Forward Contract requiring  a Fund  to sell  a
currency,  the  Fund either  may  sell a  portfolio  security and  use  the sale
proceeds to make delivery of the currency or retain the security and offset  its
contractual  obligation to deliver the currency  by purchasing a second contract
pursuant to which the Fund will obtain, on the maturity date, the same amount of
the currency that it is obligated to deliver. Similarly, a Fund may close out  a
Forward Contract requiring it to purchase a specified currency by, if its contra
party  agrees, entering  into a  second contract entitling  it to  sell the same
amount of the same currency on the maturity date of the first contract. The Fund
would realize a gain  or loss as  a result of entering  into such an  offsetting
Forward  Contract under either  circumstance to the extent  the exchange rate or
rates between the currencies involved moved  between the execution dates of  the
first contract and the offsetting contract.

The  cost to a Fund of engaging in Forward Contracts varies with factors such as
the currencies  involved, the  length  of the  contract  period and  the  market
conditions  then prevailing. Because Forward  Contracts usually are entered into
on a principal basis, no  fees or commissions are  involved. The use of  Forward
Contracts  does  not  eliminate fluctuations  in  the prices  of  the underlying
securities a Fund owns or  intends to acquire, but it  does establish a rate  of
exchange in advance. In

                  Statement of Additional Information Page 12
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                             GT GLOBAL GROWTH FUNDS
additional,  while Forward Contracts limit the risk  of loss due to a decline in
the value of  the hedged  currencies, they also  limit any  potential gain  that
might result should the value of the currencies increase.

FOREIGN CURRENCY STRATEGIES -- SPECIAL CONSIDERATIONS
A  Fund may  use options on  foreign currencies, Futures  on foreign currencies,
options on Futures on foreign currencies and Forward Contracts to hedge  against
movements in the values of the foreign currencies in which the Fund's securities
are  denominated. Such currency hedges can  protect against price movements in a
security that a Fund owns or intends to acquire that are attributable to changes
in the value of  the currency in  which it is denominated.  Such hedges do  not,
however, protect against price movements in the securities that are attributable
to other causes.

   
A Fund might seek to hedge against changes in the value of a particular currency
when  no Futures Contract, Forward Contract or option involving that currency is
available or  one  of  such  contracts is  more  expensive  than  certain  other
contracts.  In such cases,  the Fund may  hedge against price  movements in that
currency  by  entering  into  a  contract  on  another  currency  or  basket  or
currencies,  the  values of  which  LGT Asset  Management  believes will  have a
positive correlation to the  value of the currency  being hedged. The risk  that
movements  in  the  price of  the  contract  will not  correlate  perfectly with
movements in  the price  of the  currency being  hedged is  magnified when  this
strategy is used.
    

The  value of Futures Contracts, options on Futures Contracts, Forward Contracts
and options  on  foreign currencies  depends  on  the value  of  the  underlying
currency  relative  to the  U.S. dollar.  Because foreign  currency transactions
occurring in the  interbank market  might involve  substantially larger  amounts
than  those  involved in  the  use of  Futures  Contracts, Forward  Contracts or
options, a  Fund  could  be disadvantaged  by  dealing  in the  odd  lot  market
(generally  consisting  of  transactions  of  less  than  $1  million)  for  the
underlying foreign currencies at prices that  are less favorable than for  round
lots.

There is no systematic reporting of last sale information for foreign currencies
or  any  regulatory requirements  that quotations  available through  dealers or
other market sources be firm or revised on a timely basis. Quotation information
generally is representative of very  large transactions in the interbank  market
and  thus  might not  reflect  odd-lot transactions  where  rates might  be less
favorable.  The   interbank  market   in  foreign   currencies  is   a   global,
round-the-clock  market. To the  extent the U.S. options  or Futures markets are
closed while the markets for the underlying currencies remain open,  significant
price  and rate movements might take place in the underlying markets that cannot
be reflected in  the markets  for the Futures  contracts or  options until  they
reopen.

Settlement of Futures Contracts, Forward Contracts and options involving foreign
currencies  might  be required  to  take place  within  the country  issuing the
underlying currency. Thus, a Fund might  be required to accept or make  delivery
of  the  underlying foreign  currency  in accordance  with  any U.S.  or foreign
regulations regarding the  maintenance of foreign  banking arrangements by  U.S.
residents  and might be required  to pay any fees,  taxes and charges associated
with such delivery assessed in the issuing country.

COVER
   
Transactions using Forward Contracts, Futures Contracts and options (other  than
options  that a Fund has purchased) expose  the Fund to an obligation to another
party. A Fund will not  enter into any such  transactions unless it owns  either
(1)  an  offsetting ("covered")  position  in securities,  currencies,  or other
options, Forward Contracts or  Futures Contracts, or  (2) cash, receivables  and
short-term  debt securities with  a value sufficient at  all times its potential
obligations not covered as provided in (1) above. Each Fund 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.
    

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

                  Statement of Additional Information Page 13
<PAGE>
                             GT GLOBAL GROWTH FUNDS

                                  RISK FACTORS

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

    POLITICAL, SOCIAL AND  ECONOMIC RISKS. Investing  in securities of  non-U.S.
companies may entail additional risks due to the potential political, social and
economic  instability  of  certain  countries and  the  risks  of expropriation,
nationalization, confiscation  or  the  imposition of  restrictions  on  foreign
investment,  convertibility of currencies into  U.S. dollars and on repatriation
of capital  invested. In  the event  of such  expropriation, nationalization  or
other  confiscation by any country,  a Fund could lose  its entire investment in
any such country.

   
    RELIGIOUS, POLITICAL AND  ETHNIC INSTABILITY. Certain  countries in which  a
Fund may invest may have groups that advocate radical religious or revolutionary
philosophies or support ethnic independence. Any disturbance on the part of such
individuals could carry the potential for widespread destruction or confiscation
of  property owned by individuals and entities foreign to such country and could
cause the loss of the Fund's investment in those countries. Instability may also
result from,  among  other things:  (i)  authoritarian governments  or  military
involvement  in  political and  economic  decision-making, including  changes in
government through extra-constitutional  means; (ii)  popular unrest  associated
with  demands for improved political, economic  and social conditions; and (iii)
hostile relations with  neighboring or other  countries. Such political,  social
and  economic instability could disrupt the principal financial markets in which
a Fund invests and adversely affect the value of the Fund's assets.
    

    ILLIQUID SECURITIES.  A Fund  may invest  up to  15% of  its net  assets  in
illiquid  securities. Securities  may be  considered illiquid  if a  Fund cannot
reasonably expect within seven days to sell the securities for approximately the
amount at which the Fund  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.

   
Illiquid  securities include those that are subject to restrictions contained in
the securities  laws of  other countries.  However, securities  that are  freely
marketable  in the country where  they are principally traded,  but would not be
freely marketable in the United States,  will not be considered illiquid.  Where
registration  is required,  a Fund may  be obligated to  pay all or  part of the
registration expenses and a considerable period  may elapse between the time  of
the  decision to sell and the time the  Fund may be permitted to sell a security
under an effective  registration statement.  If, during such  a period,  adverse
market  conditions were to develop, the Fund might obtain a less favorable price
than prevailed when it decided to sell.
    

   
Not  all  restricted  securities   are  illiquid.  In   recent  years  a   large
institutional   market  has  developed  for  certain  securities  that  are  not
registered under the Securities Act of 1933, as amended ("1933 Act"),  including
private  placements, repurchase agreements, commercial paper, foreign securities
and corporate bonds and notes. These instruments are often restricted securities
because the  securities are  sold in  transactions not  requiring  registration.
Institutional investors generally will not seek to sell these instruments to the
general   public,  but  instead  will  often   depend  either  on  an  efficient
institutional market in which such unregistered securities can be readily resold
or on an issuer's ability to honor  a demand for repayment. Therefore, the  fact
that there are contractual or legal restrictions on resale to the general public
or certain institutions is not dispositive of the liquidity of such investments.
    

   
Rule  144A under the 1933 Act establishes  a "safe harbor" from the registration
requirements of the  1933 Act  for resales  of certain  securities to  qualified
institutional  buyers.  Institutional  markets  for  restricted  securities have
developed as a result of Rule 144A, providing both readily ascertainable  values
for  restricted securities and the ability to liquidate an investment to satisfy
share redemption orders. Such markets include automated systems for the trading,
clearance and  settlement of  unregistered securities  of domestic  and  foreign
issuers,  such as  the PORTAL  System sponsored  by the  National Association of
Securities Dealers,  Inc.  An  insufficient number  of  qualified  institutional
buyers interested in purchasing Rule 144A-eligible restricted securities held by
a  Fund, however,  could affect  adversely the  marketability of  such portfolio
securities and the Fund might be  unable to dispose of such securities  promptly
or at favorable prices.
    

                  Statement of Additional Information Page 14
<PAGE>
                             GT GLOBAL GROWTH FUNDS

   
With  respect  to liquidity  determinations  generally, the  Company'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 1933  Act, are liquid  or
illiquid.  The Board of Trustees has delegated the function of making day-to-day
determinations  of  liquidity  to  LGT  Asset  Management  in  accordance   with
procedures  approved by  the Company's Board  of Trustees.  LGT Asset Management
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.) LGT Asset  Management monitors  the
liquidity  of securities in each Fund's  portfolio and periodically reports such
determinations to the  Company's Board of  Trustees. Moreover, as  noted in  the
Prospectus,   certain  securities,   such  as  those   subject  to  repatriation
restrictions of more than seven days, will generally be treated as illiquid.
    

    FOREIGN  INVESTMENT  RESTRICTIONS.  Certain  countries  prohibit  or  impose
substantial  restrictions on investments in  their capital markets, particularly
their equity markets, by foreign entities such as a Fund. These restrictions  or
controls may at times limit or preclude investment in certain securities and may
increase  the  cost and  expenses of  the Fund.  For example,  certain countries
require prior governmental approval before investments by foreign persons may be
made, or may limit the amount of  investment by foreign persons in a  particular
company,  or limit the investment by foreign persons to only a specific class of
securities of a company that may have less advantageous terms than securities of
the company available for purchase by nationals. Moreover, the national policies
of certain  countries  may  restrict  investment  opportunities  in  issuers  or
industries  deemed sensitive to national  interests. In addition, some countries
require governmental approval for the repatriation of investment income, capital
or the proceeds of securities sales by foreign investors. In addition, if  there
is  a deterioration in a  country's balance of payments  or for other reasons, a
country may impose restrictions  on foreign capital  remittances abroad. A  Fund
could  be adversely affected by  delays in, or a  refusal to grant, any required
governmental approval for repatriation, as well  as by the application to it  of
other restrictions on investments.

   
    NON-UNIFORM CORPORATE DISCLOSURE STANDARDS AND GOVERNMENTAL
REGULATION.  Foreign companies are subject to accounting, auditing and financial
standards and requirements that differ, in some cases significantly, from  those
applicable  to  U.S.  companies.  In particular,  the  assets,  liabilities, and
profits appearing on the financial statements of such a company may not  reflect
its  financial  position or  results  of operations  in  the way  they  would be
reflected had such financial  statements been prepared  in accordance with  U.S.
generally  accepted accounting principles. Most of the securities held by a Fund
(other than the America Fund) will not be registered with the SEC or  regulators
of  any foreign country,  nor will the  issuers thereof be  subject to the SEC's
reporting  requirements.  Thus,  there   will  be  less  available   information
concerning  most foreign issuers of securities held  by a Fund than is available
concerning U.S.  issuers. In  instances  where the  financial statements  of  an
issuer  are  not deemed  to reflect  accurately the  financial situation  of the
issuer, LGT  Asset  Management  will  take appropriate  steps  to  evaluate  the
proposed  investment,  which  may  include  on-site  inspection  of  the issuer,
interviews with its management and  consultations with accountants, bankers  and
other  specialists. There  is substantially less  publicly available information
about foreign companies than there are reports and ratings published about  U.S.
companies  and the  U.S. government.  In addition,  where public  information is
available, it may be less reliable than such information regarding U.S. issuers.
Issuers of securities in foreign jurisdictions are generally not subject to  the
same  degree of regulation as  are U.S. issuers with  respect to such matters as
restrictions on market  manipulation, insider trading  rules, shareholder  proxy
requirements and timely disclosure of information.
    

    CURRENCY FLUCTUATIONS. Because each Fund, other than the America Fund, under
normal  circumstances will invest  a substantial portion of  its total assets in
the securities of foreign issuers  which are denominated in foreign  currencies,
the strength or weakness of the U.S. dollar against such foreign currencies will
account  for a significant part of  the Fund's investment performance. A decline
in the value of  any particular currency  against the U.S.  dollar will cause  a
decline  in the U.S.  dollar value of  a Fund's holdings  of securities and cash
denominated in such currency  and, therefore, will cause  an overall decline  in
the  Fund's net  asset value  and any  net investment  income and  capital gains
derived from such securities to be  distributed in U.S. dollars to  shareholders
of  the Fund. Moreover, if  the value of the foreign  currencies in which a Fund
receives its income declines relative to the U.S. dollar between the receipt  of
the  income and the  making of Fund  distributions, the Fund  may be required to
liquidate securities in order to make distributions if the Fund has insufficient
cash in U.S. dollars to meet distribution requirements.

The rate of exchange between the U.S. dollar and other currencies is  determined
by  several factors, including the supply  and demand for particular currencies,
central bank efforts to support particular currencies, the relative movement  of
interest  rates and  pace of  business activity in  the other  countries and the
United States, and other economic  and financial conditions affecting the  world
economy.

                  Statement of Additional Information Page 15
<PAGE>
                             GT GLOBAL GROWTH FUNDS

Although  each Fund values its assets daily  in terms of U.S. dollars, the Funds
do not intend to convert their holdings of foreign currencies into U.S.  dollars
on  a daily basis. Each Fund will do so, from time to time, and investors should
be aware of the costs of currency conversion. Although foreign exchange  dealers
do  not charge  a fee  for conversion,  they do  realize a  profit based  on the
difference ("spread") between  the prices  at which  they buy  and sell  various
currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one
rate, while offering a lesser rate of exchange should a Fund desire to sell that
currency to the dealer.

   
    ADVERSE  MARKET CHARACTERISTICS. Securities  of many foreign  issuers may be
less liquid and their  prices more volatile than  securities of comparable  U.S.
issuers.  In  addition, foreign  securities  markets and  brokers  generally are
subject to  less governmental  supervision  and regulation  than in  the  United
States,  and  foreign securities  exchange transactions  usually are  subject to
fixed commissions, which  generally are  higher than  negotiated commissions  on
U.S.  transactions. In addition, foreign securities exchange transactions may be
subject to difficulties  associated with  the settlement  of such  transactions.
Delays in settlement could result in temporary periods when assets of a Fund are
uninvested  and no  return is earned  thereon. The  inability of a  Fund to make
intended security purchases due to settlement  problems could cause the Fund  to
miss  attractive investment opportunities.  Inability to dispose  of a portfolio
security due to settlement problems either could result in losses to a Fund  due
to  subsequent declines  in value of  the portfolio  security or, if  a Fund has
entered into a contract to sell the security, could result in possible liability
to the  purchaser. LGT  Asset Management  will consider  such difficulties  when
determining  the allocation of each Fund's assets, although LGT Asset Management
does not believe that such difficulties  will have a material adverse effect  on
the Funds' portfolio trading activities.
    

   
The  Funds may use  foreign custodians, which  may involve risks  in addition to
those related to the  use of U.S. custodians.  Such risks include  uncertainties
relating  to: (i) determining and  monitoring the financial strength, reputation
and standing of the foreign  custodian; (ii) maintaining appropriate  safeguards
to  protect the Funds'  investments and (iii)  obtaining and enforcing judgments
against such custodians.
    

    WITHHOLDING TAXES. A Fund's net  investment income from foreign issuers  may
be  subject  to  non-U.S. withholding  taxes  by the  foreign  issuer's country,
thereby reducing the  Fund's net investment  income or delaying  the receipt  of
income where those taxes may be recaptured. See "Taxes."

   
    SPECIAL  CONSIDERATIONS AFFECTING EUROPE. The  countries that are members of
the European  Economic Community  ("Common Market")  (Belgium, Denmark,  France,
Germany,  Greece, Ireland,  Italy, Luxembourg, Netherlands,  Portugal, Spain and
the United  Kingdom) eliminated  certain import  tariffs and  quotas, and  other
trade  barriers with  respect to  one another over  the past  several years. LGT
Asset Management believes  that this deregulation  should improve the  prospects
for  economic  growth  in  many  European  countries.  Among  other  things, the
deregulation could enable companies domiciled in one country to avail themselves
of lower labor costs existing in other countries. In addition, this deregulation
could benefit companies domiciled in  one country by opening additional  markets
for their goods and services in other countries. Since, however, it is not clear
what the exact form or effect of these Common Market reforms will be on business
in  Western Europe or the emerging European markets, it is impossible to predict
the long-term impact of the implementation  of these programs on the  securities
owned by the Fund.
    

    SPECIAL   CONSIDERATIONS  AFFECTING  JAPAN  AND  HONG  KONG.  Investment  in
securities  of  issuers  domiciled  in  Japan  and  Hong  Kong  entails  special
considerations.  Overseas trade is  important to Japan's  economy. Japan has few
natural resources  and  must  export to  pay  for  its imports  of  these  basic
requirements. Because of the concentration of Japanese exports in highly visible
products,   Japan  has  had  difficult  relations  with  its  trading  partners,
particularly the U.S., where the trade imbalance is the greatest. It is possible
that  trade  sanctions  or  other  protectionist  measures  could  impact  Japan
adversely  in both the short and the  long term. The Japanese securities markets
are less regulated than  those in the United  States. Evidence has emerged  from
time  to  time  of distortion  of  market  prices to  serve  political  or other
purposes. Shareholders' rights are not always equally enforced.

Hong Kong is  a British colony  which will transfer  sovereignty to the  Peoples
Republic  of China  in 1997.  China has  espoused policies  antagonistic to free
enterprise capitalism and  democracy. There  can be no  guarantee that  property
rights  will  continue  to be  safeguarded  in  Hong Kong  after  1997, although
recently, China  has moved  toward free  enterprise, and  has established  stock
exchanges of its own.

    SPECIAL   CONSIDERATIONS  AFFECTING  EMERGING   MARKETS.  Investing  in  the
securities of issuers domiciled  in emerging markets,  including the markets  of
Latin  America and certain Asian markets such as Taiwan, Malaysia and Indonesia,
may entail  special  risks relating  to  the potential  political  and  economic
instability and the risks of expropriation, nationalization, confiscation or the
imposition  of restrictions on foreign  investment, convertibility of currencies
into U.S. dollars and on

                  Statement of Additional Information Page 16
<PAGE>
                             GT GLOBAL GROWTH FUNDS
repatriation  of  capital  invested.  In   the  event  of  such   expropriation,
nationalization  or other  confiscation by  any country,  a Fund  could lose its
entire investment in any such country.

Emerging securities  markets are  substantially  smaller, less  developed,  less
liquid  and more volatile than the major securities markets. The limited size of
emerging securities markets and  limited trading volume  in issuers compared  to
the  volume of trading in  U.S. securities could cause  prices to be erratic for
reasons apart  from factors  that  affect the  quality  of the  securities.  For
example, limited market size may cause prices to be unduly influenced by traders
who  control  large  positions. Adverse  publicity  and  investors' perceptions,
whether or  not  based on  fundamental  analysis,  may decrease  the  value  and
liquidity  of  portfolio securities  in these  markets. In  addition, securities
traded in  certain  emerging  markets  may  be  subject  to  risks  due  to  the
inexperience  of financial intermediaries, a lack of modern technology, the lack
of a sufficient capital base to expand business operations, and the  possibility
of permanent or temporary termination of trading.

Settlement  mechanisms in emerging securities markets  may be less efficient and
less reliable  than  in more  developed  markets. In  such  emerging  securities
markets there may be share registration and delivery delays or failures.

Most  Latin American countries have experienced substantial, and in some periods
extremely  high,  rates  of  inflation  for  many  years.  Inflation  and  rapid
fluctuations in inflation rates and corresponding currency devaluations have had
and  may  continue to  have  negative effects  on  the economies  and securities
markets of certain Latin American countries.

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

                             INVESTMENT LIMITATIONS

- --------------------------------------------------------------------------------
   
Each Fund  has  adopted  the following  fundamental  investment  limitations  as
fundamental  policies which (unless otherwise noted)  may not be changed without
approval by the affirmative vote of the lesser of (i) 67% of that Fund's  shares
represented  at a meeting at  which more than 50%  of the outstanding shares are
represented, or (ii)  more than 50%  of the Fund's  outstanding shares. No  Fund
may:
    

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

        (2) Purchase or  sell real estate;  provided that a  Fund 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  Fund may invest in the securities
    of companies that engage in these activities;

        (4) Purchase or sell commodities or commodity contracts, except that the
    Fund may  purchase and  sell financial  and currency  futures contracts  and
    options  thereon,  and may  purchase  and sell  currency  forward contracts,
    options on foreign currencies and may otherwise engage in other transactions
    in foreign currencies;

        (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 will not be deemed to be a pledge of a Fund's assets;

        (6) Borrow  money  in excess  of  33 1/3%  of  the Fund'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 forward currency 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
    Fund  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,  options thereon or forward currency
    contracts. The Funds may make deposits of margin in connection with  futures
    and forward 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
    LGT Asset Management to save brokerage costs or average prices among them is
    not deemed to result in a securities trading account);
    

                  Statement of Additional Information Page 17
<PAGE>
                             GT GLOBAL GROWTH FUNDS

        (9)  Make loans, except  that the Fund 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  Fund's
    knowledge,  one or more  of the Trustees  or officers of  the Company or LGT
    Asset Management 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;
    

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

       (12)  Invest more  than 25% of  the value  of the Fund'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.

   
For  purposes of  the concentration policy  contained in  limitation (12) above,
each Fund intends to comply with  the SEC staff position that securities  issued
or  guaranteed as to principal and interest  by any single foreign government or
any supranational organization are considered to be securities of issuers in the
same industry.
    

The following investment restrictions of each Fund are not fundamental  policies
and  may  be  changed  by  vote  of  the  Company's  Board  of  Trustees without
shareholder approval. Each Fund 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  Fund
    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  Fund's total
    assets; or

        (4) Enter into a futures contract,  an option on a futures contract,  or
    an  option on foreign currency traded  on a CFTC-regulated exchange, 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 Fund's  portfolio, after  taking into
    account unrealized profits and unrealized  losses on any contracts the  Fund
    has entered into.

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

A  Fund will not knowingly exercise  rights or otherwise acquire securities when
to do so would jeopardize the Fund'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  Fund's  investment  policies  or
restrictions.   A  Fund   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 Fund's investment policies
and  restrictions.  The original  cost  of the  securities  so acquired  will be
included in  any  subsequent  determination  of a  Fund'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 shareholders, and other investment policies, techniques and limitations which
may be changed without shareholder approval.

                  Statement of Additional Information Page 18
<PAGE>
                             GT GLOBAL GROWTH FUNDS

                             EXECUTION OF PORTFOLIO
                                  TRANSACTIONS

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

   
Subject to policies established  by the Company's Board  of Trustees, LGT  Asset
Management is responsible for the execution of the Funds' portfolio transactions
and  the selection of brokers/dealers who execute such transactions on behalf of
the Funds. In executing portfolio  transactions, LGT Asset Management seeks  the
best  net results for each  Fund, 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 LGT Asset Management 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 Funds may engage in soft dollar
arrangements for  research  services, as  described  below, the  Funds  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 Funds,  LGT Asset  Management may  select
brokers  to  execute  the Funds'  portfolio  transactions  on the  basis  of the
research services they provide to LGT  Asset Management for its use in  managing
the  Funds and its other advisory accounts. Such services may include furnishing
analysis, 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  LGT Asset  Management 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  LGT Asset  Management determines  in good
faith that such  commission is  reasonable in  terms either  of that  particular
transaction  or the overall responsibility of  LGT Asset Management to the Funds
and its other clients and that the  total commissions paid by each Fund will  be
reasonable in relation to the benefits received by the Funds over the long term.
Research   services  may  also  be  received   from  dealers  who  execute  Fund
transactions in over-the-counter markets.
    

   
LGT Asset Management 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 Fund toward payment of the Fund's expenses, such
as transfer agent and custodian fees.
    

   
Investment decisions for each Fund and for other investment accounts managed  by
LGT  Asset Management 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  Funds. 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 Fund is concerned, in other cases LGT Asset
Management  believes that coordination and the  ability to participate in volume
transactions will be beneficial to the Funds.
    

   
Under a policy adopted by  the Company's Board of  Trustees, and subject to  the
policy  of obtaining the best  net results, LGT Asset  Management may consider a
broker/dealer's sale of the shares  of the Funds and  the other funds for  which
LGT  Asset  Management  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  Fund contemplates purchasing most foreign equity securities in OTC markets
or stock exchanges located  in the countries in  which the respective  principal
offices  of the issuers  of the various  securities are located,  if that is the
best available market. The fixed commissions  paid in connection with most  such
foreign  stock transactions generally are  higher than negotiated commissions on
United States transactions. There generally  is less government supervision  and
regulation  of foreign  stock exchanges and  brokers than in  the United States.
Foreign security settlements  may in  some instances  be subject  to delays  and
related administrative uncertainties.

Foreign equity securities may be held by a Fund in the form of ADRs, ADSs, EDRs,
CDRs  or securities convertible into foreign equity securities. ADRs, ADSs, EDRs
and CDRs may  be listed  on stock  exchanges, or traded  in the  OTC markets  in

                  Statement of Additional Information Page 19
<PAGE>
                             GT GLOBAL GROWTH FUNDS
the  United States or  Europe, as the  case may be.  ADRs, like other securities
traded in the United States, will be subject to negotiated commission rates. The
foreign and domestic debt securities and  money market instruments in which  the
Funds may invest are generally traded in the OTC markets.

   
The Fund contemplates that, consistent with the policy of obtaining the best net
results,  brokerage transactions may be conducted through certain companies that
are members of Liechtenstein Global Trust.  The Company's Board of Trustees  has
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.  For the  fiscal year  ended December  31, 1994 and
1995, the Europe Fund paid to  LGT Bank in Liechtenstein (Deustchland) GmbH  and
LGT  Bank in  Liechtenstein AG aggregate  brokerage commissions  of $        and
$         ,  respectively, for  transactions involving  purchases and  sales  of
portfolio  securities which represented      %  and      %, respectively, of the
total brokerage commissions  paid by the  Europe Fund, and       %  and       %,
respectively,  of the aggregate dollar  amount of transactions involving payment
of commissions by the Europe Fund.
    

Aggregate brokerage commissions paid  by the Funds for  their three most  recent
fiscal years were:

   
<TABLE>
<CAPTION>
FUND                                                                            1995           1994           1993
- --------------------------------------------------------------------------  -------------  -------------  -------------
<S>                                                                         <C>            <C>            <C>
America
 Fund.....................................................................  $                  1,082,311        185,402
Europe
  Fund....................................................................  $                  2,185,831      1,935,775
International
  Fund....................................................................  $                  1,090,763      2,163,843
Japan
  Fund....................................................................  $                    838,666        133,436
Pacific
  Fund....................................................................  $                  2,746,761      3,832,898
Worldwide
  Fund....................................................................  $                    954,962        711,034
</TABLE>
    

PORTFOLIO TRADING AND TURNOVER
   
Although  the Funds generally do not intend to trade for short-term profits, the
securities in a  Fund's portfolio  will be  sold whenever  LGT Asset  Management
believes  it is  appropriate to do  so, without regard  to the length  of time a
particular security may have been held. The portfolio turnover rate will not  be
a  limiting  factor when  management  deems portfolio  changes  appropriate. The
portfolio turnover rates for the fiscal  years ended December 31, 1995 and  1994
were as follows:
    

   
<TABLE>
<CAPTION>
                                                                                           1995        1994
                                                                                        ----------  ----------
<S>                                                                                     <C>         <C>
America Fund..........................................................................                 102.0 %
Europe Fund...........................................................................                  91.0
International Fund....................................................................                  96.0
Japan Fund............................................................................                  49.0
Pacific Fund..........................................................................                  87.0
Worldwide Fund........................................................................                  86.0
</TABLE>
    

                  Statement of Additional Information Page 20
<PAGE>
                             GT GLOBAL GROWTH FUNDS

                        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*, 43                    Director of Liechtenstein Global Trust (holding company of the various international LGT
Trustee, Chairman of the Board and       companies) since 1990; President of the Asset Management Division, Liechtenstein Global
President                                Trust since 1995; Director and President of LGT Asset Management Holdings, Inc. ("LGT
50 California Street                     Asset Management Holdings") since 1988; Director and President of LGT Asset Management
San Francisco, CA 94111                  since 1989; Director of GT Global since 1987 and President of GT Global from 1987 to 1995;
                                         Director of GT Services since 1990; President of GT Services from 1990 to 1995; Director
                                         of G.T. Global Insurance Agency, Inc. ("G.T. Insurance") since 1992, and President of G.T.
                                         Insurance from 1992 to 1995. Mr. Minella also is a director or trustee of each of the
                                         other investment companies registered under the 1940 Act that is managed or administered
                                         by LGT Asset Management.

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

Frank S. Bayley, 55                      A Partner with Baker & McKenzie (a law firm): Director and Chairman of C.D. Stimson
Trustee                                  Company (a private investment company); and Trustee, Seattle Art Museum. Mr. Bayley also
Two Embarcadero Center                   is a director or trustee of each of the other investment companies registered under the
San Francisco, CA 94111                  1940 Act that is managed or administered by LGT Asset Management.

Arthur C. Patterson, 51                  Managing Partner of Accel Partners (a venture capital firm). He also serves as a director
Trustee                                  of various computing and software companies. Mr. Patterson also is a director or trustee
One Embarcadero Center                   of each of the other investment companies registered under the 1940 Act that is managed or
Suite 3820                               administered by LGT Asset Management.
San Francisco, CA 94111

Ruth H. Quigley, 60                      Private investor. From 1984 to 1986, Miss 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 LGT Asset Management.

F. Christian Wignall, 39                 Senior Vice President, Chief Investment Officer - Global Equities and a Director of LGT
Vice President and Chief Investment      Asset Management since 1987, and Chairman of the Investment Policy Committee of the
Officer -                                affiliated international LGT companies since 1990.
Global Equities
50 California Street
San Francisco, CA 94111
</TABLE>
    

                  Statement of Additional Information Page 21
<PAGE>
                             GT GLOBAL GROWTH FUNDS
   
<TABLE>
<CAPTION>
Name, Position(s) with the               Principal Occupations and Business
Company and Address                      Experience for Past 5 Years
- ---------------------------------------  ------------------------------------------------------------------------------------------
<S>                                      <C>
James R. Tufts, 37                       President of GT Services since 1995; from 1994 to 1995 Senior Vice President - Finance and
Vice President and                       Administration of LGT Asset Management Holdings, LGT Asset Management, GT Global, GT
Chief Financial Officer                  Services and G.T. Insurance. From 1990 to 1994, Mr. Tufts was Vice President - Finance of
50 California Street                     LGT Asset Management Holdings, LGT Asset Management, GT Global and GT Services. He was
San Francisco, CA 94111                  Vice President - Finance of G.T. Insurance from 1992 to 1994; and a Director of LGT Asset
                                         Management, GT Global and GT Services since 1991.
Kenneth W. Chancey, 50                   Vice President - Mutual Fund Accounting of LGT Asset Management since 1992. Mr. Chancey
Vice President and Principal             was Vice President of Putnam Fiduciary Trust Company from 1989 to 1992.
Accounting Officer
50 California Street
San Francisco, CA 94111
Helge K. Lee, 49                         Senior Vice President, General Counsel and Secretary of LGT Asset Management Holdings, LGT
Vice President and Secretary             Asset Management, GT Global, GT Services and G.T. Insurance since May, 1994. Mr. Lee was
50 California Street                     the Senior Vice President, General Counsel and Secretary of Strong/Corneliuson Management,
San Francisco, CA 94111                  Inc. and Secretary of each of the Strong Funds 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                     Secretary of LGT Asset Management Holdings, LGT Asset Management, GT Global, GT Services
Assistant Secretary                      and G.T. Insurance since February 1996. Mr. Guarino has been Assistant General Counsel of
50 California Street                     LGT Asset Management Holdings, LGT Asset Management, GT Global and GT Services since 1991,
San Francisco, CA 94111                  and Assistant General Counsel of G.T. Insurance since 1992. From 1989 to 1991, Mr. Guarino
                                         was an attorney at The Dreyfus Corporation.
David J. Thelander, 40                   Vice President of LGT Asset Management Holdings, LGT Asset Management, GT Global, GT
Assistant Secretary                      Services and G.T. Insurance since February 1996. Has been an Assistant General Counsel of
50 California Street                     LGT Asset Management since January 1995. Mr. Thelander was an associate at the law firm of
San Francisco, CA 94111                  Kirkpatrick & Lockhart LLP from 1993 to 1994. Prior thereto, he was an attorney with the
                                         U.S. Securities and Exchange Commission.
</TABLE>
    

- ------------------
   
*    Mr. Minella is an "interested person" of the Company as defined by the 1940
     Act due to his affiliation with the Liechtenstein Global Trust companies.
    

   
The  Board of Trustees has  a Nominating and Audit  Committee, comprised of Miss
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  LGT  Asset  Management. Each
Trustee and Officer serves in  total as a Director  and or Trustee and  Officer,
respectively,  of 10 registered  investment companies with  40 series managed or
administered by LGT Asset Management. The Company pays each Trustee who is not a
director, officer or employee of LGT Asset Management 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,  1995,  the  Company paid  Mr.  Anderson,  Mr.  Bayley, Mr.
Patterson and Ms. Quigley Trustee's fees and expense reimbursements of $       ,
$      , $      and $      , respectively. For the year ended December 31, 1995,
Mr.  Anderson, Mr. Bayley, Mr. Patterson and Ms. Quigley, who are not directors,
officers or  employees  of  LGT  Asset Management  or  any  affiliated  company,
received total compensation of $         , $         , $         and $         ,
respectively, from the investment companies managed or administered by LGT Asset
Management  for  which he  or  she serves  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
    

                  Statement of Additional Information Page 22
<PAGE>
                             GT GLOBAL GROWTH FUNDS
   
shares  of any Fund  or of all  the Company's Funds,  except in Worldwide Growth
Fund, in  the  aggregate.  As  of  the date  of  this  Statement  of  Additional
Information,  the officers and Directors and their  families as a group owned in
the aggregate beneficially  or of record      % of the  shares of the  Worldwide
Growth Fund.
    

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

                                   MANAGEMENT

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

INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES
   
LGT  Asset Management serves as each Fund's investment manager and administrator
under  an  Investment  Management   and  Administration  Contract   ("Management
Contract")  between the Company and LGT  Asset Management. As investment manager
and administrator, LGT Asset Management makes all investment decisions for  each
Fund  and  administers  each  Fund's  affairs.  Among  other  things,  LGT Asset
Management furnishes the services and pays the compensation and travel  expenses
of  persons who perform the  executive, administrative, clerical and bookkeeping
functions of the Company and the Funds, and provides suitable office space,  and
necessary  small office equipment and utilities. The America Fund pays LGT Asset
Management investment  management and  administration fees,  computed daily  and
paid  monthly, based on its average daily  net assets, 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 amounts  thereafter. Each of the other Funds pay
LGT Asset  Management investment  management and  administration fees,  computed
daily and paid monthly, based on its average daily net assets, at the annualized
rate of .975% on the first $500 million, .95% on the next $500 million, .925% on
the  next $500 million, and  .90% on amounts thereafter.  Prior to July 1, 1993,
each  Fund  other  than  the   America  Fund  paid  investment  management   and
administration  fees to LGT Asset Management at  the annualized rate of 1.00% of
each  Fund's  average  daily  net  assets.  The  America  Fund  paid  investment
management  and administration  fees to LGT  Asset Management  at the annualized
rate of 0.75% of the Fund's average daily net assets.
    

   
The Management  Contract  may be  renewed  for additional  one-year  terms  with
respect  to  each Fund,  provided that  any such  renewal has  been specifically
approved at least annually by:  (i) the Company's Board  of Trustees, or by  the
vote  of a majority of  the Fund'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.  With respect  to any  Fund either  the Company  or LGT Asset
Management may terminate the Management Contract without penalty upon sixty (60)
days' written  notice to  the other  party. The  Management Contract  terminates
automatically in the event of its assignment (as defined in the 1940 Act).
    

   
Under the Management Contract, LGT Asset Management has agreed to reimburse each
Fund  if that Fund's  annual ordinary expenses exceed  the most stringent limits
prescribed by  any  state in  which  the 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,  LGT  Asset  Management  and  GT  Global
voluntarily have undertaken to limit the expenses of each Fund, other than those
of the America  Fund (exclusive  of brokerage commissions,  taxes, interest  and
extraordinary  expenses) to the maximum  annual level of 2.25%  and 2.90% of the
average  daily  net  assets  of  each  Fund's  Class  A  and  Class  B   shares,
respectively.  Similarly, LGT Asset Management and  GT Global have undertaken to
limit the America  Fund's expenses (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 the Fund's Class A and Class B  shares,
respectively.
    

   
The  amounts of investment management and  administration fees paid by each Fund
to LGT Asset Management during the Funds' three most recent fiscal years were as
follows:
    

   
<TABLE>
<CAPTION>
                              FUND                                     1995           1994           1993
- -----------------------------------------------------------------  -------------  -------------  -------------
<S>                                                                <C>            <C>            <C>
America Fund.....................................................   $                1,283,893      1,058,534
Europe Fund......................................................   $                8,319,087      7,839,132
International Fund...............................................   $                5,368,669      4,488,221
Japan Fund.......................................................   $                1,345,064      1,058,002
Pacific Fund.....................................................   $                5,563,245      3,820,147
Worldwide Fund...................................................   $                3,355,681      1,665,771
</TABLE>
    

                  Statement of Additional Information Page 23
<PAGE>
                             GT GLOBAL GROWTH FUNDS

DISTRIBUTION SERVICES
   
Each Fund's Class  A and  Class B shares  are offered  continuously through  the
Funds'  principal underwriter  and distributor, GT  Global, on  a "best efforts"
basis pursuant to  separate Distribution  Contracts between the  Company and  GT
Global.
    

   
As  described in the  Prospectus, the Company  has adopted separate Distribution
Plans with respect to Class A and Class B 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 GT Global is reimbursed under the Class A Plan
will have been incurred within one year of such reimbursement.
    

   
The  following table discloses payments made by the Funds under the Class A Plan
and the Class B Plan for the Funds' fiscal year ended December 31, 1995.
    

   
<TABLE>
<CAPTION>
                                        FUND                                             CLASS A        CLASS B
- ------------------------------------------------------------------------------------  -------------  -------------
<S>                                                                                   <C>            <C>
America Fund........................................................................  $              $
Europe Fund.........................................................................
International Fund..................................................................
Japan Fund..........................................................................
Pacific Fund........................................................................
Worldwide Fund......................................................................
</TABLE>
    

   
In approving the  continuation of the  Plans, the Trustees  determined that  the
continuation  of the Class A and Class B  Plans was in the best interests of the
shareholders. Agreements related to the Plans  also must be approved by vote  of
the  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 described above. Each Fund's plan of distribution pursuant to Rule 12b-1
in  effect  prior  to  the  issuance  of  two  classes  of  shares,  which   was
substantially  similar  to  the  current  Class  A  Plan,  was  approved  by the
shareholders of the International, Pacific and  Japan Funds on May 27, 1987,  by
shareholders  of the Worldwide  and America Funds  on September 14,  1987 and by
shareholders of the  Europe Fund on  September 21,  1987. The Class  B Plan  was
approved  by LGT  Asset Management  as initial sole  shareholder of  the Class B
shares of each Fund on March 31, 1993.
    

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.

                  Statement of Additional Information Page 24
<PAGE>
                             GT GLOBAL GROWTH FUNDS

   
As discussed in  the Prospectus, GT  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 Class A shares
of the Funds. The sales structure for  the period January 1, 1993 through  March
31,  1993 was  a sales  structure substantially similar  to the  current Class A
structure. The following table  reviews the extent of  such activity during  the
Funds' last three fiscal years:
    

   
<TABLE>
<CAPTION>
                                                                  SALES CHARGES      AMOUNTS         AMOUNTS
                                                                    COLLECTED        RETAINED       REALLOWED
                                                                  --------------  --------------  --------------
<S>                                                               <C>             <C>             <C>
America
  Fund......................................................1995  $               $               $
                                                            1994       1,213,567          80,807       1,132,760
                                                            1993         591,000          85,000         506,000
  Europe
  Fund......................................................1995  $               $               $
                                                            1994       2,448,091         137,252       2,310,839
                                                            1993       1,809,000         202,000       1,607,000
International
  Fund......................................................1995  $               $               $
                                                            1994       1,230,657         106,490       1,124,167
                                                            1993       1,311,000          34,000       1,277,000
Japan
  Fund......................................................1995  $               $               $
                                                            1994         945,666          23,730         921,936
                                                            1993         554,000          75,000         478,000
Pacific
  Fund......................................................1995  $               $               $
                                                            1994       3,088,807         260,474       2,828,333
                                                            1993       1,737,000         121,000       1,616,000
Worldwide
  Fund......................................................1995  $               $               $
                                                            1994       1,067,748          89,742         978,006
                                                            1993         927,000          59,000         868,000
</TABLE>
    

   
GT   Global  receives  no   compensation  or  reimbursements   relating  to  its
distribution efforts with  respect to  Class A  shares other  than as  described
above.  GT Global  receives any contingent  deferred sales  charges payable with
respect to  redemptions of  Class B  shares.  For the  nine month  period  ended
December  31,  1993, and  for  the fiscal  years  ended December  31,  1994, and
December 31, 1995, GT Global collected contingent deferred sales charges in  the
following amounts:
    

   
<TABLE>
<CAPTION>
                                                                                                   APRIL 1-
                                                                          1995         1994      DEC. 31, 1993
                                                                       -----------  -----------  -------------
<S>                                                                    <C>          <C>          <C>
America Fund.........................................................  $            $   130,809   $       681
Europe Fund..........................................................  $            $   237,076   $    16,219
International Fund...................................................  $            $    32,916   $    13,266
Japan Fund...........................................................  $            $    88,454   $     5,342
Pacific Fund.........................................................  $            $   280,905   $    21,728
Worldwide Fund.......................................................  $            $    13,472   $     6,854
</TABLE>
    

   
TRANSFER AGENCY AND ACCOUNTING AGENCY SERVICES
    
   
GT  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.
    

   
For the period July 1, 1995 to December 31, 1995, the America Fund, Europe Fund,
International  Fund, Japan Fund, Pacific Fund, and Worldwide Fund paid LGT Asset
Management fees of $       , $       , $       , $       , $       and $       ,
respectively, for such accounting services.
    

EXPENSES OF THE FUNDS
   
Each  Fund pays all expenses not assumed  by LGT Asset Management, GT Global and
other agents. These expenses include, in addition to the advisory, distribution,
transfer agency,  pricing and  accounting 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
    

                  Statement of Additional Information Page 25
<PAGE>
                             GT GLOBAL GROWTH FUNDS
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. The ratio of each Fund's, other  than
America Fund's, expenses to its relative net assets can be expected to be higher
than  the expense ratios of funds investing solely in domestic securities, since
the cost  of maintaining  the custody  of  foreign securities  and the  rate  of
investment  management  fees paid  by each  Fund generally  are higher  than the
comparable expenses of such other funds.

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                              VALUATION OF SHARES

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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.
    

The Funds' portfolio securities and other assets are valued as follows:

   
Equity  securities, including  ADRs, ADSs  and EDRs,  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 LGT  Asset Management 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.
    

   
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
LGT  Asset  Management 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, securities and currencies purchased by the Funds 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,  unless a quotation from only one  dealer
is  available, in which case only that dealer's  price will be used, in the case
of OTC options. When market quotations  for futures and options on futures  held
by  a Fund are readily available, those positions will be valued based upon such
quotations.
    

   
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 Company's 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 Fund 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. 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.

Any assets or liabilities initially expressed in terms of foreign currencies are
translated into U.S. dollars at the official exchange rate or, alternatively, at
the mean of the current bid and asked prices of such currencies against the U.S.
dollar  last quoted by a major bank that is a regular participant in the foreign
exchange market or on the basis of a pricing service that takes into account the
quotes provided by a number of such  major banks. If none of these  alternatives
are  available  or  none  are  deemed  to  provide  a  suitable  methodology for
converting a foreign currency into U.S. dollars, the Board of Trustees, in  good
faith, will establish a conversion rate for such currency.

                  Statement of Additional Information Page 26
<PAGE>
                             GT GLOBAL GROWTH FUNDS

   
European, Far Eastern or Latin American securities trading may not take place on
all  days on which  the NYSE is  open. Further, trading  takes place in Japanese
markets on certain Saturdays and in various foreign markets on days on which the
NYSE is not open. In addition, trading in securities on European and Far Eastern
securities exchanges  and OTC  markets generally  is completed  well before  the
close  of the  business day  in New York.  Consequently, the  calculation of the
Funds'  net  asset  values  may  not  take  place  contemporaneously  with   the
determination  of the prices  of securities held by  the Funds. 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  LGT Asset Management, 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.
    

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                         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 GT  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 GT  Global within 20 days after written request,  the
appropriate  number of escrowed shares will be redeemed and the proceeds paid to
GT 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

                  Statement of Additional Information Page 27
<PAGE>
                             GT GLOBAL GROWTH FUNDS
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  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  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 GT Global.
    

EXCHANGES BETWEEN FUNDS
   
Shares of a Fund may  be exchanged for shares of  other GT 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 GT  Global Mutual  Funds. Class B
shares may be exchanged only for Class B shares of other GT 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 GT 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 28
<PAGE>
                             GT GLOBAL GROWTH FUNDS

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

REDEMPTIONS IN KIND
It is possible  that conditions  may arise  in the  future which  would, in  the
opinion  of the Company's Board  of Trustees, make it  undesirable for a Fund to
pay for all redemptions in cash. In such cases, 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

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

GENERAL
Each  Fund is treated as a separate corporation for federal income tax purposes.
In order to 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, net short-term capital  gain and net gains
from certain  foreign currency  transactions) ("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 foreign currencies, or other income (including gains from options, Futures or
Forward Contracts)  derived  with  respect  to  its  business  of  investing  in
securities  or those currencies ("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 of the following, that were held for less than
three  months -- options or Futures (other than those on foreign currencies), or
foreign currencies (or options, Futures  or Forward Contracts thereon) 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.

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  from  U.S.
corporations.  However,  dividends  received  by  a  corporate  shareholder  and
deducted  by  it  pursuant  to  the  dividends-received  deduction  are  subject
indirectly to the alternative minimum tax.

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

                  Statement of Additional Information Page 29
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                             GT GLOBAL GROWTH FUNDS

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.

FOREIGN TAXES
Dividends and interest received by a Fund may be subject to income,  withholding
or  other taxes imposed by foreign countries  that would reduce the yield on its
securities. Tax conventions between certain countries and the United States  may
reduce  or eliminate these foreign taxes, however, and many foreign countries do
not impose  taxes  on  capital  gains  in  respect  of  investments  by  foreign
investors.  If more than 50% of the value  of a Fund's total assets at the close
of its taxable  year consists of  securities of foreign  corporations, the  Fund
will be eligible to, and may, file an election with the Internal Revenue Service
that  will enable  its shareholders,  in effect, to  receive the  benefit of the
foreign tax credit with respect to any foreign income taxes paid by it. Pursuant
to the  election,  a Fund  will  treat those  taxes  as dividends  paid  to  its
shareholders  and  each shareholder  will be  required to  (1) include  in gross
income, and treat as paid  by him, his proportionate  share of those taxes,  (2)
treat  his  share of  those taxes  and of  any  dividend paid  by the  Fund that
represents income from foreign sources as his own income from those sources, and
(3) either deduct the taxes deemed paid  by him in computing his taxable  income
or,  alternatively, use the foregoing information in calculating the foreign tax
credit against his federal income tax. Each Fund will report to its shareholders
shortly after each  taxable year their  respective shares of  the Fund's  income
from  sources within,  and taxes  paid to,  foreign countries  if it  makes this
election.

PASSIVE FOREIGN INVESTMENT COMPANIES
Each Fund (other  than the America  Fund) may  invest in the  stock of  "passive
foreign  investment companies" ("PFICs"). A PFIC  is a foreign corporation that,
in general, meets either of the following  tests: (1) at least 75% of its  gross
income  is passive or (2) an  average of at least 50%  of its assets produce, or
are held for the production of,  passive income. Under certain circumstances,  a
Fund  will  be  subject  to federal  income  tax  on a  portion  of  any "excess
distribution" received on, or of any gain  from disposition of, stock of a  PFIC
(collectively   "PFIC  income"),  plus  interest   thereon,  even  if  the  Fund
distributes the  PFIC income  as a  taxable dividend  to its  shareholders.  The
balance  of the PFIC  income will be  included in the  Fund's investment company
taxable income and, accordingly, will not be  taxable to the Fund to the  extent
that income is distributed to its shareholders.

If  a  Fund invests  in a  PFIC and  elects to  treat the  PFIC as  a "qualified
electing fund"  ("QEF"),  then  in  lieu  of  the  foregoing  tax  and  interest
obligation,  the Fund will  be required to  include in income  each year its pro
rata share  of the  QEF's annual  ordinary earnings  and net  capital gain  (the
excess  of net long-term capital gain over net short-term capital loss) -- which
most likely would have to be distributed to satisfy the Distribution Requirement
and to avoid imposition  of the Excise  Tax -- even if  those earnings and  gain
were  not received by the Fund. In most instances, it will be very difficult, if
not impossible, to make this election because of certain requirements thereof.

   
Pursuant to proposed  regulations, open-end RICs,  such as the  Funds, would  be
entitled   to  elect   to  "mark-to-market"   their  stock   in  certain  PFICs.
"Marking-to-market," in this context, means recognizing as gain for each taxable
year the excess, as of the  end of that year, of  the fair market value of  each
such   PFIC's  stock   over  the  adjusted   basis  in   that  stock  (including
mark-to-market gain for each prior year for which an election was in effect).
    

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, FUTURES AND FOREIGN CURRENCY TRANSACTIONS
   
The  use  of  hedging transactions,  such  as selling  (writing)  and purchasing
options and  Futures Contracts  and entering  into Forward  Contracts,  involves
complex  rules  that  will  determine,  for  federal  income  tax  purposes, the
character and timing of recognition of the  gains and losses a Fund realizes  in
connection  therewith. Gains from foreign  currencies (except certain gains that
may be  excluded by  future  regulations), and  gains  from the  disposition  of
options,  Futures and Forward  Contracts derived by  a Fund with  respect to its
business of  investing in  securities  or foreign  currencies, will  qualify  as
permissible  income  under  the  Income Requirement.  However,  income  from the
disposition by  a Fund  of options  and  Futures (other  than those  on  foreign
currencies)  will be subject to the Short-Short  Limitation if they are held for
less than  three  months. Income  from  the disposition  by  a Fund  of  foreign
currencies, and options, Futures and Forward Contracts
    

                  Statement of Additional Information Page 30
<PAGE>
                             GT GLOBAL GROWTH FUNDS
on  foreign currencies,  that are not  directly related to  the Fund'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 Fund 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  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
Fund  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 Fund may be forced to defer the closing out of certain options,
Futures, Forward Contracts or foreign currency positions beyond the time when it
otherwise would be advantageous to do so,  in order for the Fund to continue  to
qualify as a RIC.
    

   
Futures  and Forward  Contracts 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 Fund 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. Section 988 of  the
Code also may apply to gains and losses from transactions in foreign currencies,
foreign-currency-denominated  debt securities  and options,  Futures and Forward
Contracts on foreign currencies  ("Section 988" gains  or losses). Each  Section
988 gain or loss generally is computed separately and treated as ordinary income
or  loss.  In  the  case  of overlap  between  Sections  1256  and  988, special
provisions determine the character and timing of any income, gain or loss.  Each
Fund  attempts to monitor  Section 988 transactions to  minimize any adverse tax
impact.
    

   
The foregoing  is a  general  and abbreviated  summary  of certain  federal  tax
considerations  affecting the Funds and  their shareholders. 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.
    

                  Statement of Additional Information Page 31
<PAGE>
                             GT GLOBAL GROWTH FUNDS

                             ADDITIONAL INFORMATION

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

   
LIECHTENSTEIN GLOBAL TRUST
    
   
Liechtenstein Global Trust,  formerly BIL  GT Group,  is composed  of LGT  Asset
Management   and  its  worldwide  affiliates.   Other  worldwide  affiliates  of
Liechtenstein Global Trust include LGT  Bank in Liechtenstein, formerly Bank  in
Liechtenstein,  an international financial services institution founded in 1920.
LGT Bank in  Liechtenstein has  principal offices in  Vaduz, Liechtenstein.  Its
subsidiaries  currently include  LGT Bank  in Liechtenstein  (Deutschland) GmbH,
formerly Bank in Liechtenstein  (Frankfurt) GmbH, and  LGT Asset Management  AG,
formerly Bilfinanz und Verwaltung AG, located in Zurich, Switzerland.
    

   
Worldwide   asset  management  affiliates  also   currently  include  LGT  Asset
Management PLC, formerly  G.T. Management  PLC in London;  LGT Asset  Management
Ltd.,  formerly G.T. Management  (Asia) Ltd. in Hong  Kong; LGT Investment Trust
Management Ltd., formerly G.T. Management (Japan) in Tokyo; LGT Asset Management
Pte. Ltd., formerly G.T. Management (Singapore) PTE Ltd. in Singapore; LGT Asset
Management Ltd., formerly G.T. Management  (Australia) Ltd., in Sydney; and  LGT
Asset Management GmbH, formerly BIL Asset Management GmbH, in Frankfurt.
    

CUSTODIAN
State  Street  Bank and  Trust Company  ("State  Street"), 225  Franklin Street,
Boston, Massachusetts  02110, acts  as  custodian of  the Funds'  assets.  State
Street  is  authorized to  establish and  has  established separate  accounts in
foreign currencies and to cause securities of the Company to be held in separate
accounts outside the United States in the custody of non-U.S. banks.

INDEPENDENT ACCOUNTANTS
The Company's  and the  Funds'  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 included  in this Statement of
Additional Information have been examined by Coopers & Lybrand L.L.P. as  stated
in their opinion appearing herein and are included in reliance upon such opinion
given upon the authority of said firm as experts in accounting and auditing.

USE OF NAME
   
LGT  Asset Management has granted the Company the  right to use the "GT" and "GT
Global" names and has reserved the right  to withdraw its consent to the use  of
such  names by the Company and/or any of the  Funds at any time, or to grant the
use of such names to any other company.
    

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

                  Statement of Additional Information Page 32
<PAGE>
                             GT GLOBAL GROWTH FUNDS

                               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 and Class B 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 other 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.
    

The Standardized  Returns  of the  Funds'  Class  A shares,  stated  as  average
annualized total returns, for the periods indicated were as follows:

  AMERICA FUND
   
    -- For the year ended December 31, 1995:      %
    

   
    -- For the five years ended December 31, 1995:      %
    

   
    -- For the period June 9, 1987 (commencement of operations)
     through December 31, 1995:      %
    

  EUROPE FUND
   
    -- For the year ended December 31, 1995:      %
    

   
    -- For the five years ended December 31, 1995:      %
    

   
    -- For the period July 19, 1985 (commencement of operations)
     through December 31, 1995:      %
    

  INTERNATIONAL FUND
   
    -- For the year ended December 31, 1995:      %
    

   
    -- For the five years ended December 31, 1995:      %
    

   
    -- For the period July 19, 1985 (commencement of operations)
     through December 31, 1995:      %
    

  JAPAN FUND
   
    -- For the year ended December 31, 1995:      %
    

   
    -- For the five years ended December 31, 1995:      %
    

   
    -- For the period July 19, 1985 (commencement of operations)
     through December 31, 1995:      %
    

  PACIFIC FUND
   
    --For the year ended December 31, 1995:      %
    

   
    -- For the five years ended December 31, 1995:      %
    

   
    -- For the ten years ended December 31, 1995:      %
    

   
    -- For the period January 19, 1977 (commencement of operations)
     through December 31, 1995:      %
    

                  Statement of Additional Information Page 33
<PAGE>
                             GT GLOBAL GROWTH FUNDS

  WORLDWIDE FUND
   
    -- For the year ended December 31, 1995:      %
    

   
    -- For the five years ended December 31, 1995:      %
    

   
    -- For the period June 9, 1987 (commencement of operations)
     through December 31, 1995:      %
    

   
The Standardized Returns of the Funds' Class A shares, stated as aggregate total
return,  for the periods from the commencement of each Fund's operations through
December 31, 1995, were as follows:
    

  AMERICA FUND
   
    --From inception on June 9, 1987:      %
    

  EUROPE FUND
   
    --From inception on July 19, 1985:      %
    

  INTERNATIONAL FUND
   
    --From inception on July 19, 1985:      %
    

  JAPAN FUND
   
    --From inception on July 19, 1985:      %
    

  PACIFIC FUND
   
    --From inception on January 19, 1977:      %
    

  WORLDWIDE FUND
   
    --From inception on June 9, 1987:      %
    

The Standardized Returns of the Funds' Class B shares, which were first  offered
on  April 1, 1993, stated  as average annualized total  returns, for the periods
indicated, were as follows:

  AMERICA FUND
   
    -- For the year ended December 31, 1995:      %
    

   
    -- For the period April 1, 1993
     through December 31, 1995:      %
    

  EUROPE FUND
   
    -- For the year ended December 31, 1995:      %
    

   
    -- For the period April 1, 1993 through December 31, 1995:      %
    

  INTERNATIONAL FUND
   
    -- For the year ended December 31, 1995:      %
    

   
    -- For the period April 1, 1993 through December 31, 1995:      %
    

  JAPAN FUND
   
    -- For the year ended December 31, 1995:      %
    

   
    -- For the period April 1, 1993 through December 31, 1995:      %
    

  PACIFIC FUND
   
    -- For the year ended December 31, 1995:      %
    

   
    -- For the period April 1, 1993 through December 31, 1995:      %
    

  WORLDWIDE FUND
   
    -- For the year ended December 31, 1995:      %
    

   
    -- For the period April 1, 1993
     through December 31, 1995:      %
    

                  Statement of Additional Information Page 34
<PAGE>
                             GT GLOBAL GROWTH FUNDS

The Standardized Returns for the Funds' Class B shares, which were first offered
on April 1, 1993, stated as aggregate total return, for the period April 1, 1993
through December 31, 1994, were as follows:

  AMERICA FUND
   
    -- For the period April 1, 1993 through December 31, 1995:      %
    

  EUROPE FUND
   
    -- For the period April 1, 1993 through December 31, 1995:      %
    

  INTERNATIONAL FUND
   
    -- For the period April 1, 1993 through December 31, 1995:      %
    

  JAPAN FUND
   
    -- For the period April 1, 1993 through December 31, 1995:      %
    

  PACIFIC FUND
   
    -- For the period April 1, 1993 through December 31, 1995:      %
    

  WORLDWIDE FUND
   
    -- For the period April 1, 1993 through December 31, 1995:      %
    

   
Performance of the Funds is historical and does not necessarily indicate  future
results. The Funds operated in prior periods under different investment policies
and  limitations including  different Primary  Investment Areas.  For example in
January, 1994, Japan  was eliminated  from the  Primary Investment  Area of  the
Pacific Fund. In addition, in July 1995, the percentage of total assets normally
invested  in a Fund's Primary Investment Area  was changed from 80% to 65%. Such
policies, limitations and Primary Investment Areas may change in the future.
    

   
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. The  Non-Standardized Returns  for the Funds'
Class A shares, quoted as average annual returns and as aggregate total  return,
for the periods from the commencement of each Fund's operations through December
31, 1995, were as follows:
    

   
<TABLE>
<CAPTION>
                                                                                      AVERAGE
                                                                                       ANNUAL     AGGREGATE
                                                                                       RETURN       RETURN
                                                                                     ----------  ------------
<S>                                                                                  <C>         <C>
America Fund -- from inception on June 9, 1987:                                               %             %
Europe Fund -- from inception on July 19, 1985:                                               %             %
International Fund -- from inception on July 19, 1985:                                        %             %
Japan Fund -- from inception on July 19, 1985:                                                %             %
Pacific Fund -- from inception on January 19, 1977:                                           %             %
Worldwide Fund -- from inception on June 9, 1987:                                             %             %
</TABLE>
    

   
The  Non-Standardized Returns  for the Funds'  Class B shares,  which were first
offered on April 1, 1993, quoted  as average annual returns and aggregate  total
return, for the period April 1, 1993 through December 31, 1995, were as follows:
    

   
<TABLE>
<CAPTION>
                                                                                        AVERAGE
                                                                                         ANNUAL     AGGREGATE
                                                                                         RETURN       RETURN
                                                                                       ----------  ------------
<S>                                                                                    <C>         <C>
America Fund.........................................................................           %            %
Europe Fund..........................................................................           %            %
International Fund...................................................................           %            %
Japan Fund...........................................................................           %            %
Pacific Fund.........................................................................           %            %
Worldwide Fund.......................................................................           %            %
</TABLE>
    

   
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.
    

                  Statement of Additional Information Page 35
<PAGE>
                             GT GLOBAL GROWTH FUNDS

   
IMPORTANT POINTS TO NOTE ABOUT DATA RELATING TO WORLD EQUITY AND BOND MARKETS
    

   
Each  Fund  and  GT  Global  may from  time  to  time  in  advertisements, sales
literature and reports furnished to present or prospective shareholders  compare
a Fund with, but not limited to, the following:
    

        (1) The Salomon Brothers Non-U.S. Dollars Indices, which are measures of
    the  total return  performance of  high quality  non-U.S. dollar denominated
    securities in major sectors of the worldwide bond markets.

   
        (2) The  Lehman Brothers  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,  or, in the case of nonrated bonds,  BBB
    by Fitch Investors Service (excluding Collateralized Mortgage Obligations).
    

        (3)  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.

   
        (4)  Data  and  mutual fund  rankings  published or  prepared  by Lipper
    Analytical  Data  Services,  Inc.  ("Lipper"),  CDA/Wiesenberger  Investment
    Companies  Service  ("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.
    

        (5) Bear  Stearns  Foreign Bond  Index,  which provides  simple  average
    returns  for individual countries and GNP-weighted index, beginning in 1975.
    The returns are broken down by local market and currency.

        (6) Ibbottson  Associates International  Bond  Index, which  provides  a
    detailed breakdown of local market and currency returns since 1960.

        (7)  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.

        (8) 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.

        (9) Dow Jones Industrial Average.

       (10) CNBC/Financial News Composite Index.

       (11) Morgan Stanley Capital International World Indices, including, among
    others, the Morgan Stanley Capital International Europe, Australia, Far East
    Index ("EAFE Index").  The EAFE  index is an  unmanaged index  of more  than
    1,000 companies of Europe, Australia and the Far East.

       (12)  Salomon Brothers World  Government Bond Index  and Salomon Brothers
    World Government Bond Index-Non-U.S. are  each a widely used index  composed
    of world government bonds.

       (13) The World Bank Publication of Trends in Developing Countries (TIDE).
    TIDE  provides brief reports on most  of the World Bank's borrowing members.
    The World Development Report is published  annually and looks at global  and
    regional   economic  trends  and  their   implications  for  the  developing
    economies.

                  Statement of Additional Information Page 36
<PAGE>
                             GT GLOBAL GROWTH FUNDS

       (14) Salomon  Brothers Global  Telecommunications  Index is  composed  of
    telecommunications companies in the developing and emerging countries.

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

       (16)  International  Financial  Statistics,  which  is  produced  by  the
    International Monetary Fund.

       (17) Various publications and annual  reports produced by the World  Bank
    and its affiliates.

       (18)  Various publications from the International Bank for Reconstruction
    and Development.

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

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

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

       (22)  International Finance Corporation (IFC)  Emerging Markets Data Base
    which provides detailed statistics on  stock and bond markets in  developing
    countries.

       (23)  Various publications from the Organization for Economic Cooperation
    and Development (OECD).

   
       (24) Average of  Savings Accounts,  which is a  measure of  all kinds  of
    savings deposits, including longer-term certificates. 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
various  financial  organizations,  such  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,  GT 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.
    

   
Information   relating  to   foreign  market   performance,  capitalization  and
diversification 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  GT  Global.  The authors  and  publishers of  such  material are  not  to be
considered as "experts" under the Securities Act of 1933 as amended, on  account
of the inclusion of such information herein.
    

   
GT  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 investing in securities on a global basis. 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 relevant indices. 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.,
LGT Asset Management, 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  certain
indices  relate only to government  bonds. Each of these  factors will cause the
performance of each Fund to differ from relevant indices.
    

   
From time  to  time,  each Fund  and  GT  Global  may refer  to  the  number  of
shareholders  in the  Funds or  the aggregate number  of shareholders  in all GT
Global Mutual Funds or the dollar amount of each Fund's assets under  management
in advertising materials.
    

   
GT  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. GT  Global may provide information designed to
help
    

                  Statement of Additional Information Page 37
<PAGE>
                             GT GLOBAL GROWTH FUNDS
   
individuals understand  their investment  goals  and explore  various  financial
strategies. For example, GT 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,  GT Global  may  refer to  or advertise  the names  of  such
companies,  or their  products although  there can be  no assurance  that any GT
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.

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

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

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

   
Each Fund  may be  available  for purchase  through  retirement plans  or  other
programs offering deferral of 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  GT Global Mutual  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. In sales material and advertisements, 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 (or if
less, 100% of compensation) each year to an IRA. 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.

                  Statement of Additional Information Page 38
<PAGE>
                             GT GLOBAL GROWTH FUNDS

   
SEP-IRAS  AND  SALARY-REDUCTION  SEP-IRAS:  Simplified  employee  pension  plans
("SEPs"  or  "SEP-IRAs")   and  salary-reduction   SEPs  provide   self-employed
individuals  (and any  eligible employees)  with benefits  similar to Keogh-type
plans or Code Section 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  CODE  SECTION  401(K))  AND  MONEY  PURCHASE PENSION
PLANS: Corporations can sponsor these  qualified defined contribution plans  for
their  employees. A  Code Section  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).
    

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

   
From  time to time,  the Funds and  GT Global will  quote certain data regarding
industries, individual countries, regions,  world stock exchanges, and  economic
and  demographic statistics from sources GT Global deems reliable, including but
not limited to, the economic and financial data of such financial  organizations
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.

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

 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.

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

 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, industry  or market: International  Finance
    Corporation,  GT 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, technology, other
    basic infrastructure, financial services, health care services and supplies,
    consumer products and services and telecommunications equipment and services
    (sources  of such information may include, but  would not be limited to, The
    World Bank, OECD, IMF, Bloomberg and Datastream).
    

   
17) Standard deviation and performance returns for U.S. and non-U.S. equity  and
    bond markets: Morgan Stanley Capital International.
    

   
18) Countries  restructuring their debt,  including those under  the Brady Plan:
    LGT Asset Management.
    

   
19) Political and economic structure of countries: Economist Intelligence Unit.
    

   
20) Government and  corporate bonds  -- credit  ratings, yield  to maturity  and
    performance returns: Salomon Brothers, Inc.
    

   
21) Dividend yields for U.S. and non-U.S. companies: Bloomberg.
    

                  Statement of Additional Information Page 39
<PAGE>
                             GT GLOBAL GROWTH FUNDS

   
From  time  to  time, GT  Global  may  include in  its  advertisement  and sales
material,  information  about  privatization,  which  is  an  economic   process
involving the sale of state-owned companies to the private sector.
    

   
In  advertising and sales materials, GT Global  may make reference to or discuss
its products, services and accomplishments. Among these accomplishments are that
in 1983 GT 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 LGT  Investment Trust  Management  Ltd. as  one  of the  first  foreign
discretionary  investment managers for Japanese investors. Such accomplishments,
however, should not be viewed as an  endorsement of GT 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 GT Global provide any assurance  that
the GT Global Mutual Funds' investment objectives will be achieved.
    

   
THE GT ADVANTAGE
    
   
LGT  Asset Management has developed  a unique team approach  to its global money
management which  we  call  the  GT  Advantage.  LGT  Asset  Management's  money
management  style combines the best of the "top-down" and "bottom-up" investment
manager  strategies.  The  top-down  approach   is  implemented  by  LGT   Asset
Management's  Investment Policy Committee, which sets broad guidelines for asset
allocation and currency management, based  on LGT Global Asset Management'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.
    

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

   
                          DESCRIPTION OF DEBT RATINGS
    

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

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

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

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

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

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

   
        Prime-2. Issuers (or supporting institutions) assigned this rating  have
    a  strong ability  for repayment of  short-term debt  obligations. This will
    normally be evidenced  by mny of  the characteristics cited  above but to  a
    lesser degree. Earnings trends and coverage ratios, while sound, may 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.
    

                  Statement of Additional Information Page 40
<PAGE>
                             GT GLOBAL GROWTH FUNDS

        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.  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.

        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 41
<PAGE>
                             GT GLOBAL GROWTH FUNDS

                              FINANCIAL STATEMENTS

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

   
The  audited financial statements of each Fund at December 31, 1995, and for the
fiscal year then ended, appear on the following pages.
    

                  Statement of Additional Information Page 42
<PAGE>
                             GT GLOBAL GROWTH FUNDS

                                     NOTES

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

                  Statement of Additional Information Page 43
<PAGE>
                             GT GLOBAL GROWTH FUNDS

                                     NOTES

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

                  Statement of Additional Information Page 44
<PAGE>
                             GT GLOBAL GROWTH FUNDS

                                     NOTES

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

                  Statement of Additional Information Page 45
<PAGE>
                             GT GLOBAL GROWTH FUNDS

   
                             GT GLOBAL MUTUAL FUNDS
    

   
  GT GLOBAL OFFERS A BROAD RANGE OF MUTUAL FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS.  FOR MORE INFORMATION AND  A PROSPECTUS ON ANY  OF THE GT GLOBAL
  MUTUAL FUNDS, PLEASE  CONTACT YOUR  INVESTMENT COUNSELOR OR  CALL GT  GLOBAL
  DIRECTLY AT 1-800-824-1580.
    

GROWTH FUNDS

/ / GLOBALLY DIVERSIFIED FUNDS

   
GT GLOBAL WORLDWIDE GROWTH FUND
    
Invests around the world, including the U.S.

   
GT GLOBAL INTERNATIONAL GROWTH FUND
    
Provides portfolio diversity by investing outside
the U.S.

   
GT GLOBAL EMERGING MARKETS FUND
    
Gives access to the growth potential of developing economies

/ / GLOBAL THEME FUNDS

   
GT GLOBAL HEALTH CARE FUND
    
Invests in growing health care industries worldwide

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

   
GT GLOBAL INFRASTRUCTURE FUND
    
Seeks companies that build, improve or maintain a country's infrastructure

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

   
GT GLOBAL NATURAL RESOURCES FUND
    
Concentrates on companies that own, explore or develop natural resources

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

/ / REGIONALLY DIVERSIFIED FUNDS

   
GT GLOBAL NEW PACIFIC GROWTH FUND
    
Offers access to the emerging and established markets of the Pacific Rim

   
GT GLOBAL EUROPE GROWTH FUND
    
Focuses on investment opportunities in the new, unified Europe

   
GT GLOBAL LATIN AMERICA GROWTH FUND
    
Invests in the emerging markets of Latin America

/ / SINGLE COUNTRY FUNDS

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

   
GT GLOBAL AMERICA SMALL CAP GROWTH FUND
    
   
Invests in equity securities of small U.S. companies
    

   
GT GLOBAL AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    
   
GT GLOBAL JAPAN GROWTH FUND
    
Provides U.S. investors with direct access to the Japanese market

GROWTH AND INCOME FUND

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

INCOME FUNDS

   
GT GLOBAL GOVERNMENT INCOME FUND
    
Earns monthly income from global government securities

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

   
GT GLOBAL HIGH INCOME FUND
    
Invests in debt securities in emerging markets

MONEY MARKET FUND

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

[LOGO]

   
  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, LGT  ASSET MANAGEMENT, INC., OR  GT GLOBAL, 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>
   
                 GT GLOBAL WORLDWIDE GROWTH FUND: ADVISOR CLASS
               GT GLOBAL INTERNATIONAL GROWTH FUND: ADVISOR CLASS
                GT GLOBAL NEW PACIFIC GROWTH FUND: ADVISOR CLASS
                  GT GLOBAL EUROPE GROWTH FUND: ADVISOR CLASS
                  GT GLOBAL AMERICA GROWTH FUND: ADVISOR CLASS
                   GT GLOBAL JAPAN GROWTH FUND: ADVISOR CLASS
    

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

   
                      Statement of Additional Information
                                 April 29, 1996
- --------------------------------------------------------------------------------
    

   
This  Statement of Additional Information relates to the Advisor Class shares of
GT Global  Worldwide Growth  Fund ("Worldwide  Fund"), GT  Global  International
Growth  Fund ("International Fund"), GT Global New Pacific Growth Fund ("Pacific
Fund"), GT Global Europe  Growth Fund ("Europe Fund")  GT Global America  Growth
Fund   ("America  Fund")  and  GT  Global   Japan  Growth  Fund  ("Japan  Fund")
(collectively, "Funds," or singly, a "Fund"). Each Fund is a diversified  series
of  G.T. Global Growth Series ("Company"), a multiple series registered open-end
management  investment  company.  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 April  29,
1996,  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.
    

   
LGT Asset  Management,  Inc. ("LGT  Asset  Management") serves  as  each  Fund's
investment manager and administrator. The distributor of the shares of each Fund
is  GT  Global, Inc.  ("GT  Global"). The  Funds'  transfer agent  is  GT Global
Investor Services, Inc. ("GT Services" or "Transfer Agent").
    

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

                               TABLE OF CONTENTS

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

   
<TABLE>
<CAPTION>
                                                                                                                           Page No.
                                                                                                                           --------
<S>                                                                                                                        <C>
Investment Objectives and Policies.......................................................................................      2
Options, Futures, and Currency Strategies................................................................................      5
Risk Factors.............................................................................................................     13
Investment Limitations...................................................................................................     17
Execution of Portfolio Transactions......................................................................................     18
Trustees and Executive Officers..........................................................................................     21
Management...............................................................................................................     23
Valuation of Shares......................................................................................................     24
Information Relating to Sales and Redemptions............................................................................     25
Taxes....................................................................................................................     27
Additional Information...................................................................................................     30
Investment Results.......................................................................................................     31
Description of Debt Ratings..............................................................................................     36
Financial Statements.....................................................................................................     37
</TABLE>
    

[LOGO]

   
                   Statement of Additional Information Page 1
    
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                             INVESTMENT OBJECTIVES
                                  AND POLICIES

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

SELECTION OF INVESTMENTS
   
LGT  Asset Management is the investment manager of each Fund. In determining the
appropriate distribution of investments  among various countries and  geographic
regions  for the Funds, as applicable, LGT Asset Management ordinarily considers
the following  factors:  prospects  for relative  economic  growth  between  the
different countries in which each Fund may invest; expected levels of inflation;
government  policies influencing  business conditions; the  outlook for currency
relationships;  and  the  range  of  the  individual  investment   opportunities
available to international investors.
    

   
For  investment purposes,  an issuer typically  is considered as  domiciled in a
particular country  if  it is  (a)  organized under  the  laws of,  or  has  its
principal  office in, a particular country; or  (b) normally derives 50% or more
of its total revenues from business in that country, provided that, in LGT Asset
Management's view, the value  of such issuer's securities  will tend to  reflect
such  country's  development to  a greater  extent than  developments elsewhere.
However, these are not absolute requirements, and certain companies incorporated
in a particular country and considered by LGT Asset Management to be located  in
that  country  may have  substantial foreign  operations or  subsidiaries and/or
export sales exceeding in size the assets or sales in that country.
    

   
In analyzing  companies  for  investment  by each  Fund,  LGT  Asset  Management
ordinarily   looks  for  one  or  more  of  the  following  characteristics:  an
above-average earnings  growth per  share; high  return on  invested capital;  a
healthy  balance  sheet; sound  financial  and accounting  policies  and overall
financial  strength;  strong  competitive  advantages;  effective  research  and
product  development  and  marketing;  efficient  service;  pricing flexibility;
strength of management; and general operating characteristics which will  enable
the  companies  to compete  successfully  in their  respective  marketplaces. In
certain countries, governmental restrictions and other limitations on investment
may affect the maximum percentage  of equity ownership in  any one company by  a
Fund  or the Funds in the aggregate. In addition, in some instances only special
classes of securities  may be  purchased by  foreigners and  the market  prices,
liquidity and rights with respect to those securities may vary from shares owned
by nationals.
    

   
There  may be  times when,  in the opinion  of LGT  Asset Management, prevailing
market,  economic  or  political  conditions  warrant  reducing  the  proportion
invested  in  equity  securities  of  issuers  domiciled  in  a  Fund's  Primary
Investment Area (as described in the  Prospectus) below 65% of the Fund's  total
assets  and  increasing  the  proportion held  in  cash  (U.S.  dollars, foreign
currencies or multinational currency  units) or invested  in debt securities  or
high  quality money market instruments issued by corporations, or the U.S., or a
foreign government. A  portion of each  Fund's assets normally  will be held  in
cash  (U.S.  dollars, foreign  currencies  or multinational  currency  units) or
invested in foreign or  domestic high quality  money market instruments  pending
investment  of proceeds from  new sales of  Fund shares, to  provide for ongoing
expenses and redemptions.
    

   
At this  time,  LGT Asset  Management  is not  aware  of the  existence  of  any
investment  or exchange control regulations which might substantially impair the
operations of the  Funds as described  in the Prospectus  and this Statement  of
Additional  Information.  Although  restrictions  may  in  the  future  make  it
undesirable to  invest  in certain  countries,  LGT Asset  Management  does  not
believe that any current repatriation restrictions would affect its decisions to
invest in the countries eligible for investment by any Fund. It should be noted,
however, that this situation could change at any time.
    

INVESTMENTS IN OTHER INVESTMENT COMPANIES
   
With respect to certain countries (e.g., Taiwan) investments by a Fund presently
may  be made only by  acquiring shares of other  investment companies with local
governmental approval  to invest  in those  countries. At  such time  as  direct
investment  in  these  countries  is  allowed,  the  Funds  anticipate investing
directly in  these markets.  The Funds  may  also 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
part,  each Fund may purchase shares  of a closed-end investment company unless:
(a) such  a purchase  would  cause a  Fund to  own  more than  3% of  the  total
outstanding  voting stock of the investment company or (b) such a purchase would
cause a Fund  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.
    

                   Statement of Additional Information Page 2
<PAGE>
                             GT GLOBAL EQUITY FUNDS
   
Investment in  investment  companies  may involve  the  payment  of  substantial
premiums  above the value of such  companies' portfolio securities. The Funds do
not intend  to invest  in such  vehicles or  funds unless  LGT Asset  Management
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.
    

SAMURAI AND YANKEE BONDS
   
The International Fund, the Japan Fund, the Pacific Fund and the Worldwide  Fund
may  invest  in  yen-denominated bonds  sold  in Japan  by  non-Japanese issuers
("Samurai bonds"), and  the Worldwide Fund  and the America  Fund may invest  in
dollar-denominated  bonds sold in the United States by non-U.S. issuers ("Yankee
bonds"). As compared with bonds issued in their countries of domicile, such bond
issues normally carry a higher interest rate but are less actively traded. It is
the policy of each Fund  to invest in Samurai or  Yankee bond issues only  after
taking  into account considerations of quality  and liquidity, as well as yield.
These bonds are issued by governments which are members of the Organization  for
Economic  Cooperation and Development or have AAA ratings. None of the Funds has
invested in Samurai or Yankee bonds since 1982.
    

DEPOSITORY RECEIPTS
   
Each Fund other than the America Fund may hold securities of foreign issuers  in
the  form of American  Depository Receipts ("ADRs"),  American Depository Shares
("ADSs")  and  European  Depository  Receipts  ("EDRs"),  or  other   securities
convertible  into securities of eligible European  or Far Eastern issuers. These
securities may  not necessarily  be  denominated in  the  same currency  as  the
securities  for which they may be exchanged.  ADRs and ADSs typically are issued
by an  American bank  or  trust company  and  evidence ownership  of  underlying
securities  issued by a foreign corporation.  EDRs, which are sometimes referred
to as Continental Depository Receipts  ("CDRs"), are issued in Europe  typically
by foreign banks and trust companies and evidence ownership of either foreign or
domestic  securities. Generally, ADRs  and ADSs in  registered form are designed
for use in United States securities markets and EDRs in bearer form are designed
for use in  European securities  markets. For  purposes of  a Fund's  investment
policies,  the Fund's investments  in ADRs, ADSs  and EDRs will  be deemed to be
investments in the equity securities representing securities of foreign  issuers
into which they may be converted.
    

ADR  facilities may be established as either "unsponsored" or "sponsored." While
ADRs issued under these  two types of facilities  are in some respects  similar,
there  are distinctions between  them relating to the  rights and obligations of
ADR holders and the practices of market participants. A depository may establish
an unsponsored  facility  without  participation by  (or  even  necessarily  the
acquiescence  of) the issuer of the deposited securities, although typically the
depository requests a  letter of  non-objection from  such issuer  prior to  the
establishment  of the facility.  Holders of unsponsored  ADRs generally bear all
the costs  of such  facilities. The  depository usually  charges fees  upon  the
deposit  and withdrawal of the deposited securities, the conversion of dividends
into  U.S.  dollars,  the  disposition   of  non-cash  distributions,  and   the
performance  of  other  services.  The  depository  of  an  unsponsored facility
frequently is  under  no  obligation to  distribute  shareholder  communications
received  from the issuer of the deposited  securities or to pass through voting
rights to ADR holders  with respect to the  deposited securities. Sponsored  ADR
facilities  are created in generally the  same manner as unsponsored facilities,
except that  the  issuer of  the  deposited  securities enters  into  a  deposit
agreement  with the  depository. The deposit  agreement sets out  the rights and
responsibilities of  the  issuer,  the  depository and  the  ADR  holders.  With
sponsored facilities, the issuer of the deposited securities generally will bear
some of the costs relating to the facility (such as dividend payment fees of the
depository),  although ADR holders continue to bear certain other costs (such as
deposit and withdrawal fees).  Under the terms  of most sponsored  arrangements,
depositories  agree  to distribute  notices of  shareholder meetings  and voting
instructions, and to provide shareholder communications and other information to
the ADR holders at the  request of the issuer  of the deposited securities.  The
Funds may invest in sponsored and unsponsored ADRs.

WARRANTS OR RIGHTS
   
Warrants or rights may be acquired by a Fund in connection with other securities
or  separately and provide the  Fund with the right to  purchase at a later date
other securities of the issuer. In addition, each Fund (except the America Fund)
has given an  undertaking to the  Texas Securities Commission  that it will  not
purchase  warrants in excess of 10% of the Fund's net assets taken at cost or at
market value, whichever is lower. With respect to the America Fund,  investments
in  warrants may not  exceed 5% of the  value of the Fund'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 the Fund  in units or  attached to securities  will be deemed  to be  without
value for purpose of this restriction.
    

                   Statement of Additional Information Page 3
<PAGE>
                             GT GLOBAL EQUITY FUNDS

LENDING OF PORTFOLIO SECURITIES
   
For the purpose of realizing additional income, each Fund 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  the  Fund's investment
policies and  by regulatory  agencies and  approved by  the Company's  Board  of
Trustees.  The Funds  may pay  reasonable administrative  and custodial  fees in
connection with the loans  of their securities. While  the securities loans  are
outstanding,  the Funds 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 Fund  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 Fund has a right to call each loan at any time
and obtain the securities on five business days' notice. The Funds 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 any important vote.
The  Funds also will be able to call such loans if LGT Asset Management 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 Fund  and
any  gain or loss in market  price during the loan would  inure to the Fund. 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 Funds 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 Funds would
suffer a loss.  The law  regarding the  rights of  the Funds  is unsettled  with
respect  to a  borrower becoming  subject to  bankruptcy or  similar proceeding.
Under these circumstances, there may be  a restriction on the Funds' ability  to
sell the collateral and the Funds could suffer a loss. Loans, however, only will
be  made to firms deemed by LGT Asset Management to be of good standing and will
not be made unless, in the  judgment of LGT Asset Management, the  consideration
to be earned from such loans would justify the risk.
    

COMMERCIAL BANK OBLIGATIONS
For  the  purposes  of each  Fund's  investment  policies with  respect  to bank
obligations, obligations of foreign branches of U.S. banks and of foreign  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.  As  with  investment  in  non-U.S.
securities  in general,  investments in the  obligations of  foreign branches of
U.S. banks and of foreign banks may  subject the Funds to investment risks  that
are  different  in some  respects from  those of  investments in  obligations of
domestic issuers. Although a Fund typically will acquire obligations issued  and
supported by the credit of U.S. or foreign 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 Fund. 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
   
Repurchase agreements are transactions in which a Fund 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.
Although 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 Fund if the other party to the
repurchase agreement becomes bankrupt, the Funds intend to enter into repurchase
agreements  only  with banks  and dealers  believed by  LGT Asset  Management to
present minimal  credit risks  in  accordance with  guidelines approved  by  the
Company's  Board  of Trustees.  LGT Asset  Management  reviews and  monitors the
creditworthiness of such institutions under the Board's general supervision.
    

   
A Fund 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.  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 Fund's ability
to sell the collateral and the Fund  could suffer a loss. However, with  respect
to  financial  institutions  whose  bankruptcy  or  liquidation  proceedings are
subject to the U.S. Bankruptcy Code, each Fund intends to comply with provisions
under the U.S.  Bankruptcy Code that  would allow it  immediately to resell  the
collateral.  There is no limitation on the amount of a Fund's assets that may be
subject to repurchase agreements
    

                   Statement of Additional Information Page 4
<PAGE>
                             GT GLOBAL EQUITY FUNDS
   
at any given  time. A Fund  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  Fund's borrowings will not exceed 33  1/3% of its total assets, i.e., each
Fund's total assets  at all  times will  equal at least  300% of  the amount  of
outstanding  borrowings. No Fund  will purchase securities  while borrowings are
outstanding. If market fluctuations in the value of a Fund's portfolio  holdings
or  other factors  cause the  ratio of  the Fund's  total assets  to outstanding
borrowings to  fall  below  300%,  within  three  days  (excluding  Sundays  and
holidays) of such event the Fund 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 Fund also may borrow up to 5% of its  total
assets  for temporary or emergency purposes  other than to meet redemptions. Any
borrowing by a Fund  may cause greater  fluctuation in the  value of its  shares
than would be the case if the Fund did not borrow.

Each  Fund's fundamental investment limitations permit  the Fund to borrow money
for leveraging purposes. Each Fund,  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  Company's Board of Trustees.  In the event that  a Fund 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 Fund's net asset value. When the income and gains on
securities purchased with the  proceeds of borrowings exceed  the costs of  such
borrowings,  a  Fund'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 Fund's earnings or net asset value would decline faster than would
otherwise be the case.

   
Each Fund may  enter into  reverse repurchase agreements.  A reverse  repurchase
agreement is a borrowing transaction in which the Fund 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 Fund  also  may engage  in "roll"
borrowing transactions  which involve  the Fund's  sale of  Government  National
Mortgage Association certificates or other securities together with a commitment
(for  which a Fund  may receive a  fee) to purchase  similar, but not identical,
securities at a future date. A Fund 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, FUTURES AND CURRENCY
                                   STRATEGIES

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

SPECIAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES
The use of options, futures  contracts and forward currency contracts  ("Forward
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 LGT Asset
    Management's ability  to predict  movements of  the overall  securities  and
    currency markets, which requires different skills than predicting changes in
    the   prices  of  individual  securities.  While  LGT  Asset  Management  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.

                   Statement of Additional Information Page 5
<PAGE>
                             GT GLOBAL EQUITY FUNDS

   
        (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 Fund entered into  a
    short hedge because LGT Asset Management projected a decline in the price of
    a security in the Fund's portfolio, and the price of that security increased
    instead,  the gain from threat increase  might by 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 Fund could  suffer a loss. In  either such case, the Fund
    would have been in a better position had it not hedged at all.
    

        (4) As described below, a Fund  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 Fund 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 Fund'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 Fund sell a portfolio security at
    a disadvantageous time.  The Fund'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 the Fund.

WRITING CALL OPTIONS
   
A Fund may write (sell) call options on securities, indices and currencies. Call
options  generally will  be written  on securities  and currencies  that, in the
opinion of LGT Asset Management, 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 Fund.
    

A call option  gives the  holder (buyer)  the right  to purchase  a security  or
currency  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 may be assigned an
exercise notice, requiring him  to deliver the  underlying security or  currency
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 or currencies on which call options may be written will  be
purchased  solely on the basis of investment considerations consistent with each
Fund's investment objectives. When writing a call option, a Fund, in return  for
the  premium, gives up the  opportunity for profit from  a price increase in the
underlying security or currency above the  exercise price, and retains the  risk
of  loss should the  price of the  security or currency  decline. Unlike one who
owns securities or currencies not  subject to an option,  a Fund has no  control
over  when it may be  required to sell the  underlying securities or currencies,
since most  options  may  be  exercised  at  any  time  prior  to  the  option's
expiration.  If a  call option that  a Fund  has written expires,  the Fund 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 or currency during  the
option  period. If the call option is exercised, the Fund will realize a gain or
loss from  the  sale of  the  underlying security  or  currency, which  will  be
increased  or  offset by  the premium  received.  The Fund  does not  consider a
security or currency covered by  a call option to be  "pledged" as that term  is
used in the Fund'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  or  currency
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  Fund will be obligated  to
sell the security or currency at less than its market value.

   
The  premium  that  a Fund  receives  for writing  a  call option  is  deemed to
constitute the market value of an option.  The premium a Fund 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, LGT Asset Management 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 or  currency from
being called, or  to permit  the sale of  the underlying  security or  currency.
Furthermore, effecting

                   Statement of Additional Information Page 6
<PAGE>
                             GT GLOBAL EQUITY FUNDS
a  closing transaction will permit the Fund  to write another call option on the
underlying security  or  currency with  either  a different  exercise  price  or
expiration date or both.

The  Funds 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 or currencies at the time the options
are  written. From time to  time, a Fund may  purchase an underlying security or
currency for delivery in accordance with the exercise of an option, rather  than
delivering  such  security  or  currency  from  its  portfolio.  In  such cases,
additional costs will be incurred.

A Fund 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
or  currency, 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  or
currency owned by the Fund.

WRITING PUT OPTIONS
The  Funds may write  put options on  securities, indices and  currencies. A put
option gives the  purchaser of  the option  the right  to sell,  and the  writer
(seller)  the  obligation to  buy, the  underlying security  or currency  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.

   
A  Fund  generally would  write  put options  in  circumstances where  LGT Asset
Management wishes to purchase the underlying security or currency for the Fund's
portfolio at a  price lower than  the current  market price of  the security  or
currency.  In such event, the Fund 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 Fund also would receive interest on debt securities
or currencies  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 or currency 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  or  currency
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 Fund will be obligated
to purchase the security or currency at more than its market value.

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

   
A  Fund  may  purchase  a  put option  on  an  underlying  security  or currency
("protective put") owned by the Fund in order to protect against an  anticipated
decline  in the  value of  the security  or currency.  Such hedge  protection is
provided only during the life of the put option when the Fund, as the holder  of
the  put option, is able to sell the  underlying security or currency at the put
exercise price regardless  of any  decline in the  underlying security's  market
price  or currency's exchange value. For example,  a put option may be purchased
in order to protect unrealized appreciation  of a security or currency when  LGT
Asset Management deems it desirable to continue to hold the security or currency
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 or currency eventually is sold.
    

A  Fund also may purchase put  options at a time when  the Fund does not own the
underlying security or  currency. By  purchasing put  options on  a security  or
currency  it does not own, a Fund seeks  to benefit from a decline in the market
price of the underlying security or currency. If the put option is not sold when
it has remaining value, and  if the market price  of the underlying security  or
currency  remains equal to or greater than the exercise price during the life of
the put option, the Fund 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 or  currency 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.

                   Statement of Additional Information Page 7
<PAGE>
                             GT GLOBAL EQUITY FUNDS

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

Call  options  may be  purchased  by a  Fund for  the  purpose of  acquiring the
underlying security or currency for its portfolio. Utilized in this fashion, the
purchase of call options would enable a Fund to acquire the security or currency
at the exercise price of  the call option plus the  premium paid. At times,  the
net  cost of acquiring the security or currency  in this manner may be less than
the cost of acquiring the security or currency directly. This technique also may
be useful to the Funds 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  or currency itself, a Fund is
partially protected  from any  unexpected decline  in the  market price  of  the
underlying  security or currency 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  Fund also may purchase call options on underlying securities or currencies
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 Fund's current  return.
For example, where a Fund has written a call option on an underlying security or
currency having a current market value below the price at which such security or
currency was purchased by the Fund, an increase in the market price could result
in  the exercise of the call option written by the Fund and the realization of a
loss on  the  underlying  security  or currency.  Accordingly,  the  Fund  could
purchase  a call option on the same underlying security or currency, which could
be exercised to fulfill the Fund's  delivery obligations under its written  call
(if  it is exercised). This  strategy could allow the  Fund to avoid selling the
portfolio security  or  currency at  a  time when  it  has an  unrealized  loss;
however,  the Fund 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
Fund's total assets at the time of purchase.

Each  Fund may  attempt to  accomplish objectives  similar to  those involved in
using Forward Contracts by purchasing put  or call options on currencies. A  put
option  gives a Fund as  purchaser the right (but not  the obligation) to sell a
specified amount of currency at the  exercise price at any time until  (American
style)  or on (European style) the expiration of the option. A call option gives
a Fund as purchaser the right (but  not the obligation) to purchase a  specified
amount  of currency at the exercise price  at any time until (American style) or
on (European style) the expiration date of  the option. A Fund might purchase  a
currency  put option, for  example, to protect  itself against a  decline in the
dollar value of a currency in which it holds or anticipates holding  securities.
If  the currency's value should decline against the dollar, the loss in currency
value should be offset, in whole or in part, by an increase in the value of  the
put.  If the value of  the currency instead should  rise against the dollar, any
gain to the Fund would be reduced by the premium it had paid for the put option.
A currency call option might be  purchased, for example, in anticipation of,  or
to  protect against,  a rise in  the value against  the dollar of  a currency in
which the Fund anticipates purchasing securities.

   
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 Fund  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 an average of the
last bid prices obtained from dealers,  unless a quotation from only one  dealer
is  available, in which case only that dealer's  price will be used. 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 Fund may also sell OTC options and,  in
connection  therewith, segregate assets or cover its obligations with respect to
OTC options  written by  the Fund.  The assets  used as  cover for  OTC  options
written by a Fund will be considered illiquid unless the OTC options are sold to
qualified  dealers who  agree that  the Fund  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.
    

                   Statement of Additional Information Page 8
<PAGE>
                             GT GLOBAL EQUITY FUNDS

A Fund's ability to establish and close out positions in exchange-listed options
depends on the existence of a liquid market. A Fund 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 Fund will enter into OTC
options only with  contra parties that  are expected to  be capable of  entering
into  closing transactions with  the Fund, there  is no assurance  that the Fund
will in fact be able  to close out an OTC  option position at a favorable  price
prior  to expiration. In the extent of  insolvency of the contra party, the Fund
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 Fund 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 Fund  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  Fund buys a call on  an
index,  it  pays a  premium and  has the  same rights  as to  such calls  as are
indicated above. When a Fund 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 Fund's exercise of the put, to deliver to the Fund 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 Fund writes  a put on an index, it receives  a
premium  and  the purchaser  has the  right,  prior to  the expiration  date, to
require the Fund  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 Fund writes a call
on  an  index  it  cannot  provide  in  advance  for  its  potential  settlement
obligations by  acquiring and  holding  the underlying  securities. A  Fund  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 Fund 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 Fund 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  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  Fund 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 Fund  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 Fund 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, CURRENCY AND STOCK INDEX FUTURES CONTRACTS
The Funds  may  enter  into  interest rate,  currency  or  stock  index  futures
contracts  ("Futures"  or "Futures  Contracts") as  a  hedge against  changes in
prevailing levels  of interest  rates, currency  exchange rates  or stock  price
levels  in order to establish more definitely the effective return on securities
or  currencies   held  or   intended  to   be  acquired   by  the   Funds.   The

                   Statement of Additional Information Page 9
<PAGE>
                             GT GLOBAL EQUITY FUNDS
Funds'  hedging may include sales of Futures  as an offset against the effect of
expected increases in interest  rates, or decreases  in currency exchange  rates
and  stock prices, and purchases  of Futures as an  offset against the effect of
expected declines in interest rates, or increases in currency exchange rates  or
stock prices.

The  Funds 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"). Futures are exchanged in London at the London International
Financial Futures Exchange.

Although techniques other than sales and purchases of Futures Contracts could be
used  to reduce the Funds' exposure to  interest rate and currency exchange rate
fluctuations, the Funds 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 (security
or currency) 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 or currencies,  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  or currency and  the same delivery date.  If the offsetting purchase
price is less than the original sale price,  the Fund realizes a gain; if it  is
more, the Fund realizes a loss. Conversely, if the offsetting sale price is more
than  the original purchase price, the Fund realizes  a gain; if it is less, the
Fund realizes  a loss.  The transaction  costs also  must be  included in  these
calculations. There can be no assurance, however, that the Funds will be able to
enter  into  an  offsetting transaction  with  respect to  a  particular Futures
Contract at a particular time. If a Fund is not able to enter into an offsetting
transaction, the  Fund 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 Futures Contract of September Deutschemarks 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 another  Futures Contract  of September  Deutschemarks 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 Fund.

The Funds' 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 or  currencies that  the  Funds own,  or  Futures Contracts  will  be
purchased to protect the Funds against an increase in the price of securities or
currencies 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 Fund  in order to  initiate Futures trading  and to maintain  the
Fund's  open  positions in  Futures Contracts.  A margin  deposit made  when the
Futures Contract is entered  into ("initial margin") is  intended to ensure  the
Fund'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  Fund entered into  the Futures  Contract
will  be made on a daily basis as the price of the underlying security, currency
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 and currency rates, 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  or currencies in  the Fund'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 or currencies, including technical influences in Futures trading;
and  differences  between  the  financial  instruments  being  hedged  and   the
instruments

                  Statement of Additional Information Page 10
<PAGE>
                             GT GLOBAL EQUITY FUNDS
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 or currency 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 option 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 Fund 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 Fund would  continue to  be subject to
market risk with respect  to the position.  In addition, except  in the case  of
purchased  options,  the  Fund  would  continue to  be  required  to  make daily
variation margin payments and might be  required to maintain the position  being
hedged by the Future or option or to maintain cash or securities in a segregated
account.

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

OPTIONS ON FUTURES CONTRACTS
Options on Futures Contracts are similar to options on securities or currencies,
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,  currencies 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, foreign currencies or indices.

If a Fund 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.

                  Statement of Additional Information Page 11
<PAGE>
                             GT GLOBAL EQUITY FUNDS

The Funds 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 be
subject to the maintenance of a liquid secondary market.

   
LIMITATIONS ON  USE  OF FUTURES,  OPTIONS  ON  FUTURES AND  CERTAIN  OPTIONS  ON
CURRENCIES
    
To  the extent  that a  Fund enters into  Futures Contracts,  options on Futures
Contracts,  and  options  on  foreign  currencies  traded  on  a  CFTC-regulated
exchange,  in each case other than for BONA FIDE hedging purposes (as defined by
the CFTC), the aggregate initial margin and premiums required to establish those
positions (excluding the amount  by which options  are "in-the-money") will  not
exceed  5% of the liquidation  value of the Fund's  portfolio, after taking into
account unrealized profits and unrealized losses  on any contracts the Fund  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 Company's
Board of Trustees without a shareholder vote. This limitation does not limit the
percentage of a Fund's assets at risk to 5%.

FORWARD CURRENCY CONTRACTS
A Forward Contract is an obligation, usually arranged with a commercial bank  or
other  currency dealer, to purchase or  sell a currency against another currency
at a future  date and price  as agreed upon  by the parties.  A Fund may  either
accept or make delivery of the currency at the maturity of the Forward Contract.
A  Fund may  also if  its contra party  agrees prior  to maturity,  enter into a
closing transaction involving the purchase or sale of an offsetting contract.

A Fund engages in forward currency transactions in anticipation of or to protect
itself against fluctuations in  exchange rates. A Fund  might sell a  particular
foreign  currency forward,  for example,  when it  holds bonds  denominated in a
foreign currency but anticipates, and seeks  to be protected against, a  decline
in  the currency against the U.S. dollar.  Similarly, a Fund might sell the U.S.
dollar forward when it holds bonds denominated in U.S. dollars but  anticipates,
and  seeks to  be protected against,  a decline  in the U.S.  dollar relative to
other currencies. Further, a Fund might purchase a currency forward to "lock in"
the price  of  securities  denominated  in that  currency  that  it  anticipates
purchasing.

Forward  Contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A Forward
Contract generally has no deposit requirement, and no commissions are charged at
any stage for  trades. Each  Fund will enter  into such  Forward Contracts  with
major  U.S. or  foreign banks and  securities or currency  dealers in accordance
with guidelines approved by the Company's Board of Trustees.

Each Fund  may enter  into Forward  Contracts either  with respect  to  specific
transactions or with respect to the overall investments of the Fund. The precise
matching  of the Forward  Contract amounts and the  value of specific securities
generally will not be  possible because the future  value of such securities  in
foreign currencies will change as a consequence of market movements in the value
of  those securities between the  date the Forward Contract  is entered into and
the date it matures.  Accordingly, it may  be necessary for  a Fund to  purchase
additional  foreign  currency on  the  spot (I.E.,  cash)  market (and  bear the
expense of such purchase) if the market  value of the security is less than  the
amount of foreign currency the Fund is obligated to deliver and if a decision is
made to sell the security and make delivery of the foreign currency. Conversely,
it  may be necessary to sell on the spot market some of the foreign currency the
Fund is  obligated to  deliver.  The projection  of short-term  currency  market
movements  is extremely difficult, and the  successful execution of a short-term
hedging strategy is highly  uncertain. Forward Contracts  involve the risk  that
anticipated  currency movements will not be predicted accurately, causing a Fund
to sustain losses on these contracts and transaction costs.

At or before  the maturity  of a  Forward Contract requiring  a Fund  to sell  a
currency,  the  Fund either  may  sell a  portfolio  security and  use  the sale
proceeds to make delivery of the currency or retain the security and offset  its
contractual  obligation to deliver the currency  by purchasing a second contract
pursuant to which the Fund will obtain, on the maturity date, the same amount of
the currency that it is obligated to deliver. Similarly, a Fund may close out  a
Forward Contract requiring it to purchase a specified currency by, if its contra
party  agrees, entering  into a  second contract entitling  it to  sell the same
amount of the same currency on the maturity date of the first contract. The Fund
would realize a gain  or loss as  a result of entering  into such an  offsetting
Forward  Contract under either  circumstance to the extent  the exchange rate or
rates between the currencies involved moved  between the execution dates of  the
first contract and the offsetting contract.

The  cost to a Fund of engaging in Forward Contracts varies with factors such as
the currencies  involved, the  length  of the  contract  period and  the  market
conditions  then prevailing. Because Forward  Contracts usually are entered into
on a principal basis, no  fees or commissions are  involved. The use of  Forward
Contracts  does  not  eliminate fluctuations  in  the prices  of  the underlying
securities a Fund owns or  intends to acquire, but it  does establish a rate  of
exchange  in advance. In  additional, while Forward Contracts  limit the risk of
loss due to a decline in the value of the hedged currencies, they also limit any
potential gain that might result should the value of the currencies increase.

                  Statement of Additional Information Page 12
<PAGE>
                             GT GLOBAL EQUITY FUNDS

FOREIGN CURRENCY STRATEGIES -- SPECIAL CONSIDERATIONS
A  Fund may  use options on  foreign currencies, Futures  on foreign currencies,
options on Futures on foreign currencies and Forward Contracts to hedge  against
movements in the values of the foreign currencies in which the Fund's securities
are  denominated. Such currency hedges can  protect against price movements in a
security that a Fund owns or intends to acquire that are attributable to changes
in the value of  the currency in  which it is denominated.  Such hedges do  not,
however, protect against price movements in the securities that are attributable
to other causes.

   
A Fund might seek to hedge against changes in the value of a particular currency
when  no Futures Contract, Forward Contract or option involving that currency is
available or  one  of  such  contracts is  more  expensive  than  certain  other
contracts.  In such cases,  the Fund may  hedge against price  movements in that
currency  by  entering  into  a  contract  on  another  currency  or  basket  of
currencies,  the  values of  which  LGT Asset  Management  believes will  have a
positive correlation to the  value of the currency  being hedged. The risk  that
movements  in  the  price of  the  contract  will not  correlate  perfectly with
movements in  the price  of the  currency being  hedged is  magnified when  this
strategy is used.
    

The  value of Futures Contracts, options on Futures Contracts, Forward Contracts
and options  on  foreign currencies  depends  on  the value  of  the  underlying
currency  relative  to the  U.S. dollar.  Because foreign  currency transactions
occurring in the  interbank market  might involve  substantially larger  amounts
than  those  involved in  the  use of  Futures  Contracts, Forward  Contracts or
options, a  Fund  could  be disadvantaged  by  dealing  in the  odd  lot  market
(generally  consisting  of  transactions  of  less  than  $1  million)  for  the
underlying foreign currencies at prices that  are less favorable than for  round
lots.

There is no systematic reporting of last sale information for foreign currencies
or  any  regulatory requirements  that quotations  available through  dealers or
other market sources be firm or revised on a timely basis. Quotation information
generally is representative of very  large transactions in the interbank  market
and  thus  might not  reflect  odd-lot transactions  where  rates might  be less
favorable.  The   interbank  market   in  foreign   currencies  is   a   global,
round-the-clock  market. To the  extent the U.S. options  or Futures markets are
closed while the markets for the underlying currencies remain open,  significant
price  and rate movements might take place in the underlying markets that cannot
be reflected in  the markets  for the Futures  contracts or  options until  they
reopen.

Settlement of Futures Contracts, Forward Contracts and options involving foreign
currencies  might  be required  to  take place  within  the country  issuing the
underlying currency. Thus, a Fund might  be required to accept or make  delivery
of  the  underlying foreign  currency  in accordance  with  any U.S.  or foreign
regulations regarding the  maintenance of foreign  banking arrangements by  U.S.
residents  and might be required  to pay any fees,  taxes and charges associated
with such delivery assessed in the issuing country.

COVER
   
Transactions using Forward Contracts, Futures Contracts and options (other  than
options  that a Fund has purchased) expose  the Fund to an obligation to another
party. A Fund will not  enter into any such  transactions unless it owns  either
(1)  an  offsetting ("covered")  position  in securities,  currencies,  or other
options, Forward Contracts or  Futures Contracts, or  (2) cash, receivables  and
short-term  debt securities with  a value sufficient at  all times its potential
obligations not covered as provided in (1) above. Each Fund 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.
    

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

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

                                  RISK FACTORS

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

    POLITICAL, SOCIAL AND  ECONOMIC RISKS. Investing  in securities of  non-U.S.
companies may entail additional risks due to the potential political, social and
economic  instability  of  certain  countries and  the  risks  of expropriation,
nationalization, confiscation  or  the  imposition of  restrictions  on  foreign
investment,   convertibility   of   currencies   into   U.S.   dollars   and  on

                  Statement of Additional Information Page 13
<PAGE>
                             GT GLOBAL EQUITY FUNDS
repatriation  of  capital  invested.  In   the  event  of  such   expropriation,
nationalization  or other  confiscation by  any country,  a Fund  could lose its
entire investment in any such country.

   
    RELIGIOUS, POLITICAL AND  ETHNIC INSTABILITY. Certain  countries in which  a
Fund may invest may have groups that advocate radical religious or revolutionary
philosophies or support ethnic independence. Any disturbance on the part of such
individuals could carry the potential for widespread destruction or confiscation
of  property owned by individuals and entities foreign to such country and could
cause the loss of the Fund's investment in those countries. Instability may also
result from,  among  other things:  (i)  authoritarian governments  or  military
involvement  in  political and  economic  decision-making, including  changes in
government through extra-constitutional  means; (ii)  popular unrest  associated
with  demands for improved political, economic  and social conditions; and (iii)
hostile relations with  neighboring or other  countries. Such political,  social
and  economic instability could disrupt the principal financial markets in which
a Fund invests and adversely affect the value of the Fund's assets.
    

    ILLIQUID SECURITIES.  A Fund  may invest  up to  15% of  its net  assets  in
illiquid  securities. Securities  may be  considered illiquid  if a  Fund cannot
reasonably expect within seven days to sell the securities for approximately the
amount at which the Fund  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.

   
Illiquid  securities include those that are subject to restrictions contained in
the securities  laws of  other countries.  However, securities  that are  freely
marketable  in the country where  they are principally traded,  but would not be
freely marketable in the United States,  will not be considered illiquid.  Where
registration  is required,  a Fund may  be obligated to  pay all or  part of the
registration expenses and a considerable period  may elapse between the time  of
the  decision to sell and the time the  Fund may be permitted to sell a security
under an effective  registration statement.  If, during such  a period,  adverse
market  conditions were to develop, the Fund might obtain a less favorable price
than prevailed when it decided to sell.
    

   
Not  all  restricted  securities   are  illiquid.  In   recent  years  a   large
institutional   market  has  developed  for  certain  securities  that  are  not
registered under the Securities Act of 1933, as amended ("1933 Act"),  including
private  placements, repurchase agreements, commercial paper, foreign securities
and corporate bonds and notes. These instruments are often restricted securities
because the  securities are  sold in  transactions not  requiring  registration.
Institutional investors generally will not seek to sell these instruments to the
general   public,  but  instead  will  often   depend  either  on  an  efficient
institutional market in which such unregistered securities can be readily resold
or on an issuer's ability to honor  a demand for repayment. Therefore, the  fact
that there are contractual or legal restrictions on resale to the general public
or certain institutions is not dispositive of the liquidity of such investments.
    

   
Rule  144A under the 1933 Act establishes  a "safe harbor" from the registration
requirements of the  1933 Act  for resales  of certain  securities to  qualified
institutional  buyers.  Institutional  markets  for  restricted  securities have
developed as a result of Rule 144A, providing both readily ascertainable  values
for  restricted securities and the ability to liquidate an investment to satisfy
share redemption orders. Such markets include automated systems for the trading,
clearance and  settlement of  unregistered securities  of domestic  and  foreign
issuers,  such as  the PORTAL  System sponsored  by the  National Association of
Securities Dealers,  Inc.  An  insufficient number  of  qualified  institutional
buyers interested in purchasing Rule 144A-eligible restricted securities held by
a  Fund, however,  could affect  adversely the  marketability of  such portfolio
securities and the Fund might be  unable to dispose of such securities  promptly
or at favorable prices.
    

   
With  respect  to liquidity  determinations  generally, the  Company'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 1933  Act, are liquid  or
illiquid.  The Board of Trustees has delegated the function of making day-to-day
determinations  of  liquidity  to  LGT  Asset  Management  in  accordance   with
procedures  approved by  the Company's Board  of Trustees.  LGT Asset Management
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.) LGT Asset  Management monitors  the
liquidity  of securities in each Fund's  portfolio and periodically reports such
determinations to the  Company's Board of  Trustees. Moreover, as  noted in  the
Prospectus,   certain  securities,   such  as  those   subject  to  repatriation
restrictions of more than seven days, will generally be treated as illiquid.
    

                  Statement of Additional Information Page 14
<PAGE>
                             GT GLOBAL EQUITY FUNDS

    FOREIGN  INVESTMENT  RESTRICTIONS.  Certain  countries  prohibit  or  impose
substantial  restrictions on investments in  their capital markets, particularly
their equity markets, by foreign entities such as a Fund. These restrictions  or
controls may at times limit or preclude investment in certain securities and may
increase  the  cost and  expenses of  the Fund.  For example,  certain countries
require prior governmental approval before investments by foreign persons may be
made, or may limit the amount of  investment by foreign persons in a  particular
company,  or limit the investment by foreign persons to only a specific class of
securities of a company that may have less advantageous terms than securities of
the company available for purchase by nationals. Moreover, the national policies
of certain  countries  may  restrict  investment  opportunities  in  issuers  or
industries  deemed sensitive to national  interests. In addition, some countries
require governmental approval for the repatriation of investment income, capital
or the proceeds of securities sales by foreign investors. In addition, if  there
is  a deterioration in a  country's balance of payments  or for other reasons, a
country may impose restrictions  on foreign capital  remittances abroad. A  Fund
could  be adversely affected by  delays in, or a  refusal to grant, any required
governmental approval for repatriation, as well  as by the application to it  of
other restrictions on investments.

   
    NON-UNIFORM CORPORATE DISCLOSURE STANDARDS AND GOVERNMENTAL
REGULATION.  Foreign companies are subject to accounting, auditing and financial
standards and requirements that differ, in some cases significantly, from  those
applicable  to  U.S.  companies.  In particular,  the  assets,  liabilities, and
profits appearing on the financial statements of such a company may not  reflect
its  financial  position or  results  of operations  in  the way  they  would be
reflected had such financial  statements been prepared  in accordance with  U.S.
generally  accepted accounting principles. Most of the securities held by a Fund
(other than the America Fund) will not be registered with the SEC or  regulators
of  any foreign country,  nor will the  issuers thereof be  subject to the SEC's
reporting  requirements.  Thus,  there   will  be  less  available   information
concerning  most foreign issuers of securities held  by a Fund than is available
concerning U.S.  issuers. In  instances  where the  financial statements  of  an
issuer  are  not deemed  to reflect  accurately the  financial situation  of the
issuer, LGT  Asset  Management  will  take appropriate  steps  to  evaluate  the
proposed  investment,  which  may  include  on-site  inspection  of  the issuer,
interviews with its management and  consultations with accountants, bankers  and
other  specialists. There  is substantially less  publicly available information
about foreign companies than there are reports and ratings published about  U.S.
companies  and the  U.S. government.  In addition,  where public  information is
available, it may be less reliable than such information regarding U.S. issuers.
Issuers of securities in foreign jurisdictions are generally not subject to  the
same  degree of regulation as  are U.S. issuers with  respect to such matters as
restrictions on market  manipulation, insider trading  rules, shareholder  proxy
requirements and timely disclosure of information.
    

    CURRENCY FLUCTUATIONS. Because each Fund, other than the America Fund, under
normal  circumstances will invest  a substantial portion of  its total assets in
the securities of foreign issuers  which are denominated in foreign  currencies,
the strength or weakness of the U.S. dollar against such foreign currencies will
account  for a significant part of  the Fund's investment performance. A decline
in the value of  any particular currency  against the U.S.  dollar will cause  a
decline  in the U.S.  dollar value of  a Fund's holdings  of securities and cash
denominated in such currency  and, therefore, will cause  an overall decline  in
the  Fund's net  asset value  and any  net investment  income and  capital gains
derived from such securities to be  distributed in U.S. dollars to  shareholders
of  the Fund. Moreover, if  the value of the foreign  currencies in which a Fund
receives its income  declines relative to  U.S. dollars between  the receipt  of
income  and  the making  of  Fund distributions,  the  Fund may  be  required to
liquidate securities in order to make distributions if the Fund has insufficient
cash in U.S. dollars to meet distribution requirements.

The rate of exchange between the U.S. dollar and other currencies is  determined
by  several factors, including the supply  and demand for particular currencies,
central bank efforts to support particular currencies, the relative movement  of
interest  rates and  pace of  business activity in  the other  countries and the
United States, and other economic  and financial conditions affecting the  world
economy.

Although  each Fund values its assets daily  in terms of U.S. dollars, the Funds
do not intend to convert their holdings of foreign currencies into U.S.  dollars
on  a daily basis. Each Fund will do so, from time to time, and investors should
be aware of the costs of currency conversion. Although foreign exchange  dealers
do  not charge  a fee  for conversion,  they do  realize a  profit based  on the
difference ("spread") between  the prices  at which  they buy  and sell  various
currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one
rate, while offering a lesser rate of exchange should a Fund desire to sell that
currency to the dealer.

    ADVERSE  MARKET CHARACTERISTICS. Securities  of many foreign  issuers may be
less liquid and their  prices more volatile than  securities of comparable  U.S.
issuers.  In  addition, foreign  securities  markets and  brokers  generally are
subject to  less governmental  supervision  and regulation  than in  the  United
States,  and  foreign  securities  transactions  usually  are  subject  to fixed
commissions, which  generally are  higher than  negotiated commissions  on  U.S.
transactions. In addition, foreign

                  Statement of Additional Information Page 15
<PAGE>
                             GT GLOBAL EQUITY FUNDS
   
securities  transactions  may be  subject  to difficulties  associated  with the
settlement of such transactions. Delays in settlement could result in  temporary
periods  when assets of a  Fund are uninvested and  no return is earned thereon.
The inability of a  Fund to make intended  security purchases due to  settlement
problems  could  cause the  Fund  to miss  attractive  investment opportunities.
Inability to dispose of a portfolio  security due to settlement problems  either
could  result in  losses to a  Fund due to  subsequent declines in  value of the
portfolio security  or, if  a  Fund has  entered into  a  contract to  sell  the
security,  could  result  in  possible liability  to  the  purchaser.  LGT Asset
Management will consider  such difficulties when  determining the allocation  of
each  Fund's assets,  although LGT Asset  Management does not  believe that such
difficulties will have a material adverse effect on the Funds' portfolio trading
activities.
    

   
The Funds may  use foreign custodians,  which may involve  risks in addition  to
those  related to the  use of U.S. custodians.  Such risks include uncertainties
relating to: (i) determining and  monitoring the financial strength,  reputation
and  standing of the foreign  custodian; (ii) maintaining appropriate safeguards
to protect the Funds'  investments and (iii)  obtaining and enforcing  judgments
against such custodians.
    

    WITHHOLDING  TAXES. A Fund's net investment  income from foreign issuers may
be subject  to  non-U.S. withholding  taxes  by the  foreign  issuer's  country,
thereby  reducing the  Fund's net investment  income or delaying  the receipt of
income whose those taxes may be recaptured. See "Taxes."

   
    SPECIAL CONSIDERATIONS AFFECTING EUROPE. The  countries that are members  of
the  European Economic  Community ("Common  Market") (Belgium,  Denmark, France,
Germany, Greece, Ireland, Italy,  Luxembourg, Netherlands, Portugal, Spain,  and
the United Kingdom) eliminated certain import tariffs and quotas and other trade
barriers  with respect  to one  another over the  past several  years. LGT Asset
Management believes  that this  deregulation should  improve the  prospects  for
economic growth in many European countries. Among other things, the deregulation
could  enable companies  domiciled in one  country to avail  themselves of lower
labor costs existing in  other countries. In  addition, this deregulation  could
benefit  companies domiciled  in one country  by opening  additional markets for
their goods and  services in other  countries. Since, however,  it is not  clear
what the exact form or effect of these Common Market reforms will be on business
in  Western Europe or the emerging European markets, it is impossible to predict
the long-term impact of the implementation  of these programs on the  securities
owned by the Fund.
    

    SPECIAL   CONSIDERATIONS  AFFECTING  JAPAN  AND  HONG  KONG.  Investment  in
securities  of  issuers  domiciled  in  Japan  and  Hong  Kong  entails  special
considerations.  Overseas trade is  important to Japan's  economy. Japan has few
natural resources  and  must  export to  pay  for  its imports  of  these  basic
requirements. Because of the concentration of Japanese exports in highly visible
products,   Japan  has  had  difficult  relations  with  its  trading  partners,
particularly the U.S., where the trade imbalance is the greatest. It is possible
that  trade  sanctions  or  other  protectionist  measures  could  impact  Japan
adversely  in both the short and the  long term. The Japanese securities markets
are less regulated than  those in the United  States. Evidence has emerged  from
time  to  time  of distortion  of  market  prices to  serve  political  or other
purposes. Shareholders' rights are not always equally enforced.

Hong Kong is  a British colony  which will transfer  sovereignty to the  Peoples
Republic  of China  in 1997.  China has  espoused policies  antagonistic to free
enterprise capitalism and  democracy. There  can be no  guarantee that  property
rights  will  continue  to be  safeguarded  in  Hong Kong  after  1997, although
recently, China  has moved  toward free  enterprise, and  has established  stock
exchanges of its own.

    SPECIAL   CONSIDERATIONS  AFFECTING  EMERGING   MARKETS.  Investing  in  the
securities of issuers domiciled  in emerging markets,  including the markets  of
Latin  America and certain Asian markets such as Taiwan, Malaysia and Indonesia,
may entail  special  risks relating  to  the potential  political  and  economic
instability and the risks of expropriation, nationalization, confiscation or the
imposition  of restrictions on foreign investment, converting of currencies into
U.S. dollars  and on  repatriation of  capital invested.  In the  event of  such
expropriation,  nationalization  or other  confiscation by  any country,  a Fund
could lose its entire investment in any such country.

Emerging securities  markets are  substantially  smaller, less  developed,  less
liquid  and more volatile than the major securities markets. The limited size of
emerging securities markets and  limited trading volume  in issuers compared  to
the  volume of trading in  U.S. securities could cause  prices to be erratic for
reasons apart  from factors  that  affect the  quality  of the  securities.  For
example, limited market size may cause prices to be unduly influenced by traders
who  control  large  positions. Adverse  publicity  and  investors' perceptions,
whether or  not  based on  fundamental  analysis,  may decrease  the  value  and
liquidity  of  portfolio securities  in these  markets. In  addition, securities
traded in  certain  emerging  markets  may  be  subject  to  risks  due  to  the
inexperience  of financial intermediaries, a lack of modern technology, the lack
of a sufficient capital base to expand business operations, and the  possibility
of permanent or temporary termination of trading.

                  Statement of Additional Information Page 16
<PAGE>
                             GT GLOBAL EQUITY FUNDS

Settlement  mechanisms in emerging securities markets  may be less efficient and
reliable than in  more developed  markets. In such  emerging securities  markets
there may be share registration and delivery delays or failures.

Most  Latin American countries have experienced substantial, and in some periods
extremely  high,  rates  of  inflation  for  many  years.  Inflation  and  rapid
fluctuations in inflation rates and corresponding currency devaluations have had
and  may  continue to  have  negative effects  on  the economies  and securities
markets of certain Latin American countries.

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

                             INVESTMENT LIMITATIONS

- --------------------------------------------------------------------------------
   
Each Fund  has  adopted  the following  fundamental  investment  limitations  as
fundamental  policies which (unless otherwise noted)  may not be changed without
approval by the affirmative vote of the lesser of (i) 67% of that Fund's  shares
represented  at a meeting at  which more than 50%  of the outstanding shares are
represented, or (ii)  more than 50%  of the Fund's  outstanding shares. No  Fund
may:
    

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

        (2) Purchase or  sell real estate;  provided that a  Fund 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  Fund may invest in the securities
    of companies that engage in these activities;

        (4) Purchase or sell commodities or commodity contracts, except that the
    Fund may  purchase and  sell financial  and currency  futures contracts  and
    options  thereon,  and may  purchase  and sell  currency  forward contracts,
    options on foreign currencies and may otherwise engage in other transactions
    in foreign currencies;

        (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 will not be deemed to be a pledge of a Fund's assets;

        (6) Borrow  money  in excess  of  33 1/3%  of  the Fund'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 forward currency 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
    Fund  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,  options thereon or forward currency
    contracts. The Funds may make deposits of margin in connection with  futures
    and forward 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
    LGT Asset Management 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 Fund 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  Fund's
    knowledge,  one or more  of the Trustees  or officers of  the Company or LGT
    Asset Management 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;
    

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

                  Statement of Additional Information Page 17
<PAGE>
                             GT GLOBAL EQUITY FUNDS

       (12)  Invest more  than 25% of  the value  of the Fund'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.

   
For  purposes of  the concentration policy  contained in  limitation (12) above,
each Fund intends to comply with  the SEC staff position that securities  issued
or  guaranteed as to principal and interest  by any single foreign government or
any supranational organization are considered to be securities of issuers in the
same industry.
    

The following investment restrictions of each Fund are not fundamental  policies
and  may  be  changed  by  vote  of  the  Company's  Board  of  Trustees without
shareholder approval. Each Fund 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  Fund
    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  Fund's total
    assets; or

        (4) Enter into a futures contract, an option on a future contract, or an
    option on foreign currency traded on a CFTC-regulated exchange, 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 Fund's  portfolio, after  taking  into
    account  unrealized profits and unrealized losses  on any contracts the Fund
    has entered into.

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

A Fund will not knowingly exercise  rights or otherwise acquire securities  when
to  do so would jeopardize the Fund'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  Fund's  investment  policies  or
restrictions.  A   Fund  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 Fund's investment policies
and restrictions.  The original  cost  of the  securities  so acquired  will  be
included  in  any  subsequent  determination of  a  Fund'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 shareholders, and other investment policies, techniques and limitations which
may be changed without shareholder approval.

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

                             EXECUTION OF PORTFOLIO
                                  TRANSACTIONS

- --------------------------------------------------------------------------------
   
Subject  to policies established  by the Company's Board  of Trustees, LGT Asset
Management is responsible for the execution of the Funds' portfolio transactions
and the selection of brokers/dealers who execute such transactions on behalf  of
the  Funds. In executing portfolio transactions,  LGT Asset Management seeks the
best net results for each  Fund, 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  LGT Asset Management 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 Funds may engage in soft  dollar
arrangements  for  research  services, as  described  below, the  Funds  have no
obligation to deal  with any  broker/dealer or  group of  broker/dealers in  the
execution of portfolio transactions.
    

                  Statement of Additional Information Page 18
<PAGE>
                             GT GLOBAL EQUITY FUNDS

   
Consistent  with the  interests of  the Funds,  LGT Asset  Management may select
brokers to  execute  the Funds'  portfolio  transactions  on the  basis  of  the
research  services they provide to LGT Asset  Management for its use in managing
the Funds and its other advisory accounts. Such services may include  furnishing
analysis,  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  LGT Asset  Management 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 LGT  Asset Management  determines in  good
faith  that such  commission is  reasonable in  terms either  of that particular
transaction or the overall responsibility of  LGT Asset Management to the  Funds
and  its other clients and that the total  commissions paid by each Fund will be
reasonable in relation to the benefits received by the Funds over the long term.
Research  services  may  also  be   received  from  dealers  who  execute   Fund
transactions in over-the-counter markets.
    

   
LGT  Asset Management 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 Fund toward payment of the Fund's expenses,  such
as transfer agent and custodian fees.
    

   
Investment  decisions for each Fund and for other investment accounts managed by
LGT Asset Management 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  Funds. 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 Fund is concerned, in other cases LGT Asset
Management believes that coordination and  the ability to participate in  volume
transactions will be beneficial to the Funds.
    

   
Under  a policy adopted by  the Company's Board of  Trustees, and subject to the
policy of obtaining the  best net results, LGT  Asset Management may consider  a
broker/dealer's  sale of the shares  of the Funds and  the other funds for which
LGT Asset  Management  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 Fund contemplates purchasing most foreign equity securities in OTC  markets
or  stock exchanges located  in the countries in  which the respective principal
offices of the issuers  of the various  securities are located,  if that is  the
best  available market. The fixed commissions  paid in connection with most such
foreign stock transactions generally are  higher than negotiated commissions  on
United  States transactions. There generally  is less government supervision and
regulation of foreign  stock exchanges and  brokers than in  the United  States.
Foreign  security settlements  may in  some instances  be subject  to delays and
related administrative uncertainties.

   
Foreign equity securities may be held by a Fund in the form of ADRs, ADSs, EDRs,
CDRs or securities convertible into foreign equity securities. ADRs, ADSs,  EDRs
and  CDRs may be listed on stock exchanges,  or traded in the OTC markets in the
United States or Europe, as the case may be. ADRs, like other securities  traded
in  the  United States,  will  be subject  to  negotiated commission  rates. The
foreign and domestic debt securities and  money market instruments in which  the
Funds may invest are generally traded in the OTC markets.
    

   
The Fund contemplates that, consistent with the policy of obtaining the best net
results, brokerage transactions may be conducted through certain companies that
are members of Liechtenstein Global Trust. The Company's Board of Trustees has
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. For the fiscal year ended December 31, 1995, the
Europe Fund paid to LGT Bank in Liechtenstein (Deutschland) GmbH and LGT Bank in
Liechtenstein AG aggregate brokerage commissions of $      and $
respectively for transactions involving purchases and sales of portfolio
securities which represented    % and    %, respectively, of the total brokerage
commissions paid by the Europe Fund, and    % and    %, respectively, of the
aggregate dollar amount of transactions involving payment of commissions by the
Europe Fund.
    

                  Statement of Additional Information Page 19
<PAGE>
                             GT GLOBAL EQUITY FUNDS

Aggregate  brokerage commissions paid  by the Funds for  their three most recent
fiscal years were:

   
<TABLE>
<CAPTION>
FUND                                                                              1995           1994           1993
- ----------------------------------------------------------------------------  -------------  -------------  -------------
<S>                                                                           <C>            <C>            <C>
America
 Fund.......................................................................  $              $   1,082,311        185,402
Europe
  Fund......................................................................  $              $   2,185,831      1,935,775
International
  Fund......................................................................  $              $   1,090,763      2,163,843
Japan
  Fund......................................................................  $              $     838,666        133,436
Pacific
  Fund......................................................................  $              $   2,746,761      3,832,898
Worldwide
  Fund......................................................................  $              $     954,962        711,034
</TABLE>
    

PORTFOLIO TRADING AND TURNOVER
   
Although the Funds generally do not intend to trade for short-term profits,  the
securities  in a  Fund's portfolio  will be  sold whenever  LGT Asset Management
believes it is  appropriate to do  so, without regard  to the length  of time  a
particular  security may have been held. The portfolio turnover rate will not be
a limiting  factor  when management  deems  portfolio changes  appropriate.  The
portfolio  turnover rates for the fiscal years  ended December 31, 1995 and 1994
were as follows:
    

   
<TABLE>
<CAPTION>
                                                                                                             1995        1994
                                                                                                          ----------  ----------
<S>                                                                                                       <C>         <C>
America Fund............................................................................................                    102%
Europe Fund.............................................................................................                     91
International Fund......................................................................................                     96
Japan Fund..............................................................................................                     49
Pacific Fund............................................................................................                     87
Worldwide Fund..........................................................................................                     86
</TABLE>
    

                  Statement of Additional Information Page 20
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                        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*, 43                    Director of Liechtenstein Global Trust (holding company of the various international LGT
Trustee, Chairman of the Board and       companies) since 1990; President of the Asset Management Division, Liechtenstein Global
President                                Trust since 1995; Director and President of LGT Asset Management Holdings, Inc. ("LGT
50 California Street                     Asset Management Holdings") since 1988; Director and President of LGT Asset Management
San Francisco, CA 94111                  since 1989; Director of GT Global since 1987 and President of GT Global from 1987 to 1995;
                                         Director of GT Services since 1990; President of GT Services from 1990 to 1995; Director
                                         of G.T. Global Insurance Agency, Inc. ("G.T. Insurance") since 1992, and President of G.T.
                                         Insurance from 1992 to 1995. Mr. Minella also is a director or trustee of each of the
                                         other investment companies registered under the 1940 Act that is managed or administered
                                         by LGT Asset Management.

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

Frank S. Bayley, 55                      A Partner with Baker & McKenzie (a law firm); Director and Chairman of C.D. Stimson
Trustee                                  Company (a private investment company); and Trustee, Seattle Art Museum. Mr. Bayley also
Two Embarcadero Center                   is a director or trustee of each of the other investment companies registered under the
San Francisco, CA 94111                  1940 Act that is managed or administered by LGT Asset Management.

Arthur C. Patterson, 51                  Managing Partner of Accel Partners (a venture capital firm). He also serves as a director
Trustee                                  of various computing and software companies. Mr. Patterson also is a director or trustee
One Embarcadero Center                   of each of the other investment companies registered under the 1940 Act that is managed or
Suite 3820                               administered by LGT Asset Management.
San Francisco, CA 94111

Ruth H. Quigley, 60                      Private investor. From 1984 to 1986, Miss 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 LGT Asset Management.

F. Christian Wignall, 39                 Senior Vice President, Chief Investment Officer - Global Equities and a Director of LGT
Vice President and Chief Investment      Asset Management since 1987, and Chairman of the Investment Policy Committee of the
Officer -                                affiliated international LGT companies since 1990.
Global Equities
50 California Street
San Francisco, CA 94111
</TABLE>
    

                  Statement of Additional Information Page 21
<PAGE>
                             GT GLOBAL EQUITY FUNDS
   
<TABLE>
<CAPTION>
Name, Position(s) with the               Principal Occupations and Business
Company and Address                      Experience for Past 5 Years
- ---------------------------------------  ------------------------------------------------------------------------------------------
<S>                                      <C>
James R. Tufts, 37                       President of GT Services since 1995; from 1994 to 1995 Senior Vice President - Finance and
Vice President and                       Administration of LGT Asset Management Holdings, LGT Asset Management, GT Global, GT
Chief Financial Officer                  Services and G.T. Insurance. From 1990 to 1994, Mr. Tufts was Vice President - Finance of
50 California Street                     LGT Asset Management Holdings, LGT Asset Management, GT Global and GT Services. He was
San Francisco, CA 94111                  Vice President - Finance of G.T. Insurance from 1992 to 1994; and a Director of LGT Asset
                                         Management, GT Global and GT Services since 1991.
Kenneth W. Chancey, 50                   Vice President - Mutual Fund Accounting of LGT Asset Management since 1992. Mr. Chancey
Vice President and Principal             was Vice President of Putnam Fiduciary Trust Company from 1989 to 1992.
Accounting Officer
50 California Street
San Francisco, CA 94111
Helge K. Lee, 49                         Senior Vice President, General Counsel and Secretary of LGT Asset Management Holdings, LGT
Vice President and Secretary             Asset Management, GT Global, GT Services and G.T. Insurance since May, 1994. Mr. Lee was
50 California Street                     the Senior Vice President, General Counsel and Secretary of Strong/Corneliuson Management,
San Francisco, CA 94111                  Inc. and Secretary of each of the Strong Funds 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                     Secretary of LGT Asset Management Holdings, LGT Asset Management, GT Global, GT Services
Assistant Secretary                      and G.T. Insurance since February 1996. From 1991 to 1995, Assistant General Counsel of
50 California Street                     LGT Asset Management Holdings, LGT Asset Management, GT Global and GT Services. From 1992
San Francisco, CA 94111                  to 1996, Assistant General Counsel of G.T. Insurance. From 1989 to 1991, Mr. Guarino was
                                         an attorney at The Dreyfus Corporation.
David J. Thelander, 40                   Vice President of LGT Asset Management Holdings, LGT Asset Management, GT Global, GT
Assistant Secretary                      Services and G.T. Insurance since February 1996. Mr. Thelander has been an Assistant
50 California Street                     General Counsel of LGT Asset Management since January 1995. Mr. Thelander was an associate
San Francisco, CA 94111                  at the law firm of Kirkpatrick & Lockhart LLP from 1993 to 1994. Prior thereto, he was an
                                         attorney with the U.S. Securities and Exchange Commission.
</TABLE>
    

- ------------------
   
*    Mr. Minella is an "interested person" of the Company as defined by the 1940
     Act due to his affiliation with the Liechtenstein Global Trust companies.
    

   
The Board of Trustees  has a Nominating and  Audit Committee, comprised of  Miss
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 GT  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  LGT  Asset  Management. Each
Trustee and Officer serves in  total as a Director  and or Trustee and  Officer,
respectively,  of 10 registered  investment companies with  40 series managed or
administered by LGT Asset Management. The Company pays each Trustee who is not a
director, officer or employee of LGT Asset Management 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,  1995,  the  Company paid  Mr.  Anderson,  Mr.  Bayley, Mr.
Patterson and Ms. Quigley Trustee's fees and expense reimbursements of $       ,
$      , $      and $      , respectively. For the year ended December 31, 1995,
Mr.  Anderson, Mr. Bayley, Mr. Patterson and Ms. Quigley, who are not directors,
officers or  employees  of  LGT  Asset Management  or  any  affiliated  company,
received total compensation of $         , $         , $         and $         ,
respectively, from the investment companies managed or administered by LGT Asset
Management  for  which he  or  she serves  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.
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    % of the shares of the Worldwide Growth Fund.
    

                  Statement of Additional Information Page 22
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                                   MANAGEMENT

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

INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES
   
LGT  Asset Management serves as each Fund's investment manager and administrator
under  an  Investment  Management   and  Administration  Contract   ("Management
Contract")  between the Company and LGT  Asset Management. As investment manager
and administrator, LGT Asset Management makes all investment decisions for  each
Fund  and  administers  each  Fund's  affairs.  Among  other  things,  LGT Asset
Management furnishes the services and pays the compensation and travel  expenses
of  persons who perform the  executive, administrative, clerical and bookkeeping
functions of the Company and the Funds, and provides suitable office space,  and
necessary  small office equipment and utilities. The America Fund pays LGT Asset
Management investment  management and  administration fees,  computed daily  and
paid  monthly, based on its average daily  net assets, 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 amounts  thereafter. Each of the other Funds pay
LGT Asset  Management investment  management and  administration fees,  computed
daily and paid monthly, based on its average daily net assets, at the annualized
rate of .975% on the first $500 million, .95% on the next $500 million, .925% on
the  next $500 million, and  .90% on amounts thereafter.  Prior to July 1, 1993,
each  Fund  other  than  the   America  Fund  paid  investment  management   and
administration  fees to LGT Asset Management at  the annualized rate of 1.00% of
each  Fund's  average  daily  net  assets.  The  America  Fund  paid  investment
management  and administration  fees to LGT  Asset Management  at the annualized
rate of 0.75% of the Fund's average daily net assets.
    

   
The Management Contract may be renewed  for one-year terms with respect to  each
Fund,  provided that  any such renewal  has been specifically  approved at least
annually by: (i) the Company's Board of  Trustees, or by the vote of a  majority
of  the Fund'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.
With  respect  to  any Fund  either  the  Company or  LGT  Asset  Management may
terminate the Management Contract without penalty upon sixty (60) days'  written
notice  to the other party. The  Management Contract terminates automatically in
the event of its assignment (as defined in the 1940 Act).
    

   
Under the Management Contract, LGT Asset Management has agreed to reimburse each
Fund if that Fund's  annual ordinary expenses exceed  the most stringent  limits
prescribed  by  any state  in  which the  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,  LGT  Asset  Management  and  GT  Global
voluntarily have undertaken to limit the expenses of each Fund, other than those
of  the America  Fund (exclusive of  brokerage commissions,  taxes, interest and
extraordinary expenses) to  the maximum  annual level  of 1.90%  of the  average
daily  net  assets of  each Fund's  Advisor Class  shares. Similarly,  LGT Asset
Management and GT Global  have undertaken to limit  the America Fund's  expenses
(exclusive of brokerage commissions, taxes, interest and extraordinary expenses)
to  the maximum  annual level of  1.65% of the  average daily net  assets of the
Fund's Advisor Class shares.
    

   
The amounts of investment management and  administration fees paid by each  Fund
to LGT Asset Management during the Funds' three most recent fiscal years were as
follows:
    

   
<TABLE>
<CAPTION>
                            FUND                                   1995             1994             1993
- ------------------------------------------------------------  ---------------  ---------------  ---------------
<S>                                                           <C>              <C>              <C>
America Fund................................................   $                    1,283,893        1,058,534
Europe Fund.................................................   $                    8,319,087        7,839,132
International Fund..........................................   $                    5,368,669        4,488,221
Japan Fund..................................................   $                    1,345,064        1,058,002
Pacific Fund................................................   $                    5,563,245        3,820,147
Worldwide Fund..............................................   $                    3,355,681        1,665,771
</TABLE>
    

                  Statement of Additional Information Page 23
<PAGE>
                             GT GLOBAL EQUITY FUNDS

DISTRIBUTION SERVICES
   
Each  Fund's Advisor  Class shares are  offered continuously  through the Funds'
principal underwriter  and distributor,  GT Global,  on a  "best efforts"  basis
without a sales charge or a contingent deferred sales charge.
    

TRANSFER AGENCY SERVICES
   
GT  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.
    

   
For the period July 1, 1995 to December 31, 1995, the America Fund, Europe Fund,
International  Fund, Japan Fund, Pacific Fund, and Worldwide Fund paid LGT Asset
Management fees of $       , $       , $       , $       , $       and $       ,
respectively, for such accounting services.
    

EXPENSES OF THE FUNDS
   
Each  Fund pays all expenses not assumed  by LGT Asset Management, GT Global and
other agents. These expenses include, in addition to the advisory, distribution,
transfer agency,  pricing and  accounting 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. Certain of
these expenses, such as custodial fees  and brokerage fees generally are  higher
for non-U.S. securities. 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. The ratio of each Fund's, other  than
America Fund's, expenses to its relative net assets can be expected to be higher
than  the expense ratios of funds investing solely in domestic securities, since
the cost  of maintaining  the custody  of  foreign securities  and the  rate  of
investment  management  fees paid  by each  Fund generally  are higher  than the
comparable expenses of such other funds.
    

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

                              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.
    

The Funds' portfolio securities and other assets are valued as follows:

   
Equity  securities, including  ADRs, ADSs  and EDRs,  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 LGT Asset Management to be the primary market.
    

   
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
LGT  Asset  Management 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, securities and currencies purchased by the Funds 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,  unless a quotation from only one  dealer
is  available, in which case, only that dealer's price will be used, in the case
of   OTC   options.   The   value   of   each   security   denominated   in    a
    

                  Statement of Additional Information Page 24
<PAGE>
                             GT GLOBAL EQUITY FUNDS
   
currency  other than U.S.  dollars will be  translated into U.S.  dollars at the
prevailing exchange rate as determined by LGT Asset Management on that day. When
market quotations for futures and options on futures held by a Fund are  readily
available, those positions will be valued based upon such quotations.
    

   
Securities  and  other  assets  for  which  market  quotations  are  not readily
available (including restricted securities that are subject to limitations as to
their value) are valued at  fair value as determined in  good faith by or  under
the  direction  of the  Company's 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 Fund 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. 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.

Any assets or liabilities initially expressed in terms of foreign currencies are
translated into U.S. dollars at the official exchange rate or, alternatively, at
the mean of the current bid and asked prices of such currencies against the U.S.
dollar  last quoted by a major bank that is a regular participant in the foreign
exchange market or on the basis of a pricing service that takes into account the
quotes provided by a number of such  major banks. If none of these  alternatives
are  available  or  none  are  deemed  to  provide  a  suitable  methodology for
converting a foreign currency into U.S. dollars, the Board of Trustees, in  good
faith, will establish a conversion rate for such currency.

   
European, Far Eastern or Latin American securities trading may not take place on
all  days on which  the NYSE is  open. Further, trading  takes place in Japanese
markets on certain Saturdays and in various foreign markets on days on which the
NYSE is not open. In addition, trading in securities on European and Far Eastern
securities exchanges  and OTC  markets generally  is completed  well before  the
close  of the  business day  in New York.  Consequently, the  calculation of the
Funds'  net  asset  values  may  not  take  place  contemporaneously  with   the
determination  of the prices  of securities held by  the Funds. 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  LGT Asset Management, under the supervision
of the Company's Board of Trustees,  determines that the particular event  would
materially  affect net asset value. As a result, a Fund's net asset value may be
significantly affected by such trading on days when a shareholder has no  access
to the Fund.
    

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

                         INFORMATION RELATING TO SALES
                                AND REDEMPTIONS

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

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

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

The  Funds  reserve the  right  at any  time to  waive  or increase  the minimum
requirements applicable to initial or subsequent investments with respect to any
person or class of persons. An order to purchase shares is not binding on a Fund
until it has

                  Statement of Additional Information Page 25
<PAGE>
                             GT GLOBAL EQUITY FUNDS
been confirmed in writing by the Transfer Agent (or other arrangements made with
the Fund, in the case of orders  utilizing wire transfer of funds, as  described
above)  and payment  has been  received. To  protect existing  shareholders, the
Funds reserve the  right to reject  any offer for  a purchase of  shares by  any
individual.

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

EXCHANGES BETWEEN FUNDS
   
Shares of a Fund may  be exchanged for shares of  other GT 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 GT 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 GT 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.

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

REDEMPTIONS IN KIND
It  is possible  that conditions  may arise  in the  future which  would, in the
opinion of the Company's Board  of Trustees, make it  undesirable for a Fund  to
pay  for all redemptions in cash. In such cases, 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 delivered in payment of redemptions 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.+

                  Statement of Additional Information Page 26
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                                     TAXES

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

GENERAL
Each Fund is treated as a  separate corporation for federal income purposes.  In
order  to continue  to qualify for  treatment as a  regulated investment company
("RIC") under the Internal Revenue Code of 1986, as amended ("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,  net short-term capital gain and net gains from certain foreign currency
transactions) ("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  foreign
currencies, or other income  (including gains from  options, Futures or  Forward
Contracts)  derived with respect  to its business of  investing in securities or
those currencies ("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  of  the following,  that  were  held for  less  than  three
months--options  or Futures (other than those on foreign currencies), or foreign
currencies (or  options, Futures  or  Forward Contracts  thereon) 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.

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  from   U.S.
corporations.  However,  dividends  received  by  a  corporate  shareholder  and
deducted  by  it  pursuant  to  the  dividends-received  deduction  are  subject
indirectly to the alternative minimum tax.

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

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.

FOREIGN TAXES
Dividends  and interest received by a Fund may be subject to income, withholding
or other taxes imposed by foreign countries  that would reduce the yield on  its
securities.  Tax conventions between certain countries and the United States may
reduce or eliminate these foreign taxes, however, and many foreign countries  do
not  impose  taxes  on  capital  gains  in  respect  of  investments  by foreign
investors. If more than 50% of the value  of a Fund's total assets at the  close
of  its taxable  year consists of  securities of foreign  corporations, the Fund
will be eligible to, and may, file an election with the Internal Revenue Service
that will enable  its shareholders,  in effect, to  receive the  benefit of  the
foreign tax credit with respect to any foreign income taxes paid by it. Pursuant
to  the  election,  a Fund  will  treat those  taxes  as dividends  paid  to its
shareholders and  each shareholder  will be  required to  (1) include  in  gross
income, and treat as paid by him, his

                  Statement of Additional Information Page 27
<PAGE>
                             GT GLOBAL EQUITY FUNDS
proportionate  share of those taxes,  (2) treat his share  of those taxes and of
any dividend paid by the Fund that represents income from foreign sources as his
own income from those sources,  and (3) either deduct  the taxes deemed paid  by
him  in  computing  his  taxable income  or,  alternatively,  use  the foregoing
information in calculating  the foreign  tax credit against  his federal  income
tax.  Each Fund will report to its  shareholders shortly after each taxable year
their respective shares of the Fund's income from sources within, and taxes paid
to, foreign countries if it makes this election.

PASSIVE FOREIGN INVESTMENT COMPANIES
Each Fund (other  than the America  Fund) may  invest in the  stock of  "passive
foreign  investment companies" ("PFICs"). A PFIC  is a foreign corporation that,
in general, meets either of the following  tests: (1) at least 75% of its  gross
income  is passive or (2) an  average of at least 50%  of its assets produce, or
are held for the production of,  passive income. Under certain circumstances,  a
Fund  will  be  subject  to federal  income  tax  on a  portion  of  any "excess
distribution" received on, or of any gain  from disposition of, stock of a  PFIC
(collectively   "PFIC  income"),  plus  interest   thereon,  even  if  the  Fund
distributes the  PFIC income  as a  taxable dividend  to its  shareholders.  The
balance  of the PFIC  income will be  included in the  Fund's investment company
taxable income and, accordingly, will not be  taxable to the Fund to the  extent
that income is distributed to its shareholders.

If  a  Fund invests  in a  PFIC and  elects to  treat the  PFIC as  a "qualified
electing fund"  ("QEF"),  then  in  lieu  of  the  foregoing  tax  and  interest
obligation,  the Fund will  be required to  include in income  each year its pro
rata share  of the  QEF's annual  ordinary earnings  and net  capital gain  (the
excess  of net long-term capital gain over net short-term capital loss) -- which
most likely would have to be distributed to satisfy the Distribution Requirement
and to avoid imposition  of the Excise  Tax -- even if  those earnings and  gain
were  not received by the Fund. In most instances, it will be very difficult, if
not impossible, to make this election because of certain requirements thereof.

   
Pursuant to proposed  regulations, open-end RICs,  such as the  Funds, would  be
entitled   to  elect   to  "mark-to-market"   their  stock   in  certain  PFICs.
"Marking-to-market," in this context, means recognizing as gain for each taxable
year the excess, as of the  end of that year, of  the fair market value of  each
such   PFIC's  stock   over  the  adjusted   basis  in   that  stock  (including
mark-to-market gain for each prior year for which an election was in effect).
    

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, FUTURES AND FOREIGN CURRENCY TRANSACTIONS
   
The  use  of  hedging transactions,  such  as selling  (writing)  and purchasing
options and  Futures Contracts  and entering  into Forward  Contracts,  involves
complex  rules  that  will  determine,  for  federal  income  tax  purposes, the
character and timing of recognition of the  gains and losses a Fund realizes  in
connection  therewith. Gains from foreign  currencies (except certain gains that
may be  excluded by  future  regulations), and  gains  from the  disposition  of
options,  Futures and Forward  Contracts derived by  a Fund with  respect to its
business of  investing in  securities  or foreign  currencies, will  qualify  as
permissible  income  under  the  Income Requirement.  However,  income  from the
disposition by  a Fund  of options  and  Futures (other  than those  on  foreign
currencies)  will be subject to the Short-Short  Limitation if they are held for
less than  three  months. Income  from  the disposition  by  a Fund  of  foreign
currencies,  and options, Futures  and Forward Contracts  on foreign currencies,
that are not directly related to  the Fund'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 Fund 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  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
Fund  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 Fund may be forced to defer the closing out of certain options,
Futures, Forward Contracts or foreign currency positions beyond the time when it
otherwise would be advantageous to do so,  in order for the Fund to continue  to
qualify as a RIC.
    

                  Statement of Additional Information Page 28
<PAGE>
                             GT GLOBAL EQUITY FUNDS

   
Futures  and Forward  Contracts 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 Fund 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. Section 988 of  the
Code also may apply to gains and losses from transactions in foreign currencies,
foreign-currency-denominated  debt securities  and options,  Futures and Forward
Contracts on foreign currencies  ("Section 988" gains  or losses). Each  Section
988 gain or loss generally is computed separately and treated as ordinary income
or  loss.  In  the  case  of overlap  between  Sections  1256  and  988, special
provisions determine the character and timing of any income, gain or loss.  Each
Fund  attempts to monitor  section 988 transactions to  minimize any adverse tax
impact.
    

   
The foregoing  is a  general  and abbreviated  summary  of certain  federal  tax
considerations  affecting the Funds and  their shareholders. 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.
    

                  Statement of Additional Information Page 29
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                             ADDITIONAL INFORMATION

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

   
LIECHTENSTEIN GLOBAL TRUST
    
   
Liechtenstein Global Trust,  formerly BIL  GT Group,  is composed  of LGT  Asset
Management  and  its worldwide  affiliates.  Other worldwide  affiliates  of the
Liechtenstein Global Trust include LGT  Bank in Liechtenstein, formerly Bank  in
Liechtenstein,  an international financial services institution founded in 1920.
LGT Bank in  Liechtenstein has  principal offices in  Vaduz, Liechtenstein.  Its
subsidiaries  currently include  LGT Bank  in Liechtenstein  (Deutschland) GmbH,
formerly Bank in Liechtenstein  (Frankfurt) GmbH, and  LGT Asset Management  AG,
formerly Bilfinanz und Verwaltung AG, located in Zurich, Switzerland.
    

   
Worldwide   asset  management  affiliates  also   currently  include  LGT  Asset
Management PLC, formerly  G.T. Management  PLC in London;  LGT Asset  Management
Ltd.,  formerly G.T. Management  (Asia) Ltd. in Hong  Kong; LGT Investment Trust
Management Ltd., formerly G.T. Management (Japan) in Tokyo; LGT Asset Management
Pte. Ltd., formerly G.T. Management (Singapore) PTE Ltd. in Singapore; LGT Asset
Management Ltd. formerly G.T.  Management (Australia) Ltd.,  in Sydney; and  LGT
Asset Management GmbH, formerly BIL Asset Management GmbH, in Frankfurt.
    

CUSTODIAN
State  Street  Bank and  Trust Company  ("State  Street"), 225  Franklin Street,
Boston, Massachusetts  02110, acts  as  custodian of  the Funds'  assets.  State
Street  is  authorized to  establish and  has  established separate  accounts in
foreign currencies and to cause securities of the Company to be held in separate
accounts outside the United States in the custody of non-U.S. banks.

INDEPENDENT ACCOUNTANTS
The Company's  and the  Funds' 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 included  in this Statement of
Additional Information  have been  examined  by Coopers  & Lybrand,  L.L.P.,  as
stated  in their opinion appearing herein and are included in reliance upon such
opinion given  upon the  authority of  said firm  as experts  in accounting  and
auditing.

USE OF NAME
   
LGT  Asset Management has granted the Company the  right to use the "GT" and "GT
Global" names and has reserved the right  to withdraw its consent to the use  of
such  names by the Company and/or any of the  Funds at any time, or to grant the
use of such names to any other company.
    

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

                  Statement of Additional Information Page 30
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                               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 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) to the  (n)th power = EV.  The following assumptions will  be
reflected in computations made in accordance with this formula: (1) reinvestment
of dividends and other distributions at net asset value on the reinvestment date
determined  by the Board; and (2) a complete redemption at the end of any period
illustrated.
    

   
The Standardized Returns of the Funds' Advisor Class shares, stated as aggregate
total returns,  for the  period June  1, 1995  (commencement of  operations)  to
December 31, 1995 were as follows:
    

   
  AMERICA FUND:    %
    

   
  EUROPE FUND:    %
    

   
  INTERNATIONAL FUND:    %
    

   
  JAPAN FUND:    %
    

   
  PACIFIC FUND:    %
    

   
  WORLDWIDE FUND:    %
    

   
Performance  of the Funds is historical and does not necessarily indicate future
results. The Funds operated in prior periods under different investment policies
and limitations including  different Primary  Investment Areas.  For example  in
January,  1994  Japan was  eliminated from  the Primary  Investment Area  of the
Pacific Fund.  In  addition, in  July,  1995,  the percentage  of  total  assets
normally  invested in a Fund's  Primary Investment Area was  changed from 80% to
65%. Such policies, limitations and Primary  Investment Areas may change in  the
future.
    

   
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. The  Non-Standardized Returns  for the  Funds'
Advisor  Class shares, quoted  as aggregate total returns,  for the periods from
commencement of operations through December 31, 1995, were as follows:
    

   
<TABLE>
<S>                                                                                      <C>         <C>
America Fund:                                                                                     %
Europe Fund:                                                                                      %
International Fund:                                                                               %
Japan Fund:                                                                                       %
New Pacific Fund:                                                                                 %
Worldwide Fund:                                                                                   %
</TABLE>
    

   
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.
    

   
IMPORTANT POINTS TO NOTE ABOUT DATA RELATING TO WORLD EQUITY AND BOND MARKETS
    

   
Each Fund  and  GT  Global  may  from time  to  time  in  advertisements,  sales
literature  and reports furnished to present or prospective shareholders compare
the Fund with, but not limited to, the following:
    

        (1) The Salomon Brothers Non-U.S. Dollars Indices, which are measures of
    the total return  performance of  high quality  non-U.S. dollar  denominated
    securities in major sectors of the worldwide bond markets.

                  Statement of Additional Information Page 31
<PAGE>
                             GT GLOBAL EQUITY FUNDS

   
        (2)  The  Lehman Brothers  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).
    

        (3)  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.

   
        (4)  Data  and  mutual fund  rankings  published or  prepared  by Lipper
    Analytical  Data  Services,  Inc.  ("Lipper"),  CDA/Wiesenberger  Investment
    Companies  Service  ("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.
    

        (5) Bear  Stearns  Foreign Bond  Index,  which provides  simple  average
    returns  for individual countries and GNP-weighted index, beginning in 1975.
    The returns are broken down by local market and currency.

        (6) Ibbottson  Associates International  Bond  Index, which  provides  a
    detailed breakdown of local market and currency returns since 1960.

        (7)  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.

        (8) 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.

        (9) Dow Jones Industrial Average.

       (10) CNBC/Financial News Composite Index.

       (11) Morgan Stanley Capital International World Indices, including, among
    others, the Morgan Stanley Capital International Europe, Australia, Far East
    Index ("EAFE Index").  The EAFE  index is an  unmanaged index  of more  than
    1,000 companies of Europe, Australia and the Far East.

       (12)  Salomon Brothers World  Government Bond Index  and Salomon Brothers
    World Government Bond Index-Non-U.S. are  each a widely used index  composed
    of world government bonds.

       (13) The World Bank Publication of Trends in Developing Countries (TIDE).
    TIDE  provides brief reports on most  of the World Bank's borrowing members.
    The World Development Report is published  annually and looks at global  and
    regional   economic  trends  and  their   implications  for  the  developing
    economies.

       (14) Salomon  Brothers Global  Telecommunications  Index is  composed  of
    telecommunications companies in the developing and emerging countries.

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

       (16)  International  Financial  Statistics,  which  is  produced  by  the
    International Monetary Fund.

       (17) Various publications and annual reports, produced by the World  Bank
    and its affiliates.

                  Statement of Additional Information Page 32
<PAGE>
                             GT GLOBAL EQUITY FUNDS

       (18)  Various publications from the International Bank for Reconstruction
    and Development.

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

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

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

       (22)  International Finance Corporation (IFC)  Emerging Markets Data Base
    which provides detailed statistics on  stock and bond markets in  developing
    countries.

       (23)  Various publications from the Organization for Economic Cooperation
    and Development (OECD).

   
       (24) Average of  Savings Accounts,  which is a  measure of  all kinds  of
    savings deposits, including longer-term certificates. 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
various  financial  organizations,  such  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,  GT 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.
    

   
Information   relating  to   foreign  market   performance,  capitalization  and
diversification 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  GT  Global.  The authors  and  publishers of  such  material are  not  to be
considered as "experts" under the Securities Act of 1933, as amended, on account
of the inclusion of such information herein.
    

   
GT 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 investing in securities on a global basis. 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 relevant indices. 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.,
LGT  Asset Management, 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 certain
indices relate only to  government bonds. Each of  these factors will cause  the
performance of each Fund to differ from relevant indices.
    

   
From  time  to  time,  each Fund  and  GT  Global  may refer  to  the  number of
shareholders in the  Funds or  the aggregate number  of shareholders  in all  GT
Global  Mutual Funds or the dollar amount of each Fund's assets under management
in advertising materials.
    

   
GT 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. GT  Global may provide information designed  to
help individuals understand their investment goals and explore various financial
strategies. For example, GT 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,  GT Global  may  refer to  or advertise  the names  of  such
companies,  or their  products although  there can be  no assurance  that any GT
Global Mutual Fund may own the securities of these companies.
    

                  Statement of Additional Information Page 33
<PAGE>
                             GT GLOBAL EQUITY FUNDS

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.

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

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

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

   
Each  Fund  may be  available  for purchase  through  retirement plans  or other
programs offering deferral of 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 GT Global Mutual  Funds through various retirement 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 plans  may  produce  returns superior  to  comparable  non-retirement
investments.  In sales material  and advertisements, the  Funds may also discuss
these plans, which include:
    

   
INDIVIDUAL RETIREMENT ACCOUNTS (IRAS): Any individual who receives earned income
from employment (including self-employment) can  contribute up to $2,000 (or  if
less, 100% of compensation) each year to an IRA. 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  plans
("SEPs"   or   "SEP-IRA")  and   salary-reduction  SEPs   provide  self-employed
individuals (and any  eligible employees)  with benefits  similar to  Keogh-type
plans  or Code Section 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.

                  Statement of Additional Information Page 34
<PAGE>
                             GT GLOBAL EQUITY FUNDS

   
PROFIT-SHARING (INCLUDING  CODE  SECTION  401(K))  AND  MONEY  PURCHASE  PENSION
PLANS:  Corporations can sponsor these  qualified defined contribution plans for
their employees. A  Code Section  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).
    

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

   
From time to time,  the Funds and  GT Global will  quote certain data  regarding
industries,  individual countries, regions, world  stock exchanges, and economic
and demographic statistics from sources GT Global deems reliable, including  but
not  limited to, the economic and financial data of such financial organizations
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.

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

 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.

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

 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, industry or  market: International Finance
    Corporation, GT 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, technology, other
    basic infrastructure, financial services, health care services and supplies,
    consumer products and services and telecommunications equipment and services
    (sources of such information may include,  but would not be limited to,  The
    World Bank, OECD, IMF, Bloomberg and Datastream).
    

   
17) Standard  deviation and performance returns for U.S. and non-U.S. equity and
    bond markets: Morgan Stanley Capital International.
    

   
18) Countries restructuring their debt, including those under the Brady Plan: GT
    Capital Management, Inc.
    

   
19) Political and economic structure of countries: Economist Intelligence Unit.
    

   
20) Government and  corporate bonds  -- credit  ratings, yield  to maturity  and
    performance returns: Salomon Brothers, Inc.
    

   
21) Dividend yields for U.S. and non-U.S. companies: Bloomberg.
    

   
From  time  to  time, GT  Global  may  include in  its  advertisement  and sales
material, information about privatization which is an economic process involving
the sale of state-owned companies to the private sector.
    

   
In advertising and sales materials, GT  Global may make reference to or  discuss
its products, services and accomplishments. Among these accomplishments are that
in  1983 GT 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  LGT  Investment Trust  Management  Ltd. (Japan)  as  one of  the first
foreign  discretionary  investment   managers  for   Japanese  investors.   Such
    

                  Statement of Additional Information Page 35
<PAGE>
                             GT GLOBAL EQUITY FUNDS
   
accomplishments, however, should not be viewed as an endorsement of GT 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 GT Global provide any
assurance that  the  GT  Global  Mutual Fund's  investment  objectives  will  be
achieved.
    

   
THE GT ADVANTAGE
    
   
LGT  Asset Management has developed  a unique team approach  to its global money
management which  we  call  the  GT  Advantage.  LGT  Asset  Management's  money
management  style combines the best of the "top-down" and "bottom-up" investment
manager  strategies.  The  top-down  approach   is  implemented  by  LGT   Asset
Management's  Investment Policy Committee, which sets broad guidelines for asset
allocation  and  currency  management,  based  on  LGT  Asset  Management'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.
    

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

   
                          DESCRIPTION OF DEBT RATINGS
    

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

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

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

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

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

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

   
        Prime-2. Issuers (or supporting institutions) assigned this rating  have
    a  strong ability  for repayment of  short-term debt  obligations. This will
    normally be evidenced by  mny of the chargacteristics  cited above but to  a
    lesser degree. Earnings trends and coverage ratios, while sound, may 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.  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.
    

                  Statement of Additional Information Page 36
<PAGE>
                             GT GLOBAL EQUITY FUNDS

   
        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.

        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.

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

                              FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------
   
The audited financial statements of each Fund at December 31, 1995 appear on the
following pages.
    

                  Statement of Additional Information Page 37
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                                     NOTES

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

                  Statement of Additional Information Page 38
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                                     NOTES

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

                  Statement of Additional Information Page 39
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                                     NOTES

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

                  Statement of Additional Information Page 40
<PAGE>
                             GT GLOBAL EQUITY FUNDS

                                     NOTES

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

                  Statement of Additional Information Page 41
<PAGE>
                             GT GLOBAL EQUITY FUNDS

   
                             GT GLOBAL MUTUAL FUNDS
    

   
  GT GLOBAL OFFERS A BROAD RANGE OF MUTUAL FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS.  FOR MORE INFORMATION AND  A PROSPECTUS ON ANY  OF THE GT GLOBAL
  MUTUAL FUNDS, PLEASE  CONTACT YOUR  INVESTMENT COUNSELOR OR  CALL GT  GLOBAL
  DIRECTLY AT 1-800-824-1580.
    

GROWTH FUNDS

/ / GLOBALLY DIVERSIFIED FUNDS

   
GT GLOBAL WORLDWIDE GROWTH FUND
    
Invests around the world, including the U.S.

   
GT GLOBAL INTERNATIONAL GROWTH FUND
    
Provides portfolio diversity by investing outside
the U.S.

   
GT GLOBAL EMERGING MARKETS FUND
    
Gives access to the growth potential of developing economies

/ / GLOBAL THEME FUNDS

   
GT GLOBAL HEALTH CARE FUND
    
Invests in growing health care industries worldwide

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

   
GT GLOBAL INFRASTRUCTURE FUND
    
Seeks companies that build, improve or maintain a country's infrastructure

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

   
GT GLOBAL NATURAL RESOURCES FUND
    
Concentrates on companies that own, explore or develop natural resources

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

/ / REGIONALLY DIVERSIFIED FUNDS

   
GT GLOBAL NEW PACIFIC GROWTH FUND
    
Offers access to the emerging and established markets of the Pacific Rim,
excluding Japan

   
GT GLOBAL EUROPE GROWTH FUND
    
Focuses on investment opportunities in the new, unified Europe

   
GT GLOBAL LATIN AMERICA GROWTH FUND
    
Invests in the emerging markets of Latin America

/ / SINGLE COUNTRY FUNDS

   
GT GLOBAL AMERICA SMALL CAP GROWTH FUND
    
   
Invests in equity securities of small U.S. companies
    

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

   
GT GLOBAL AMERICA VALUE FUND
    
   
Concentrates on large cap equity securities of U.S. companies believed to be
undervalued
    

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

GROWTH AND INCOME FUND

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

INCOME FUNDS

   
GT GLOBAL GOVERNMENT INCOME FUND
    
Earns monthly income from global government securities

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

   
GT GLOBAL HIGH INCOME FUND
    
Invests in debt securities in emerging markets

MONEY MARKET FUND

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

[LOGO]

   
  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,  LGT  ASSET
  MANAGEMENT,  INC. OR GT GLOBAL, 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.
    

   
                                                                      EQUSX601MC
    
<PAGE>
   
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT 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

   
                                 April 29, 1996
    

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

   
This  Statement of  Additional Information  relates to the  Class A  and Class B
shares of GT  Global America Small  Cap Growth  Fund ("Small Cap  Fund") and  GT
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   Growth  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 April  29, 1996,  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.
    

   
LGT  Asset Management, Inc. ("LGT Asset  Management") serves as each Portfolio's
investment manager and administrator. The distributor of the shares of each Fund
is GT  Global,  Inc. ("GT  Global").  The Funds'  transfer  agent is  GT  Global
Investor Services, Inc. ("GT 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....................................................................................      15
Trustees and Executive Officers........................................................................................      16
Management.............................................................................................................      18
Valuation of Shares....................................................................................................      20
Information Relating to Sales and Redemptions..........................................................................      21
Taxes..................................................................................................................      23
Additional Information.................................................................................................      25
Investment Results.....................................................................................................      26
Description of Debt Ratings............................................................................................      31
Financial Statements...................................................................................................      33
</TABLE>
    

[LOGO]

   
                   Statement of Additional Information Page 1
    
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

                             INVESTMENT OBJECTIVES
                                  AND POLICIES

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

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

INVESTMENTS IN OTHER INVESTMENT COMPANIES
   
The Portfolios may invest in  the securities of closed-end investment  companies
within  the limits  of the  Investment Company  Act of  1940, as  amended ("1940
Act"). These limitations currently provide that, in general, each Portfolio  may
purchase  shares of a  closed-end investment company unless  (a) such a purchase
would cause a  Portfolio to own  more than  3% of the  total outstanding  voting
stock  of the investment company or (b)  such a purchase would cause a Portfolio
to have more than 5%  of its assets invested in  the investment company or  more
than  10%  of  its  assets  invested in  an  aggregate  of  all  such investment
companies. Investment  in  investment  companies  may  involve  the  payment  of
substantial  premiums above the  value of such  companies' portfolio securities.
The Portfolios do  not intend to  invest in  such vehicles or  funds unless  LGT
Asset  Management  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.
    

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

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

   
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.  LGT
Asset  Management reviews and monitors the creditworthiness of such institutions
under  the  general  supervision  of  Growth  Portfolio's  Board.  There  is  no
limitation  on  the amount  of the  Portfolios'  assets that  may be  subject to
repurchase agreements at any  given time. The Portfolios  will not enter into  a
repurchase  agreement with a maturity  of more than seven  days if, as a result,
more than  15%  of the  value  of  its net  assets  would be  invested  in  such
repurchase agreements and other illiquid investments.
    

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

Each  Portfolio's  fundamental investment  limitations  permit the  Portfolio to
borrow money  for leveraging  purposes. Each  Portfolio, however,  currently  is
prohibited,  pursuant  to a  non-fundamental  investment policy,  from borrowing
money in order to purchase securities. Nevertheless, this policy may be  changed
in the future by Growth Portfolio's Board of

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

   
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  certificates  or  other  securities
together with a commitment (for which a Portfolio may receive a fee) to purchase
similar, but not  identical, securities at  a future date.  Each Portfolio  will
maintain,  in  a  segregated account  with  a custodian,  cash,  U.S. government
securities or other liquid, high grade  debt securities in an amount  sufficient
to  cover  its  obligations  under "roll"  transactions  and  reverse repurchase
agreements  with  broker/dealers.  No   segregation  is  required  for   reverse
repurchase agreements with banks.
    

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                              OPTIONS AND FUTURES

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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 LGT Asset
    Management's ability to predict movements of the overall securities markets,
    which requires different  skills than  predicting changes in  the prices  of
    individual  securities. While LGT Asset Management 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 LGT  Asset Management 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

                   Statement of Additional Information Page 4
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
    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.

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 LGT
Asset Management, 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, LGT Asset Management 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.

                   Statement of Additional Information Page 5
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

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.

   
A  Portfolio generally would write put  options in circumstances where LGT Asset
Management 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 greater 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 LGT
Asset Management 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

                   Statement of Additional Information Page 6
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
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  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 an average of the
last bid prices obtained from dealers unless a quotation from only one dealer is
available in which case only  that dealer's price will be  used. 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, set aside  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

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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 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.

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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 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

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                          GT GLOBAL AMERICA VALUE FUND
being  subject  to  further  calls.  These  liquidations  could  increase  price
volatility  of the instruments and distort the normal price relationship between
the Futures or options and the  investments being hedged. Also, because  initial
margin  deposit requirements in the Futures  market are less onerous than margin
requirements in the securities markets,  there might be increased  participation
by  speculators  in the  Futures markets.  This  participation also  might cause
temporary price distortions. In  addition, activities of  large traders in  both
the  Futures and securities  markets involving arbitrage,  "program trading" and
other investment strategies might result in temporary price distortions.

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.
    

   
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 otherwise set  aside, it  could affect  portfolio
management  or  the Portfolio's  ability to  meet  redemption requests  or other
current obligations.
    

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                                  RISK FACTORS

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

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

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

   
Illiquid  securities include those that are subject to restrictions contained in
the securities  laws of  other countries.  However, securities  that are  freely
marketable  in the country where  they are principally traded,  but would not be
freely marketable in the United States,  will not be considered illiquid.  Where
registration is required, a Portfolio may be obligated to pay all or part of the
registration  expenses and a considerable period  may elapse between the time of
the decision to  sell and  the time  the Portfolio may  be permitted  to sell  a
security  under an effective  registration statement. If,  during such a period,
adverse market conditions  were to develop,  the Portfolio might  obtain a  less
favorable price than prevailed when it decided to sell.
    

   
Not   all  restricted  securities   are  illiquid.  In   recent  years  a  large
institutional  market  has  developed  for  certain  securities  that  are   not
registered  under the Securities Act of 1933, as amended ("1933 Act"), including
private placements, repurchase agreements, commercial paper, foreign  securities
and corporate bonds and notes. These instruments are often restricted securities
because  the  securities are  sold in  transactions not  requiring registration.
Institutional investors generally will not seek to sell these instruments to the
general  public,  but  instead  will   often  depend  either  on  an   efficient
institutional market in which such unregistered securities can be readily resold
or  on an issuer's ability to honor  a demand for repayment. Therefore, the fact
that there are contractual or legal restrictions on resale to the general public
or certain institutions is not dispositive of the liquidity of such investments.
    

   
Rule 144A under the 1933 Act  establishes a "safe harbor" from the  registration
requirements  of the  1933 Act  for resales  of certain  securities to qualified
institutional buyers.  Institutional  markets  for  restricted  securities  have
developed  as a result of Rule 144A, providing both readily ascertainable values
for restricted securities and the ability to liquidate an investment to  satisfy
share redemption orders. Such markets include automated systems for the trading,
clearance  and  settlement of  unregistered securities  of domestic  and foreign
issuers, such as  the PORTAL  System sponsored  by the  National Association  of
Securities  Dealers,  Inc.  An insufficient  number  of  qualified institutional
buyers interested in purchasing Rule 144A-eligible restricted securities held by
a Portfolio, however, could affect adversely the marketability of such portfolio
securities and  the Portfolio  might be  unable to  dispose of  such  securities
promptly or at favorable prices.
    

   
With  respect to liquidity determinations generally, Growth Portfolio's Board of
Trustees has  the  ultimate  responsibility  for  determining  whether  specific
securities,  including restricted  securities eligible  for resale  to qualified
institutional buyers pursuant  to Rule 144A  under the 1933  Act, are liquid  or
illiquid.  The Board of Trustees has delegated the function of making day-to-day
determinations  of  liquidity  to  LGT  Asset  Management  in  accordance   with
procedures  approved by the Portfolio's Board  of Trustees. LGT Asset Management
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.) LGT Asset  Management monitors  the
liquidity   of  securities   in  each   Portfolio's  securities   portfolio  and
periodically  reports  such  determinations  to  Growth  Portfolio's  Board   of
Trustees.
    

   
RISKS  OF DEBT  SECURITIES. Each Portfolio  is permitted  to purchase investment
grade debt  securities.  In  selecting  securities  for  each  Fund,  LGT  Asset
Management  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
    

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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  LGT
Asset  Management  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.  LGT Asset Management 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.
    

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

                             INVESTMENT LIMITATIONS

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

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

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

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

   
Each Portfolio has adopted the  following fundamental investment limitations  as
fundamental  policies which (unless otherwise noted)  may not be changed without
approval by the affirmative vote  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, or  (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;

                  Statement of Additional Information Page 12
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

        (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
    LGT Asset Management to save brokerage costs or average prices among them is
    not deemed to result in a securities trading account);
    

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

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

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

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

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

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

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

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

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

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

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

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

A Portfolio will not knowingly  exercise rights or otherwise acquire  securities
when  to do so would  jeopardize the Portfolio's status under  the 1940 Act as a
diversified investment company.  If a  percentage restriction  on investment  or
utilization of

                  Statement of Additional Information Page 13
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
assets  in a  fundamental policy  or restriction  is adhered  to at  the time an
investment is made, a later change in percentage ownership of a security or kind
of securities resulting from changing market  values or a similar type of  event
will  not  be considered  a violation  of a  Portfolio's investment  policies or
restrictions. A  Portfolio  may  exchange  securities,  exercise  conversion  or
subscription rights, warrants, or other rights to purchase common stock or other
equity  securities and may hold,  except to the extent  limited by the 1940 Act,
any such securities  so acquired  without regard to  the Portfolio's  investment
policies  and restrictions. The original cost of the securities so acquired will
be included in any subsequent determination of a Portfolio's compliance with the
investment percentage limitations referred to above and in the Prospectus.

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

                  Statement of Additional Information Page 14
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

                      EXECUTION OF PORTFOLIO TRANSACTIONS

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

   
Subject  to policies  established by Growth  Portfolio's Board  of Trustees, LGT
Asset Management 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, LGT  Asset
Management  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 LGT Asset Management 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, LGT Asset Management may select
brokers  to execute the Portfolios' securities  transactions on the basis of the
research services they provide to LGT  Asset Management 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 LGT Asset Management
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 LGT Asset Management determines in
good faith that such commission is reasonable in terms either of that particular
transaction or  the  overall  responsibility  of LGT  Asset  Management  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.
    

   
LGT Asset Management 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 LGT Asset Management 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  LGT Asset Management  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, LGT  Asset Management may consider  a
broker/dealer's  sale of the shares  of the Funds and  the other funds for which
LGT Asset  Management  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 Liechtenstein Global Trust. 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  LGT Asset
Management believes it is appropriate to do so, without regard to the length  of
time  a particular security may have been held. The portfolio turnover rate will
not be a limiting factor when management deems portfolio changes appropriate.
    

                  Statement of Additional Information Page 15
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

Each  Portfolio  engages  in portfolio  trading  when LGT  Asset  Management 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,* 43                    Director of Liechtenstein Global Trust (holding company of the various international LGT
Trustee, Chairman of the Board and       companies) since 1990; President of the Asset Management Division, Liechtenstein Global
President                                Trust since 1995; Director and President of LGT Asset Management Holdings, Inc. since
50 California St.                        1998; Director and President of LGT Asset Management since 1989; Director of GT Global
San Francisco, CA 94111                  since 1987 and President of GT Global from 1987 to 1995; Director of GT Services since
                                         1990; President of GT Services from 1990 to 1995; Director of G.T. Global Insurance Agency
                                         (G.T. Insurance) since 1992, and President of G.T. Insurance from 1992 to 1995. Mr.
                                         Minella also is a director or trustee of each of the other investment companies registered
                                         under the 1940 Act that is managed or administered by LGT Asset Management.

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

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

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

                  Statement of Additional Information Page 16
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
<TABLE>
<CAPTION>
Name, Position(s) with the               Principal Occupations and Business
Company and Address                      Experience for Past 5 Years
- ---------------------------------------  ------------------------------------------------------------------------------------------
<S>                                      <C>
Ruth H. Quigley, 60                      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 LGT Asset Management.

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

Helge K. Lee, 49                         Senior Vice President, General Counsel and Secretary of LGT Asset Management, GT Global,
Vice President and Secretary             GT Insurance and GT Services since May, 1994. Mr. Lee was the Senior Vice President,
50 California Street                     General Counsel and Secretary of Strong/ Corneliuson Management, Inc. and Secretary of
San Francisco, CA 94111                  each of the Strong Funds 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                     Secretary of LGT Asset Management Holdings, Inc., LGT Asset Management, GT Global, GT
Assistant Secretary                      Services and G.T. Insurance since February 1996. From 1991, Assistant General Counsel of
50 California Street                     LGT Asset Management, LGT Asset Management Holdings, Inc., GT Global and GT Services. From
San Francisco, CA 94111                  1992 to 1996, Assistant General Counsel of G.T. Insurance. From 1989 to 1991, Mr. Guarino
                                         was an attorney at The Dreyfus Corporation.

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

James R. Tufts, 37                       President of GT Services since 1995; Senior Vice President -- Finance and Administration
Vice President and Chief Financial       of LGT Asset Management Holdings, Inc., LGT Asset Management, GT Global, G.T. Insurance
Officer                                  and GT Services since 1994. From 1990 to 1994, Mr. Tufts was Vice President -- Finance of
50 California Street                     LGT Asset Management Holdings, Inc., LGT Asset Management, GT Services and GT Global; Vice
San Francisco, CA 94111                  President -- Finance of G.T. Insurance from 1992 to 1994; and a Director of LGT Asset
                                         Management, GT Global and GT Services since 1991.

Kenneth W. Chancey, 50                   Vice President -- Mutual Fund Accounting of LGT Asset Management since 1992. Mr. Chancey
Vice President and Principal Accounting  was Vice President of Putnam Fiduciary Trust Company from 1989 to 1992.
Officer
50 California Street
San Francisco, CA 94111
</TABLE>

- --------------
 *   Mr. Minella is an "interested person" of the Company as defined by the 1940
     Act due to his affiliation with the GT companies.

   
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
    

                  Statement of Additional Information Page 17
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
are registered  investment  companies  managed by  LGT  Asset  Management.  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 LGT Asset Management. The Company pays each Trustee who is not a
director,  officer or employee of LGT Asset Management 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,  1995,  the  Company paid  Mr.  Anderson,  Mr.  Bayley,  Mr.
Patterson  and Ms. Quigley Trustee's fees and expense reimbursements of $      ,
$      , $      and $      , respectively. For the year ended December 31, 1995,
Mr. Anderson, Mr. Bayley, Mr. Patterson and Ms. Quigley, who are not  directors,
officers  or  employees  of  LGT Asset  Management  or  any  affiliated company,
received total compensation of $         , $         , $         and $         ,
respectively, from the 41 GT Global Mutual 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
LGT  Asset  Management  serves  as  each  Portfolio's  investment  manager   and
administrator   under  an  Investment  Management  and  Administration  Contract
("Portfolio  Management  Contract")  between   each  Portfolio  and  LGT   Asset
Management.  LGT Asset Management serves as  administrator to each Fund under an
administration  contract   between  the   Company  and   LGT  Asset   Management
("Administration  Contract"). The Administration Contract  will not be deemed an
advisory contract, as  defined under  the 1940  Act. As  investment manager  and
administrator,  LGT  Asset Management  makes all  investment decisions  for each
Portfolio  and,  as  administrator,  administers  each  Portfolio's  and  Fund's
affairs.  Among other  things, LGT Asset  Management 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 LGT
Asset Management 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  LGT
Asset  Management. Each Portfolio pays such fees  based on its average daily net
assets, computed daily and paid monthly, at the annualized rate of 0.475% on the
first $500 million,  0.45% on the  next $500  million, 0.425% on  the next  $500
million, and 0.40% on all amounts thereafter.

The Portfolio Management Contract may be renewed with respect to a Portfolio for
one-year terms, 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  provides that with respect to  each
Portfolio,  and the Administration  Contract provides that  with respect to each
Fund, either the Company, each Portfolio  or LGT Asset Management 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, LGT  Asset Management  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,

                  Statement of Additional Information Page 18
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
brokerage  commissions, the amortization of organizational expenses, payments of
distribution fees, in part, and  extraordinary expenses. In addition, LGT  Asset
Management  and GT 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.

For  the fiscal period October 18, 1995 (commencement of operations) to December
31, 1995,  the  Small  Cap  Portfolio  and the  Value  Portfolio  paid  fees  of
$               and $               , respectively, to LGT Asset Management. For
the same period, the  Small Cap Growth Fund  and Value Fund paid  administration
fees  of $                  and $                  ,  respectively, to LGT Asset
Management.

DISTRIBUTION SERVICES
Each Fund's Class  A and  Class B shares  are offered  continuously through  the
Funds'  principal underwriter  and distributor, GT  Global, on  a "best efforts"
basis pursuant to  separate Distribution  Contracts between the  Company and  GT
Global.  The  Distribution Contracts  were last  approved  with respect  to each
Fund's Class A and Class B shares by the Board of Trustees on June 20, 1995.

As described in the  Prospectus, the Company  has adopted separate  Distribution
Plans  with respect to each class of shares  of the Funds in accordance with the
provisions of Rule 12b-1 under the 1940 Act ("Class A Plan" and "Class B  Plan")
(collectively,  "Plans"). The rate of  payment by each Fund  under the Plans, as
described in the Prospectus,  may not be increased  without the approval of  the
majority  of the  outstanding voting  securities of  the affected  class of that
Fund. All expenses for which GT 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 GT
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, GT 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.

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

TRANSFER AGENCY AND ACCOUNTING SERVICES
GT  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.

   
For  the period  October 18, 1995  (commencement of operations)  to December 31,
1995, the  Small Cap  Fund and  Value Fund  paid LGT  Asset Management  fees  of
$              and $              , respectively, for such accounting services.
    

                  Statement of Additional Information Page 19
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

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

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

                              VALUATION OF SHARES

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

Each Portfolios securities and other assets are valued as follows:

   
Equity  securities, which are traded on stock  exchanges, are valued at the last
sale price on the exchange on which such securities are traded, as of the  close
of business on the day the securities are being valued or, lacking any sales, at
the  last available bid price. In cases where securities are traded on more than
one exchange, the securities are valued on the exchange determined by LGT  Asset
Management  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.
    

   
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
LGT  Asset  Management 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 (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. 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.

                  Statement of Additional Information Page 20
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

   
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 LGT Asset  Management,
under  the supervision of  the Company's Board of  Trustees, determines that the
particular event would materially affect net asset value. As a result, a  Fund's
net  asset value may  be significantly affected  by such trading  on days when a
shareholder has no access to the Fund.
    

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

                         INFORMATION RELATING TO SALES
                                AND REDEMPTIONS

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

PAYMENT AND TERMS OF OFFERING
Payment for 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 GT  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 GT Global  within 20 days after written request, the
appropriate number of escrowed shares will be redeemed and the proceeds paid  to
GT 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

                  Statement of Additional Information Page 21
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
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  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 GT Global.
    

EXCHANGES BETWEEN FUNDS
   
Shares of a Fund may  be exchanged for shares of  other GT 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 GT  Global Mutual  Funds. Class B
shares may be exchanged only for Class B shares of other GT 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 GT 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 22
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE 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.

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

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

                                     TAXES

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

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

                  Statement of Additional Information Page 23
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
the requirements to qualify as a RIC, each such Portfolio intends to conduct its
operations so that  its corresponding  Fund will be  able to  satisfy all  those
requirements.

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

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

OPTIONS AND FUTURES
   
The  use  of  hedging transactions,  such  as selling  (writing)  and purchasing
options and Futures,  involves complex  rules that will  determine, for  federal
income  tax purposes, the character  and timing of recognition  of the gains and
losses a Portfolio realizes in connection therewith. Gains from the  disposition
of  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

                  Statement of Additional Information Page 24
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
not  exceed the aggregate  dividends received by  a Fund (directly  or through a
Portfolio) from U.S.  corporations. However, dividends  received by a  corporate
shareholder  and deducted by it pursuant to the dividends-received deduction may
be subject indirectly to the alternative minimum tax.

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

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

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

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

                             ADDITIONAL INFORMATION

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

   
LIECHTENSTEIN GLOBAL TRUST
    
   
Liechtenstein Global Trust,  formerly BIL  GT Group,  is composed  of LGT  Asset
Management   and  its  worldwide  affiliates.   Other  worldwide  affiliates  of
Liechtenstein Global Trust include LGT  Bank in Liechtenstein, formerly Bank  in
Liechtenstein,  an international financial services institution founded in 1920.
LGT Bank in  Liechtenstein has  principal offices in  Vaduz, Liechtenstein.  Its
subsidiaries  currently include  LGT Bank  in Liechtenstein  (Deutschland) GmbH,
formerly Bank in Liechtenstein  (Frankfurt) GmbH, and  LGT Asset Management  AG,
formerly Bilfinanz und Verwaltung AG, in Zurich, Switzerland.
    

   
Worldwide   asset  management  affiliates  also   currently  include  LGT  Asset
Management PLC, formerly  G.T. Management  PLC in London;  LGT Asset  Management
Ltd.,  formerly G.T. Management  (Asia) Ltd. in Hong  Kong; LGT Investment Trust
Management Ltd., formerly G.T. Management (Japan) in Tokyo; LGT Asset Management
Pte. Ltd., formerly G.T. Management (Singapore) PTE Ltd. in Singapore; LGT Asset
Management Ltd., formerly G.T.  Management (Australia) Ltd.  in Sydney; and  LGT
Asset Management GmbH, formerly BIL Asset Management GmbH, located in Frankfurt.
    

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

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

USE OF NAME
   
LGT  Asset Management has granted the Company the  right to use the "GT" and "GT
Global" names and has reserved the right  to withdraw its consent to the use  of
such  names by the Company and/or any of the  Funds at any time, or to grant the
use of such names to any other company.
    

                  Statement of Additional Information Page 25
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

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

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

                               INVESTMENT RESULTS

- --------------------------------------------------------------------------------
   
A Fund's "Standardized  Return", as referred  to in the  Prospectus (see  "Other
Information  -- Performance Information"  in the Prospectus),  is calculated for
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)   reinvestment  of  dividends  and  other
distributions at net  asset value  on the  reinvestment date  determined by  the
Board; and (2) a complete redemption at the end of any period illustrated.
    

   
The Standardized Returns of the Fund's Advisor Class shares, stated as aggregate
total  return for  the period October  18, 1995 (commencement  of operations) to
December 31, 1995, were as follows:
    

   
<TABLE>
<S>                                                                                          <C>
Small Cap Fund                                                                                        %
Value Fund                                                                                            %
</TABLE>
    

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.

   
The  Non-Standardized  Returns  of the  Fund's  Advisor Class  shares  stated as
aggregate total  return  for  the  period  October  18,  1995  (commencement  of
operations) to December 31, 1995, were as follows:
    

   
<TABLE>
<S>                                                                                          <C>
Small Cap Fund                                                                                        %
Value Fund                                                                                            %
</TABLE>
    

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, GT Global  may make reference to or discuss
its products, services and accomplishments. Among these accomplishments are that
in 1983 GT 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 LGT  Investment Trust  Management  Ltd. (Japan)  as  one of  the  first
foreign   discretionary  investment   managers  for   Japanese  investors.  Such
accomplishments, however, should not be viewed as an endorsement of GT 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 GT Global provide  any
assurance  that  the  GT  Global Mutual  Funds'  investment  objectives  will be
achieved.
    

                  Statement of Additional Information Page 26
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

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

   
Each Fund  and  GT  Global  may  from time  to  time  in  advertisements,  sales
literature and reports furnished to present and prospective shareholders 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, 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
    Companies  Service  ("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.

        (7) CNBC/Financial News Composite Index.

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

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

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

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

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

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

                  Statement of Additional Information Page 27
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

   
Indices,  economic and  financial data prepared  by the  research departments of
various financial organizations such 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,  GT
Global   may  use   performance  rankings,   ratings  and   commentary  reported
periodically in national  financial publications, including  but not limited  to
Money Magazine, Smart Money, Global Finance, EuroMoney, Financial World, Forbes,
Fortune, Business Week, Latin Finance, the Wall Street Journal, Emerging Markets
Weekly,  Kiplinger's Guide To  Personal Finance, Barron's,  The Financial Times,
USA Today,  The New  York Times,  Far Eastern  Economic Review,  The  Economist,
Investors Business Daily, Congressional Quarterly and Investors Business Digest.
Each  Fund may compare its performance to  that of other compilations or indices
of comparable  quality to  those listed  above and  other indices  which may  be
developed and made available in the future.
    

   
From  time  to  time,  each Fund  and  GT  Global  may refer  to  the  number of
shareholders in the  Funds or  the aggregate number  of shareholders  in all  GT
Global  Mutual Funds or the dollar amount of each Fund's assets under management
in advertising materials.
    

   
GT 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. GT  Global may provide information designed  to
help individuals understand their investment goals and explore various financial
strategies. For example, GT 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,  GT Global  may  refer to  or advertise  the names  of  such
companies,  or their  products although  there can be  no assurance  that any GT
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.

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

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

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

   
Each  Fund  may be  available  for purchase  through  retirement plans  or other
programs offering deferral of 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 GT Global Mutual Funds through various retirement accounts and
plans  that  offer  deferral of  income  taxes  on investment  earnings  and may
    

                  Statement of Additional Information Page 28
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
   
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.  In sales  materials and  advertisements,
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 (or if
less, 100% of compensation) each year to an IRA. 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  plans
("SEPs"  or  "SEP-IRAs")   and  salary-reduction   SEPs  provide   self-employed
individuals  (and any  eligible employees)  with benefits  similar to Keogh-type
plans or Code Section 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  CODE  SECTION  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).
    

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

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

                  Statement of Additional Information Page 29
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

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, industry  or market: International  Finance
    Corporation,  GT 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, technology, other
    basic infrastructure, financial services, health care services and supplies,
    consumer products and services and telecommunications equipment and services
    (sources  of such information may include, but  would not be limited to, The
    World Bank, OECD, IMF, Bloomberg and Datastream).
    

   
17) Standard deviation and performance returns for U.S. and non-U.S. equity  and
    bond markets: Morgan Stanley Capital International.
    

   
18) Countries  restructuring their debt,  including those under  the Brady Plan:
    LGT Asset Management, Inc.
    

   
19) Political and economic structure of countries: Economist Intelligence Unit.
    

   
20) Government and  corporate bonds  -- credit  ratings, yield  to maturity  and
    performance returns: Salomon Brothers, Inc.
    

   
21) Dividend yields for U.S. and non-U.S. companies: Bloomberg.
    

   
IMPORTANT POINTS TO NOTE ABOUT DATA RELATING TO WORLD EQUITY AND BOND MARKETS
    
   
Information   relating  to   foreign  market   performance,  capitalization  and
diversification 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  GT  Global.  The authors  and  publishers of  such  material are  not  to be
considered as "experts" under the Securities Act of 1933, as amended, on account
of the inclusion of such information herein.
    

   
GT Global believes that this information may be useful to investors  considering
whether and to what extent to diversify their invesments through the purchase of
mutual  funds investing in securities  on a global basis.  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 relevant indices. 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.,
LGT  Asset Management, 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 certain
indices relate only to  government bonds. Each of  these factors will cause  the
performance of each Fund to differ from relevant indices.
    

   
THE GT ADVANTAGE
    
   
LGT  Asset Management has developed  a unique team approach  to its global money
management which  we  call  the  GT  Advantage.  LGT  Asset  Management's  money
management  style combines the best of the "top-down" and "bottom-up" investment
manager  strategies.  The  top-down  approach   is  implemented  by  LGT   Asset
Management's Global Investment Policy Committee, which sets broad guidelines for
asset  allocation and currency  management, based on  LGT Asset Management'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 30
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

                          DESCRIPTION OF DEBT RATINGS

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

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

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

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

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

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

   
Prime-2. Issuers (or supporting institutions) assigned this rating have a strong
ability  for repayment  of short-term  debt obligations.  This will  normally be
evidenced by mny  of the  characteristics cited above  but to  a lesser  degree.
Earnings  trends  and  coverage ratios,  while  sound,  may 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.  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 31
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT 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 32
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

                              FINANCIAL STATEMENTS

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

   
The  audited financial statements of GT Global America Small Cap Growth Fund and
GT Global America Value Fund at October 17, 1995 and for the period October  18,
1995  (commencement of operations) to December  31, 1995 appear on the following
pages.
    

                  Statement of Additional Information Page 33
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

                                     NOTES

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

                  Statement of Additional Information Page 34
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

                                     NOTES

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

                  Statement of Additional Information Page 35
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

                                     NOTES

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

                  Statement of Additional Information Page 36
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

   
                             GT GLOBAL MUTUAL FUNDS
    

   
  GT GLOBAL OFFERS A BROAD RANGE OF MUTUAL FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS.  FOR MORE INFORMATION AND  A PROSPECTUS ON ANY  OF THE GT GLOBAL
  MUTUAL FUNDS, PLEASE  CONTACT YOUR  INVESTMENT COUNSELOR OR  CALL GT  GLOBAL
  DIRECTLY AT 1-800-824-1580.
    

GROWTH FUNDS

/ / GLOBALLY DIVERSIFIED FUNDS

   
GT GLOBAL WORLDWIDE GROWTH FUND
    
Invests around the world, including the U.S.

   
GT GLOBAL INTERNATIONAL GROWTH FUND
    
Provides portfolio diversity by investing outside
the U.S.

   
GT GLOBAL EMERGING MARKETS FUND
    
Gives access to the growth potential of developing economies

/ / GLOBAL THEME FUNDS

   
GT GLOBAL HEALTH CARE FUND
    
Invests in growing health care industries worldwide

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

   
GT GLOBAL INFRASTRUCTURE FUND
    
Seeks companies that build, improve or maintain a country's infrastructure

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

   
GT GLOBAL NATURAL RESOURCES FUND
    
Concentrates on companies that own, explore or develop natural resources

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

/ / REGIONALLY DIVERSIFIED FUNDS

   
GT GLOBAL NEW PACIFIC GROWTH FUND
    
Offers access  to the  emerging  and established  markets  of the  Pacific  Rim,
excluding Japan

   
GT GLOBAL EUROPE GROWTH FUND
    
Focuses on investment opportunities in the new, unified Europe

   
GT GLOBAL LATIN AMERICA GROWTH FUND
    
Invests in the emerging markets of Latin America

/ / SINGLE COUNTRY FUNDS

   
GT GLOBAL AMERICA SMALL CAP GROWTH FUND
    
   
Invests in equity securities of small U.S. companies
    

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

   
GT GLOBAL AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    

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

GROWTH AND INCOME FUND

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

INCOME FUNDS

   
GT GLOBAL GOVERNMENT INCOME FUND
    
Earns monthly income from global government securities

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

   
GT GLOBAL HIGH INCOME FUND
    
Invests in debt securities in emerging markets

MONEY MARKET FUND

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

[LOGO]

   
  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,  LGT ASSET  MANAGEMENT, INC.  OR GT  GLOBAL, 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.
    

   
                                                                      AMESA601MC
    
<PAGE>
   
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND:
                         GT 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
                                April 29, 1996,
    

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

   
This  Statement of Additional Information relates to the Advisor Class shares of
GT Global America Small Cap Growth Fund ("Small Cap Fund") and GT 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 Growth 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 April  29, 1996,  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.
    

   
LGT  Asset Management, Inc. ("LGT Asset  Management") serves as each Portfolio's
investment manager and administrator. The distributor of the shares of each Fund
is GT  Global,  Inc. ("GT  Global").  The Funds'  transfer  agent is  GT  Global
Investor Services, Inc. ("GT Services" or "Transfer Agent").
    

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

                               TABLE OF CONTENTS

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

   
<TABLE>
<CAPTION>
                                                                                                                           Page No.
                                                                                                                           --------
<S>                                                                                                                        <C>
Investment Objectives and Policies.......................................................................................      2
Options and Futures......................................................................................................      4
Risk Factors.............................................................................................................     11
Investment Limitations...................................................................................................     13
Execution of Portfolio Transactions......................................................................................     15
Trustees and Executive Officers..........................................................................................     16
Management...............................................................................................................     19
Valuation of Shares......................................................................................................     20
Information Relating to Sales and Redemptions............................................................................     21
Taxes....................................................................................................................     22
Additional Information...................................................................................................     24
Investment Results.......................................................................................................     25
Description of Debt Ratings..............................................................................................     30
Financial Statements.....................................................................................................     32
</TABLE>
    

[LOGO]

                   Statement of Additional Information Page 1
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT 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 Growth Portfolio ("Small
Cap  Portfolio") and Value Portfolio, respectively,  each of which is a subtrust
(a "series") of  Growth Portfolio  (an open-end  management investment  company)
with  an investment  objective that  is identical  to that  of its corresponding
Fund. Whenever the phrase "all of  the Funds' investable assets" is used  herein
and in the Prospectus, it means that the only investment securities that will be
held  by a Fund will  be that Fund's interest  in its corresponding Portfolio. A
Fund may withdraw its investment in its corresponding Portfolio at any time,  if
the Board of Trustees of the Company determines that it is in the best interests
of  such Fund and its shareholders to do  so. Upon any such withdrawal, a Fund's
assets would be invested  in accordance with  the investment policies  described
below and in the Prospectus with respect to its corresponding Portfolio.
    

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

INVESTMENTS IN OTHER INVESTMENT COMPANIES
   
The Portfolios may invest in  the securities of closed-end investment  companies
within  the limits  of the  Investment Company  Act of  1940, as  amended ("1940
Act"). These limitations  currently provide  that, in part,  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  LGT
Asset  Management  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.
    

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

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

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

REPURCHASE AGREEMENTS
   
Each  Portfolio 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  LGT
Asset  Management to present minimal credit  risks in accordance with guidelines
approved by the Portfolios' Board of Trustees.
    

   
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. LGT
Asset Management reviews and monitors the creditworthiness of such  institutions
under  the  general  supervision  of  Growth  Portfolio's  Board.  There  is  no
limitation on  the amount  of the  Portfolios'  assets that  may be  subject  to
repurchase  agreements at any given  time. The Portfolios will  not enter into a
repurchase agreement with a maturity  of more than seven  days if, as a  result,
more  than  15%  of the  value  of its  net  assets  would be  invested  in such
repurchase agreements and other illiquid investments.
    

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

Each Portfolio's  fundamental investment  limitations  permit the  Portfolio  to
borrow  money  for leveraging  purposes. Each  Portfolio, however,  currently is
prohibited, pursuant  to a  non-fundamental  investment policy,  from  borrowing
money in

                   Statement of Additional Information Page 3
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
order  to purchase securities.  Nevertheless, this policy may  be changed in the
future by Growth Portfolio's  Board of Trustees. In  the event that a  Portfolio
employs leverage in the future, it would be subject to certain additional risks.
Use  of leverage creates an opportunity for  greater growth of capital but would
exaggerate any increases or decreases in a Portfolio's net asset value. When the
income and gains on securities purchased with the proceeds of borrowings  exceed
the  costs of such  borrowings, a Portfolio's  earnings or net  asset value will
increase faster than otherwise would be the case; conversely, if such income and
gains fail to exceed such costs, a Portfolio's earnings or net asset value would
decline faster than would otherwise be the case.

   
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  certificates  or  other  securities
together with a commitment (for which a Portfolio may receive a fee) to purchase
similar,  but not  identical, securities at  a future date.  Each Portfolio will
maintain, in  a  segregated account  with  a custodian,  cash,  U.S.  government
securities  or other liquid, high grade  debt securities in an amount sufficient
to cover  its  obligations  under "roll"  transactions  and  reverse  repurchase
agreements   with  broker/dealers.  No  segregation   is  required  for  reverse
repurchase agreements with banks.
    

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

                              OPTIONS AND FUTURES

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

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

   
        (1) Successful use of most of  these instruments depends upon LGT  Asset
    Management's ability to predict movements of the overall securities markets,
    which  requires different  skills than predicting  changes in  the prices of
    individual securities. While LGT Asset Management 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 LGT Asset  Management 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

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    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.

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 LGT
Asset Management, 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, LGT Asset Management 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.

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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.

   
A  Portfolio generally would write put  options in circumstances where LGT Asset
Management 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 greater 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 LGT
Asset Management deems it desirable to continue to hold the security because  of
tax  considerations. The  premium paid  for the  put option  and any transaction
costs would  reduce any  profit otherwise  available for  distribution when  the
security eventually is sold.
    

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

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

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

Each  Portfolio also may purchase call  options on underlying securities it owns
in order to protect unrealized gains on call options previously written by it. A
call option could be purchased for this purpose where tax considerations make it
inadvisable to realize such gains  through a closing purchase transaction.  Call
options also may be purchased at times to

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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  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 an average of the
last bid prices obtained from dealers,  unless a quotation from only one  dealer
is available in which case only that dealer's price will be used. 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, set aside  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

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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 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.

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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.

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

                   Statement of Additional Information Page 9
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
price relationship  between the  Futures or  options and  the investments  being
hedged.  Also, because initial margin deposit requirements in the Futures market
are less onerous than margin requirements in the securities markets, there might
be  increased  participation  by  speculators  in  the  Futures  markets.   This
participation  also  might  cause  temporary  price  distortions.  In  addition,
activities of large traders in both the Futures and securities markets involving
arbitrage, "program trading"  and other  investment strategies  might result  in
temporary price distortions.

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.

   
LIMITATIONS 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.
    

   
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 otherwise set  aside, it  could affect portfolio
management or  the Portfolio's  ability  to meet  redemption requests  or  other
current obligations.
    

                  Statement of Additional Information Page 10
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

                                  RISK FACTORS

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

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

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

   
Illiquid securities include those that are subject to restrictions contained  in
the  securities laws  of other  countries. However,  securities that  are freely
marketable in the country  where they are principally  traded, but would not  be
freely  marketable in the United States,  will not be considered illiquid. Where
registration is required, a Portfolio may be obligated to pay all or part of the
registration expenses and a considerable period  may elapse between the time  of
the  decision to  sell and  the time the  Portfolio may  be permitted  to sell a
security under an effective  registration statement. If,  during such a  period,
adverse  market conditions  were to develop,  the Portfolio might  obtain a less
favorable price than prevailed when it decided to sell.
    

   
Not  all  restricted  securities   are  illiquid.  In   recent  years  a   large
institutional   market  has  developed  for  certain  securities  that  are  not
registered under the Securities Act of 1933, as amended ("1933 Act"),  including
private  placements, repurchase agreements, commercial paper, foreign securities
and corporate bonds and notes. These instruments are often restricted securities
because the  securities are  sold in  transactions not  requiring  registration.
Institutional investors generally will not seek to sell these instruments to the
general   public,  but  instead  will  often   depend  either  on  an  efficient
institutional market in which such unregistered securities can be readily resold
or on an issuer's ability to honor  a demand for repayment. Therefore, the  fact
that there are contractual or legal restrictions on resale to the general public
or certain institutions is not dispositive of the liquidity of such investments.
    

   
Rule  144A under the 1933 Act establishes  a "safe harbor" from the registration
requirements of the  1933 Act  for resales  of certain  securities to  qualified
institutional  buyers.  Institutional  markets  for  restricted  securities have
developed as a result of Rule 144A, providing both readily ascertainable  values
for  restricted securities and the ability to liquidate an investment to satisfy
share redemption orders. Such markets include automated systems for the trading,
clearance and  settlement of  unregistered securities  of domestic  and  foreign
issuers,  such as  the PORTAL  System sponsored  by the  National Association of
Securities Dealers,  Inc.  An  insufficient number  of  qualified  institutional
buyers interested in purchasing Rule 144A-eligible restricted securities held by
a Portfolio, however, could affect adversely the marketability of such portfolio
securities  and  the Portfolio  might be  unable to  dispose of  such securities
promptly or at favorable prices.
    

   
With respect to liquidity determinations generally, Growth Portfolio's Board  of
Trustees  has  the  ultimate  responsibility  for  determining  whether specific
securities, including  restricted securities  eligible for  resale to  qualified
institutional  buyers pursuant to  Rule 144A under  the 1933 Act,  are liquid or
illiquid. The Board of Trustees has delegated the function of making  day-to-day
determinations   of  liquidity  to  LGT  Asset  Management  in  accordance  with
procedures approved by the Portfolios'  Board of Trustees. LGT Asset  Management
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.)  LGT Asset  Management monitors the
liquidity  of   securities  in   each  Portfolio's   securities  portfolio   and
periodically reports such determinations to the Portfolio's Board of Trustees.
    

                  Statement of Additional Information Page 11
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

   
RISKS  OF DEBT  SECURITIES. Each Portfolio  is permitted  to purchase investment
grade debt  securities.  In  selecting  securities  for  each  Fund,  LGT  Asset
Management  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 LGT Asset  Management
determines to be of comparable quality to that of rated securities in which such
Portfolio  may invest.  Such securities are  included in the  computation of any
percentage limitations applicable to the comparable rated securities.
    

   
Ratings of debt  securities represent  the rating  agencies' opinions  regarding
their  quality,  are not  a  guarantee of  quality and  may  be reduced  after a
Portfolio has acquired the security. LGT Asset Management 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 12
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

                             INVESTMENT LIMITATIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  Statement of Additional Information Page 13
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
    beneficially more  than 1/2  of 1%  of the  outstanding securities  of  such
    issuer and together own beneficially more than 5% of the securities;

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

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

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

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

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

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

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

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

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

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

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

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

                  Statement of Additional Information Page 14
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

                      EXECUTION OF PORTFOLIO TRANSACTIONS

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

   
Subject  to policies  established by Growth  Portfolio's Board  of Trustees, LGT
Asset Management 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, LGT  Asset
Management  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 LGT Asset Management 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, LGT Asset Management may select
brokers  to execute the Portfolios' securities  transactions on the basis of the
research services they provide to LGT  Asset Management 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 LGT Asset Management
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 LGT Asset Management determines in
good faith that such commission is reasonable in terms either of that particular
transaction or  the  overall  responsibility  of LGT  Asset  Management  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.
    

   
LGT Asset Management 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 LGT Asset Management 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  LGT Asset Management  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, LGT  Asset Management may consider  a
broker/dealer's  sale of the shares  of the Funds and  the other funds for which
LGT Asset  Management  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 Liechtenstein Global Trust. 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  LGT Asset
Management believes it is appropriate to do so, without regard to the length  of
time  a particular security may have been held. The portfolio turnover rate will
not be a limiting factor when management deems portfolio changes appropriate.
    

                  Statement of Additional Information Page 15
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

   
Each  Portfolio  engages  in portfolio  trading  when LGT  Asset  Management 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.
    

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                        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*, 43                    Director of Liechtenstein Global Trust (holding company of the various international LGT
Trustee, Chairman of the Board and       companies) since 1990; President of the Asset Management Division, Liechtenstein Global
President                                Trust since 1995; Director and President of LGT Asset Management Holdings, Inc. since
50 California Street                     1988; Director and President of LGT Asset Management since 1989; Director of G.T. Global
San Francisco, CA 94111                  since 1987 and President of GT Global from 1987 to 1995; Director of GT Services since
                                         1990; President of GT Services from 1990 to 1995; Director of G.T. Global Insurance
                                         Agency, Inc. ("G.T. Insurance") since 1992, and President of G.T. Insurance from 1992 to
                                         1995. Mr. Minella also is a director or trustee of each of the other investment companies
                                         registered under the 1940 Act that is managed or administered by LGT Asset Management.

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

Frank S. Bayley, 55                      A Partner with Baker & McKenzie (a law firm); Director and Chairman of C.D. Stimson
Trustee                                  Company (a private investment company); and Trustee, Seattle Art Museum. Mr. Bayley also
Two Embarcadero Center                   is a director or trustee of each of the other investment companies registered under the
Suite 2400                               1940 Act that is managed or administered by LGT Asset Management.
San Francisco, CA 94111
</TABLE>
    

                  Statement of Additional Information Page 16
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
   
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE               PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                      EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------  ------------------------------------------------------------------------------------------
<S>                                      <C>
Arthur C. Patterson, 51                  Managing Partner of Accel Partners (a venture capital firm). He also serves as a director
Trustee                                  of various computing and software companies. Mr. Patterson also is a director or trustee
One Embarcadero Center                   of each of the other investment companies registered under the 1940 Act that is managed or
Suite 3820                               administered by LGT Asset Management.
San Francisco, CA 94111

Ruth H. Quigley, 60                      Private investor. From 1984 to 1986, Miss 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 LGT Asset Management.

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

James R. Tufts, 37                       President of GT Services since 1995; from 1994 to 1995 Senior Vice President - Finance and
Vice President and                       Administration of LGT Asset Management Holdings, Inc., LGT Asset Management, GT Global, GT
Chief Financial Officer                  Services and G.T. Insurance. From 1990 to 1994, Mr. Tufts was Vice President - Finance of
50 California Street                     LGT Asset Management Holdings, Inc., LGT Asset Management, GT Global and GT Services. He
San Francisco, CA 94111                  was Vice President - Finance of G.T. Insurance from 1992 to 1994; and a Director of LGT
                                         Asset Management, GT Global and GT Services since 1991.

Kenneth W. Chancey, 50                   Vice President - Mutual Fund Accounting of LGT Asset Management since 1992. Mr. Chancey
Vice President and Principal             was Vice President of Putnam Fiduciary Trust Company from 1989 to 1992.
Accounting Officer
50 California Street
San Francisco, CA 94111

Helge K. Lee, 49                         Senior Vice President, General Counsel and Secretary of LGT Asset Management, GT Global,
Vice President and Secretary             GT Services and G.T. Insurance since May, 1994. Mr. Lee was the Senior Vice President,
50 California Street                     General Counsel and Secretary of Strong/Corneliuson Management, Inc. and Secretary of each
San Francisco, CA 94111                  of the Strong Funds 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                     Secretary of LGT Asset Management Holdings, Inc., LGT Asset Management, GT Global, GT
Assistant Secretary                      Services & G.T. Insurance since February 1996. From 1991, Assistant General Counsel of LGT
50 California Street                     Asset Management Holdings, Inc., LGT Asset Management, GT Global and GT Services. From
San Francisco, CA 94111                  1992 to 1996, Assistant General Counsel of G.T. Insurance. From 1989 to 1991, Mr. Guarino
                                         was an attorney at The Dreyfus Corporation.

David J. Thelander, 40                   Vice President of LGT Asset Management Holdings, Inc., LGT Asset Management, GT Global, GT
Assistant Secretary                      Services and G.T. Insurance; Assistant General Counsel of LGT Asset Management since
50 California Street                     January 1995. Mr. Thelander was an associate at the law firm of Kirkpatrick & Lockhart LLP
San Francisco, CA 94111                  from 1993 to 1994. Prior thereto, he was an attorney with the U.S. Securities and Exchange
                                         Commission.
<FN>
- ------------------
*    Mr. Minella is an "interested person" of the Company as defined by the 1940
     Act due to his affiliation with the LGT companies.
</TABLE>
    

                  Statement of Additional Information Page 17
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

   
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  LGT  Asset  Management.  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 LGT Asset Management. The Company pays each Trustee who is not a
director,  officer or employee of LGT Asset Management 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,  1995,  the  Company paid  Mr.  Anderson,  Mr.  Bayley,  Mr.
Patterson  and Ms. Quigley Trustee's fees and expense reimbursements of $      ,
$      , $      and $      , respectively. For the year ended December 31, 1995,
Mr. Anderson, Mr. Bayley, Mr. Patterson and Ms. Quigley, who are not  directors,
officers  or  employees  of  LGT Asset  Management  or  any  affiliated company,
received total compensation of $         , $         , $         and $         ,
respectively, from the 41 GT Global Mutual 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 18
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

                                   MANAGEMENT

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

INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES RELATING TO THE FUNDS AND  THE
PORTFOLIOS
   
LGT   Asset  Management  serves  as  each  Portfolio's  investment  manager  and
administrator  under  an  Investment  Management  and  Administration   Contract
("Portfolio   Management  Contract")  between  each   Portfolio  and  LGT  Asset
Management. LGT Asset Management serves as  administrator to each Fund under  an
administration   contract  between   the  Company   and  LGT   Asset  Management
("Administration Contract"). The Administration Contract  will not be deemed  an
advisory  contract, as  defined under  the 1940  Act. As  investment manager and
administrator, LGT  Asset Management  makes all  investment decisions  for  each
Portfolio  and,  as  administrator,  administers  each  Portfolio's  and  Fund's
affairs. Among other  things, LGT  Asset Management 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 LGT
Asset Management 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 LGT
Asset Management. Each Portfolio pays such  fees based on its average daily  net
assets, computed daily and paid monthly, at the annualized rate of 0.475% on the
first  $500 million,  0.45% on the  next $500  million, 0.425% on  the next $500
million, and 0.40% on all amounts thereafter.
    

   
The Portfolio Management Contract may be renewed with respect to a Portfolio for
one-year terms, 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 provides  that with respect to each
Portfolio, and the Administration  Contract provides that  with respect to  each
Fund,  either the Company, each Portfolio  or LGT Asset Management 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,  LGT Asset  Management 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, LGT  Asset
Management  and GT 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.
    

   
For  the fiscal period October 18, 1995 (commencement of operations) to December
31, 1995,  the  Small  Cap  Portfolio  and the  Value  Portfolio  paid  fees  of
$               and $               , respectively, to LGT Asset Management. For
the same period, the  Small Cap Growth Fund  and Value Fund paid  administration
fees  of $                  and $                  ,  respectively, to LGT Asset
Management.
    

                  Statement of Additional Information Page 19
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

DISTRIBUTION SERVICES
   
Each  Fund's Advisor  Class shares are  offered continuously  through the Funds'
principal underwriter  and distributor,  GT Global,  on a  "best efforts"  basis
without a sales charge or a contingent deferred sales charge.
    

   
TRANSFER AGENCY AND ACCOUNTING SERVICES
    
   
GT  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.
    

   
For  the period  October 18, 1995  (commencement of operations)  to December 31,
1995, the  Small Cap  Fund and  Value Fund  paid LGT  Asset Management  fees  of
$            and $            , respectively, for such accounting services.
    

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

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

                              VALUATION OF SHARES

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

Each Portfolios securities and other assets are valued as follows:

   
Equity  securities, which are traded on stock  exchanges, are valued at the last
sale price on the exchange on which such securities are traded, as of the  close
of business on the day the securities are being valued or, lacking any sales, at
the  last available bid price. In cases where securities are traded on more than
one exchange, the securities are valued on the exchange determined by LGT  Asset
Management  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.
    

   
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
LGT  Asset  Management 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 (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
    

                  Statement of Additional Information Page 20
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
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  LGT Asset Management,
under the supervision of  the Company's Board of  Trustees, determines that  the
particular  event would materially affect net asset value. As a result, a Fund's
net asset value may  be significantly affected  by such trading  on days when  a
shareholder has no access to the Fund.
    

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

                         INFORMATION RELATING TO SALES
                                AND REDEMPTIONS

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

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

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

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

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

EXCHANGES BETWEEN FUNDS
   
Shares of a Fund may  be exchanged for shares of  other GT 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 GT 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 GT 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 21
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
shares  through the  exercise of  the exchange  privilege, a  shareholder should
obtain and read a copy of the Prospectus of the Fund to be purchased and  should
consider the investment objective(s) of that Fund.

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

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

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

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

                                     TAXES

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

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

                  Statement of Additional Information Page 22
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
assets, and  to  earn a  proportionate  share  of the  Portfolio's  income,  for
purposes  whether the Fund satisfies all  of the requirements described above to
qualify as a RIC.

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

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

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

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

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

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

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

                  Statement of Additional Information Page 23
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
Portfolio may be forced to defer the closing out of certain options and Futures,
beyond the time when it otherwise would  be advantageous to do so, in order  for
the Portfolio (or its corresponding Fund) to qualify or continue to qualify as a
RIC.

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

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

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

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

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

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

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

                             ADDITIONAL INFORMATION

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

   
LIECHTENSTEIN GLOBAL TRUST
    
   
Liechtenstein Global Trust,  formerly BIL  GT Group,  is composed  of LGT  Asset
Management   and  its  worldwide  affiliates.   Other  worldwide  affiliates  of
Liechtenstein Global Trust include LGT  Bank in Liechtenstein, formerly Bank  in
Liechtenstein,  an international financial services institution founded in 1920.
LGT Bank in  Liechtenstein has  principal offices in  Vaduz, Liechtenstein.  Its
subsidiaries  currently include  LGT Bank  in Liechtenstein  (Deutschland) GmbH,
formerly Bank in Liechtenstein  (Frankfurt) GmbH, and  LGT Asset Management  AG,
formerly Bilfinanz und Verwaltung AG, located in Zurich, Switzerland.
    

                  Statement of Additional Information Page 24
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

   
Worldwide   asset  management  affiliates  also   currently  include  LGT  Asset
Management PLC, formerly  G.T. Management  PLC in London;  LGT Asset  Management
Ltd.,  formerly G.T. Management  (Asia) Ltd. in Hong  Kong; LGT Investment Trust
Management Ltd., formerly G.T. Management (Japan) in Tokyo; LGT Asset Management
Pte. Ltd., formerly G.T. Management (Singapore) PTE Ltd. in Singapore; LGT Asset
Management Ltd., formerly G.T. Management  (Australia) Ltd., located in  Sydney;
and  LGT Asset Management  GmbH, formerly BIL Asset  Management GmbH, located in
Frankfurt.
    

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

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

USE OF NAME
   
LGT Asset Management has granted the Company  the right to use the "GT" and  "GT
Global"  names and has reserved the right to  withdraw its consent to the use of
such names by the Company and/or any of  the Funds at any time, or to grant  the
use of such names to any other company.
    

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

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

                               INVESTMENT RESULTS

- --------------------------------------------------------------------------------
   
A Fund's "Standardized  Return", as referred  to in the  Prospectus (see  "Other
Information  -- Performance Information"  in the Prospectus),  is calculated for
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)   reinvestment  of  dividends  and  other
distributions at net  asset value  on the  reinvestment date  determined by  the
Board; and (2) a complete redemption at the end of any period illustrated.
    

   
The  Standardized Returns of the Funds' Advisor Class shares stated as aggregate
total return for  the period October  18, 1995 (commencement  of operations)  to
December 31, 1995, were as follows:
    

   
<TABLE>
<S>                                                          <C>
Small Cap Fund                                                        %
Value Fund                                                            %
</TABLE>
    

                  Statement of Additional Information Page 25
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

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.

   
The Non-Standardized  Returns  of the  Funds'  Advisor Class  shares  stated  as
aggregate  total  return  for  the  period  October  18,  1995  (commencement of
operations) to December 31, 1995, were as follows:
    

   
<TABLE>
<S>                                                          <C>
Small Cap Fund                                                        %
Value Fund                                                            %
</TABLE>
    

   
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.
    

   
In advertising and sales materials, GT  Global may make reference to or  discuss
its products, services and accomplishments. Among these accomplishments are that
in  1983 GT 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  LGT  Investment Trust  Management  Ltd. (Japan)  as  one of  the first
foreign  discretionary  investment   managers  for   Japanese  investors.   Such
accomplishments, however, should not be viewed as an endorsement of GT 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 GT Global provide any
assurance that  the  GT  Global  Mutual Funds'  investment  objectives  will  be
achieved.
    

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

   
Each  Fund  and  GT  Global  may from  time  to  time  in  advertisements, sales
literature and reports furnished to present or prospective shareholders  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, 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
    Companies  Service  ("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.

                  Statement of Additional Information Page 26
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

        (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, Inc., Fitch Investors Service, Standard &
    Poor's.
    

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

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

   
       (13) Average of  Savings Accounts,  which is a  measure of  all kinds  of
    savings deposits, including longer-term certificates. 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
various  financial  organizations,  such  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,  GT
Global   may  use   performance  rankings,   ratings  and   commentary  reported
periodically in national financial publications,  including but not limited  to,
Money Magazine, Smart Money, Global Finance, EuroMoney, Financial World, Forbes,
Fortune, Business Week, Latin Finance, the Wall Street Journal, Emerging Markets
Weekly,  Kiplinger's Guide To  Personal Finance, Barron's,  The Financial Times,
USA Today,  The New  York Times,  Far Eastern  Economic Review,  The  Economist,
Investors Business Daily, Congressional Quarterly and Investors Business Digest.
Each  Fund may compare its performance to  that of other compilations or indices
of comparable  quality to  those listed  above and  other indices  which may  be
developed and made available in the future.
    

   
From  time  to  time,  each Fund  and  GT  Global  may refer  to  the  number of
shareholders in the  Funds or  the aggregate number  of shareholders  in all  GT
Global  Mutual Funds or the dollar amount of each Fund's assets under management
in advertising materials.
    

   
GT 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. GT  Global may provide information designed  to
help individuals understand their investment goals and explore various financial
strategies. For example, GT 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,  GT Global  may  refer to  or advertise  the names  of  such
companies,  or their  products although  there can be  no assurance  that any GT
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.

   
GT Global Mutual 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
    

                  Statement of Additional Information Page 27
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
to  those of the funds. Ibbotson calculates  total returns in the same method as
the funds. The funds may also compare performance to that of other  compilations
or indices that may be developed and made available in the future.

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

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

   
Each  Fund  may be  available  for purchase  through  retirement plans  or other
programs offering deferral of 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 GT 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. In sales material  and advertisements 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 (or if
less, 100% of compensation) each year to an IRA. 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  plans
("SEPs"  or  "SEP-IRAs")   and  salary-reduction   SEPs  provide   self-employed
individuals  (and any  eligible employees)  with benefits  similar to Keogh-type
plans or Code Setion  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).

   
GT 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
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

   
From time to time, the  Funds and GT Global  will quote certain data  regarding:
industries,  individual countries, regions, world  stock exchanges, and economic
and demographic statistics from sources GT 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, GT 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, industry or  market: International Finance
    Corporation, GT 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, technology, other
    basic infrastructure, financial services, health care services and supplies,
    consumer products and services and telecommunications equipment and services
    (sources of such information may include,  but would not be limited to,  The
    World Bank, OECD, IMF, Bloomberg and Datastream).
    

   
17) Standard  deviation and performance returns for U.S. and non-U.S. equity and
    bond markets: Morgan Stanley Capital International.
    

   
18) Countries restructuring their  debt, including those  under the Brady  Plan:
    LGT Asset Management.
    

   
19) Political and economic structure of countries: Economist Intelligence Unit.
    

   
20) Government  and corporate  bonds --  credit ratings,  yield to  maturity and
    performance returns: Salomon Brothers, Inc.
    

   
21) Dividend yields for U.S. and non-U.S. companies: Bloomberg.
    

   
From time to time, GT Global may include in its advertisement and sales material
information about privatization, which is an economic process involving the sale
of state-owned companies to the private sector.
    

   
Information  relating  to   foreign  market   performance,  capitalization   and
diversification  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 GT  Global.  The authors  and  publishers of  such  material are  not  to  be
considered as "experts" under the Securities Act of 1933, as amended, on account
of the inclusion of such information herein.
    

   
GT  Global believes that this information may be useful to investors considering
whether and to what extent to diversify their invesments through the purchase of
mutual funds investing in  securities on a global  basis. 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 relevant indices. 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.,
LGT Asset Management, as each Fund's investment manager, actively purchases  and
sells securities
    

                  Statement of Additional Information Page 29
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
   
in  seeking each Fund's  investment objective. Moreover, each  Fund may invest a
portion of its assets in corporate  bonds, while certain indices relate only  to
government  bonds. Each of these factors will cause the performance of each Fund
to differ from relevant indices.
    

   
THE GT ADVANTAGE
    
   
LGT Asset Management has  developed a unique team  approach to its global  money
management  which  we  call  the  GT  Advantage.  LGT  Asset  Management's money
management style combines the best of the "top-down" and "bottom-up"  investment
manager   strategies.  The  top-down  approach   is  implemented  by  LGT  Asset
Management's Global Investment Policy Committee, which sets broad guidelines for
asset allocation and currency  management, based on  LGT Asset Management'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.
    

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

                          DESCRIPTION OF DEBT RATINGS

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

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

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

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

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

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

   
Prime-2. Issuers (or supporting institutions) assigned this rating have a strong
ability  for repayment  of short-term  debt obligations.  This will  normally be
evidenced by mny  of the chargacteristics  cited above but  to a lesser  degree.
Earnings  trends  and  coverage ratios,  while  sound,  may 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.

                  Statement of Additional Information Page 30
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

   
       A -- Upper medium grade obligations. 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.

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

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

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

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

                  Statement of Additional Information Page 31
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

                              FINANCIAL STATEMENTS

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

   
The  audited financial statements of GT Global America Small Cap Growth Fund and
GT Global America Value Fund at October 17, 1995 and for the period October  18,
1995  (commencement of operations) to December  31, 1995 appear on the following
pages.
    

                  Statement of Additional Information Page 32
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

                                     NOTES

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

                  Statement of Additional Information Page 33
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

                                     NOTES

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

                  Statement of Additional Information Page 34
<PAGE>
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND

                                     NOTES

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

                  Statement of Additional Information Page 35
<PAGE>
   
                    GT GLOBAL AMERICA SMALL CAP GROWTH FUND
                          GT GLOBAL AMERICA VALUE FUND
    

   
                             GT GLOBAL MUTUAL FUNDS
    

   
  GT GLOBAL OFFERS A BROAD RANGE OF MUTUAL FUNDS TO COMPLEMENT MANY INVESTORS'
  PORTFOLIOS.  FOR MORE INFORMATION AND  A PROSPECTUS ON ANY  OF THE GT GLOBAL
  MUTUAL FUNDS, PLEASE  CONTACT YOUR  INVESTMENT COUNSELOR OR  CALL GT  GLOBAL
  DIRECTLY AT 1-800-824-1580.
    

GROWTH FUNDS

/ / GLOBALLY DIVERSIFIED FUNDS

   
GT GLOBAL WORLDWIDE GROWTH FUND
    
Invests around the world, including the U.S.

   
GT GLOBAL INTERNATIONAL GROWTH FUND
    
Provides portfolio diversity by investing outside
the U.S.

   
GT GLOBAL EMERGING MARKETS FUND
    
Gives access to the growth potential of developing economies

/ / GLOBAL THEME FUNDS

   
GT GLOBAL HEALTH CARE FUND
    
Invests in growing health care industries worldwide

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

   
GT GLOBAL INFRASTRUCTURE FUND
    
Seeks companies that build, improve or maintain a country's infrastructure

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

   
GT GLOBAL NATURAL RESOURCES FUND
    
Concentrates on companies that own, explore or develop natural resources

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

/ / REGIONALLY DIVERSIFIED FUNDS

   
GT GLOBAL NEW PACIFIC GROWTH FUND
    
Offers access  to the  emerging  and established  markets  of the  Pacific  Rim,
excluding Japan

   
GT GLOBAL EUROPE GROWTH FUND
    
Focuses on investment opportunities in the new, unified Europe

   
GT GLOBAL LATIN AMERICA GROWTH FUND
    
Invests in the emerging markets of Latin America

/ / SINGLE COUNTRY FUNDS

   
GT GLOBAL AMERICA SMALL CAP GROWTH FUND
    
   
Invests in equity securities of small U.S. companies
    

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

   
GT GLOBAL AMERICA VALUE FUND
    
   
Concentrates on equity securities of large cap U.S. companies believed to be
undervalued
    

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

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

INCOME FUNDS

   
GT GLOBAL GOVERNMENT INCOME FUND
    
Earns monthly income from global government securities

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

   
GT GLOBAL HIGH INCOME FUND
    
Invests in debt securities in emerging markets

MONEY MARKET FUND

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

worldwide for stability and preservation of capital

[LOGO]

   
  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, LGT ASSET MANAGEMENT  OR GT GLOBAL. 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.
    

   
                                                                      AMESX601MC
    
<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, 1995, and
for the  fiscal year  then ended  for the  Class A  and Class  B shares  of  the
following  series Funds of G.T. Global Growth Series (collectively, the "Initial
Six Series"): GT Global  Worldwide Growth Fund,  GT Global International  Growth
Fund, GT Global New Pacific Growth Fund, GT Global Europe Growth Fund, GT Global
Japan Growth Fund and GT Global America Growth Fund, will be filed by 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

   
        The  following audited financial  statements for the  period October 18,
1995 (commencement of operations) to December 31, 1995, for Class A, Class B and
Advisor Class shares of GT  Global America Small Cap  Growth Fund and GT  Global
America Value Fund, each a series of the Registrant, will be filed by amendment:
    

   
                  -- Reports of Independent Accountants
    

   
                  -- Portfolio 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.(7)
    

       (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) Form of Administration Contract relating to: GT Global America
              Small Cap Growth Fund and GT Global America Value Fund.(7)
    

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

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

                                      C-1
<PAGE>
       (7)   Not Applicable.

   
       (8)(a) 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)

              (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 GT Global America
               Small Cap Growth Fund and GT Global America Value Fund.(7)
    

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

   
               (i) GT Global Worldwide Growth Fund -- Filed herewith.
    

   
              (ii) GT Global International Growth Fund -- Filed herewith.
    

   
              (iii) GT Global New Pacific Growth Fund -- Filed herewith.
    

   
              (iv) GT Global Europe Growth Fund -- Filed herewith.
    

   
              (v) GT Global Japan Growth Fund -- Filed herewith.
    

   
              (vi) GT Global America Growth Fund -- Filed herewith.
    

   
              (vii) GT Global America Small Cap Growth Fund -- Filed herewith.
    

   
             (viii) GT Global America Value Fund -- Filed herewith.
    

        (12) Not Applicable.

        (13) Not Applicable.

   
        (14)  Model retirement plan  -- GT 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) GT Global America Growth Fund -- To be filed by amendment.
    

   
             (b) GT Global Europe Growth Fund -- To be filed by amendment.
    

   
             (c)  GT  Global  International  Growth  Fund  --  To  be  filed  by
                amendment.
    

   
             (d) GT Global Japan Growth Fund -- To be filed by amendment.
    

   
             (e) GT Global New Pacific Growth Fund -- To be filed by amendment.
    

   
             (f)  GT Global Worldwide Growth Fund -- To be filed by amendment.
    

   
             (g)  GT Global  America Small  Cap Growth  Fund --  To be  filed by
                amendment.
    

   
             (h) GT Global America Value Fund -- To be filed by amendment.
    

   
        (18) Multiple Class Plan adopted pursuant to Rule 18f-3 -- filed
             herewith.
    

Other Exhibits:

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

   
        (b) Power of Attorney for Growth Portfolio.(6)
    

   
        (c) Power of Attorney for  Helge K. Lee, Peter  R. Guarino and David  J.
            Thelander -- 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.

(6) Incorporated  by  reference  to   the  identically  enumerated  Exhibit   of
    Post-Effective  Amendment No. 35 to the Registration Statement on Form N-1A,
    filed on August 4, 1995.

   
(7) Incorporated  by  reference  to   the  identically  enumerated  Exhibit   of
    Post-Effective  Amendment No. 37 to the Registration Statement on Form N-1A,
    filed on October 18, 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 January 31, 1996:
    

   
<TABLE>
<CAPTION>
TITLE OF CLASS                                                               NUMBER OF RECORD HOLDERS
- --------------------------------------------------------------------------  --------------------------
<S>                                                                         <C>
   Shares of Beneficial Interest, no par value, of:
      GT Global America Growth Fund Class A...............................              35,753
      GT Global America Growth Fund Class B...............................              30,795
      GT Global America Growth Fund Advisor Class.........................                 304
      GT Global Europe Growth Fund Class A................................              69,494
      GT Global Europe Growth Fund Class B................................               9,365
      GT Global Europe Growth Fund Advisor Class..........................                 108
      GT Global International Growth Fund Class A.........................              27,029
      GT Global International Growth Fund Class B.........................               8,784
      GT Global International Growth Fund Advisor Class...................                  91
      GT Global Japan Growth Fund Class A.................................              12,001
      GT Global Japan Growth Fund Class B.................................               4,909
      GT Global Japan Growth Fund Advisor Class...........................                  95
      GT Global New Pacific Growth Fund Class A...........................              42,943
      GT Global New Pacific Growth Fund Class B...........................              18,103
      GT Global New Pacific Growth Fund Advisor Class.....................                 164
      GT Global Worldwide Growth Fund Class A.............................              15,326
      GT Global Worldwide Growth Fund Class B.............................               7,223
      GT Global Worldwide Growth Fund Advisor Class.......................                 173
      GT Global America Small Cap Growth Fund Class A.....................                 327
      GT Global America Small Cap Growth Fund Class B.....................                 299
      GT Global America Small Cap Growth Fund
       Advisor Class......................................................                  30
      GT Global America Value Fund Class A................................                 134
      G.T. Global America Value Fund Class B..............................                 149
      G.T. Global America Value Fund Advisor Class........................                  24
</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.

                                      C-4
<PAGE>
    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 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, GT  Global,  Inc.  is  the  principal
underwriter  for  the  following  other  investment  companies:  G.T. Investment
Portfolios, Inc.  (which includes  one fund  currently in  operation: GT  Global
Dollar  Fund);  and G.T.  Investment Funds,  Inc.  (which includes  twelve funds
currently in operation: GT  Global Strategic Income  Fund, GT Global  Government
Income  Fund, GT  Global High Income  Fund, GT  Global Growth &  Income Fund, GT
Global Latin America Growth Fund,  GT Global Telecommunications Fund, GT  Global
Health  Care Fund, GT  Global Financial Services  Fund, GT Global Infrastructure
Fund, GT Global Consumer Products and Services Fund, GT Global Natural Resources
Fund and  GT Global  Emerging  Markets Fund);  G.T. Global  Variable  Investment
Series  (which includes five funds in  operation: GT Global Variable New Pacific
Fund, GT Global Variable Europe Fund, GT Global Variable America Fund, GT Global
Variable International Fund and  GT Global Money Market  Fund); and G.T.  Global
Variable  Investment Trust  (which includes nine  funds in  operation: GT Global
Variable Latin America Fund, GT Global Variable Emerging Markets Fund, GT Global
Variable Infrastructure  Fund, GT  Global Variable  Natural Resources  Fund,  GT
Global  Variable  Telecommunications Fund,  GT Global  Variable Growth  & Income
Fund, GT  Global  Variable Strategic  Income  Fund, GT  Global  Variable  Global
Government Income Fund and GT Global Variable U.S. Government Income Fund)
    

   
    (b) Directors and Officers of GT Global, 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
William J. Guilfoyle                          President and Director              None
James R. Tufts                                Senior Vice President -- Finance    Vice President, Treasurer and
                                                and Administration and Director   Principal Financial Officer
Helge Krist Lee                               Senior Vice President               Vice President and Secretary
Raymond R. Cunningham                         Senior Vice President --            None
                                                National Bank Sales
                                                and Director
</TABLE>
    

                                      C-5
<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
Peter R. Guarino                              Secretary                           Assistant Secretary
David J. Thelander                            Vice President                      Assistant Secretary
David P. Anderson, Jr.                        Vice President                      None
1012 William
Plymouth, MI 48170
Jon Burke                                     Vice President                      None
31 Darlene Drive
Southboro, MA 01772
Bruce W. Caldwell                             Vice President                      None
1003 Medinah Court
Kennesaw, GA 30144
Anthony DiBacco                               Vice President                      None
30585 Via Lindosa Way
Laguna Niguel, CA 92677
Stephen Donovick                              Vice President                      None
2806 Carriage Lane
Carrolton, TX 75006
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
Ned E. Hammond                                Vice President                      None
8080 N. Central Expressway
Suite 400
Dallas, TX 75206
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
</TABLE>
    

                                      C-6
<PAGE>
   
<TABLE>
<S>                                           <C>                                 <C>
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
Wayne F. Meyer                                Vice President                      None
2617 Sun Meadow Drive
Chesterfield, MO 63005
Anthony R. Rogers                             Vice President                      None
100 South Bank Drive
Cary, NC 27511
James B. Sandidge                             Vice President                      None
758 Chimney Creek Drive
Golden, CO 80401
Philip Schertz                                Vice President                      None
25 Ivy Place
Wayne, NJ 07470
Peter Sykes                                   Vice President                      None
3490 East Brockbank Drive
Salt Lake City, UT 84124
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>
    

    (c) None.

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  Registrant and  its investment  manager, LGT  Asset Management,
Inc., 50 California Street, San  Francisco, California 94111 and its  custodian,
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,  GT  Global  Investor  Services,  Inc.,  2121  N.
California Boulevard, Suite  450, Walnut  Creek, California  94596, and  records
covering  portfolio  transactions are  maintained and  kept by  the Registrant's
Custodian, State Street  Bank and  Trust Company, 225  Franklin Street,  Boston,
Massachusetts 02110.
    

                                      C-7
<PAGE>
ITEM 31. MANAGEMENT SERVICES

    Not applicable.

ITEM 32. UNDERTAKINGS

   
    None.
    

                                      C-8
<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 15th day of February, 1996.
    

                                          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 February 15, 1996.
    

   
                                          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/ DAVID J. THELANDER
     -----------------------------------
     David J. Thelander
     Attorney-in-Fact, pursuant to
     Power-of-Attorney filed herewith as Other Exhibits(c).

    

                                      C-9
<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
15th day of February, 1996.
    

                                          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 February 15, 1996.
    

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

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

/S/  KENNETH W. CHANCEY                  Vice President and Principal 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
     Power-of-Attorney previously
     filed.
</TABLE>
    

                                      C-10

<PAGE>
                                                                   EXHIBIT 99.11

                       CONSENT OF INDEPENDENT ACCOUNTANTS

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

    GT Global Worldwide Growth Fund
    GT Global International Growth Fund
    GT Global New Pacific Growth Fund
    GT Global Europe Growth Fund
    GT Global America Small Cap Growth Fund
    GT Global America Growth Fund
    GT Global America Value Fund
    GT Global Japan Growth Fund

    We  consent  to the  reference  to our  firm  under the  captions "Financial
Highlights" and "Independent Accountants" in the Registration Statement of  G.T.
Global Growth Series on Form N-1A.

                                          COOPERS & LYBRAND L.L.P.

Boston, Massachusetts
February 14, 1996

<PAGE>
                                                                      EXHIBIT 18
                           G.T. GLOBAL GROWTH SERIES
                   MULTIPLE CLASS PLAN PURSUANT TO RULE 18F-3

    G.T. Global Growth Series ("Company") hereby adopts this Multiple Class Plan
pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the
"1940  Act")  on behalf  of its  current operating  series, GT  Global Worldwide
Growth Fund, GT Global International Growth  Fund, GT Global New Pacific  Growth
Fund,  GT Global  Europe Growth  Fund, GT  Global Japan  Growth Fund,  GT Global
America Small Cap Growth Fund, GT Global America Growth Fund, GT Global  America
Value  Fund and any series that may  commence operations in the future (referred
to hereinafter collectively as the "Funds" and individually as a "Fund").

A.  GENERAL DESCRIPTION OF CLASSES THAT ARE OFFERED

    1.  CLASS A  SHARES.  Class A  shares of each Fund  are sold to the  general
public  subject to an initial sales charge of 4.75% of the public offering price
for Class A shares of the Fund.  The initial sales charge is waived for  certain
eligible purchasers and reduced or waived for certain large volume purchases.

    Class  A shares of each Fund may pay a service fee at the annualized rate of
up to 0.25% of the average daily net assets for the Fund's Class A shares. Class
A shares of each Fund may pay a distribution fee at the annualized rate of up to
0.35% of the average daily  net assets for the Fund's  Class A shares, less  any
amounts paid by the respective Fund as the aforementioned service fee. Such fees
are  paid pursuant  to a  plan of distribution  adopted in  accordance with Rule
12b-1 under the 1940 Act.

    Class A  shares of  each Fund  are subject  to a  contingent deferred  sales
charge ("CDSC") on redemptions of shares: (i) purchased without an initial sales
charge  due to a sales charge waiver for purchases of $500,000 or more, and (ii)
redeemed within one year after the date of purchase. Purchases of Class A shares
of two or more GT Global Mutual Funds (other than GT Global Dollar Fund) may  be
combined  for this purpose. The Class A CDSC is  equal to 1% of the lower of (i)
the original purchase price, or  (ii) the net asset value  of the shares at  the
time of redemption.

    Class A shares that are redeemed will not be subject to a CDSC to the extent
that the value of such shares represents: (i) reinvestment of dividends or other
distributions,  or (ii)  Class A  shares redeemed one  year or  more after their
purchase. Class A  shares purchased in  amounts of at  least $500,000 without  a
sales  charge may be  exchanged for Class  A shares of  another GT Global Mutual
Fund (other  than GT  Global Dollar  Fund)  without the  imposition of  a  CDSC,
although the CDSC will apply to the redemption of the shares acquired through an
exchange.

    2.   CLASS B SHARES.   Class B shares  of each Fund are  sold to the general
public without imposition of an initial sales charge; however, a CDSC is imposed
on certain redemptions of Class B shares. The maximum CDSC for Class B shares is
equal to 5% of the lesser of the original purchase price or the net asset  value
of  the  shares  at the  time  of redemption.  The  CDSC is  waived  for certain
exchanges and redemptions.

    Class B shares that are redeemed will not be subject to a CDSC to the extent
that the  value of  such shares  represents: (i)  reinvestment of  dividends  or
capital  gains distributions, or (ii) shares  redeemed more than six years after
their purchase.

    Class B shares are subject to a service fee at the annualized rate of up  to
0.25%  of the average daily net assets of the  Class B shares of each Fund and 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. Such fees are paid  pursuant to a plan of
distribution adopted in accordance with Rule 12b-1 under the 1940 Act.

    3.  ADVISOR CLASS SHARES.  Advisor Class shares are sold without  imposition
of  an  initial sales  charge or  CDSC and  are  not subject  to any  service or
distribution fees.

    Advisor Class shares of  each Fund are available  for purchase only by:  (a)
trustees or other fiduciaries purchasing shares for employee benefit plans which
are  sponsored by  organizations which  have at  least 1,000  employees; (b) any
account with  assets of  at least  $25,000  if (i)  a financial  planner,  trust
company,  bank trust department or  registered investment adviser has investment
discretion over such
<PAGE>
account, and (ii) the  account holder pays such  person as compensation for  its
advice  and other services an annual fee of  at least 0.50% on the assets in the
account; (c) any account with assets of at least $25,000 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 0.50% on  the assets in  the
account;  (d) accounts advised by one  of the companies comprising or affiliated
with Liechtenstein Global  Trust; and  (e) any  of the  companies comprising  or
affiliated with Liechtenstein Global Trust.

B.  EXPENSE ALLOCATIONS OF EACH CLASS

    Certain expenses may be attributable to a particular Class of shares ("Class
Expenses").  Class  Expenses  are charged  directly  to  the net  assets  of the
particular Class and, thus,  are borne on  a pro rata  basis by the  outstanding
shares of that Class.

    In addition to the service and distribution fees described above, each Class
could also pay a different amount of the following other expenses:

(1)  transfer agent fees identified as being attributable to a specific Class of
    shares;

(2) stationary, printing, postage and delivery expenses related to preparing and
    distributing materials such as  shareholder reports, prospectuses and  proxy
    statements to current shareholders of a specific Class of shares;

(3) Blue Sky registration fees incurred by a specific Class of shares;

(4) SEC registration fees incurred by a specific Class of shares;

(5) expenses of administrative personnel and services as required to support the
    shareholders of a specific Class of shares;

(6)  Directors' fees or  expenses incurred as  a result of  issues relating to a
    specific Class of shares;

(7) accounting expenses relating solely to a specific Class of shares;

(8) auditors' fees, litigation expenses and legal fees and expenses relating  to
    a specific Class of shares; and

(9)  expenses incurred in  connection with shareholders meetings  as a result of
    issues relating to a specific Class of shares.

C.  EXCHANGE PRIVILEGES

    Class A shares of any Fund may be exchanged only for Class A shares of other
GT Global Mutual Funds, as  listed in the Fund's  Prospectus. Class B shares  of
any  Fund may  be exchanged only  for Class B  shares of other  GT Global Mutual
Funds, as listed in the Fund's Prospectus. Advisor Class shares of any Fund  may
be  exchanged only for Advisor Class shares  of other GT Global Mutual Funds, as
listed in the Fund's Prospectus.

    This exchange privilege is available  only in those jurisdictions where  the
sale  of GT Global  Mutual Fund shares to  be acquired may  be legally made. The
terms of the exchange  privileges may be  modified at any  time, on sixty  days'
prior written notice to shareholders.

D.  ADDITIONAL INFORMATION

    The  prospectus  for each  Fund  contains additional  information  about the
Classes and each Fund's  multiple class structure. This  Multiple Class Plan  is
subject  to the terms of the then current prospectus for the applicable Classes;
provided, however, that none of the terms set forth in any such prospectus shall
be inconsistent with the terms of the Classes contained in this Plan.

E.  DATE OF EFFECTIVENESS

   
    This Multiple Class Plan will become effective on            , 1996.  Before
any  material amendment of this Multiple Class Plan, a majority of the Directors
of the Company, and a majority of  the Directors who are not interested  persons
of  the Company, shall find that the plan  as proposed to be adopted or amended,
including the  expense  allocation, is  in  the  best interests  of  each  class
individually and the Company as a whole.
    

<PAGE>
                                                                EXHIBIT 99.24(A)

                               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  any  and  all Post-Effective  Amendments  to the
Registration Statement, 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.

                           G.T. GLOBAL GROWTH SERIES

<TABLE>
<S>                                    <C>                                    <C>
 /s/ DAVID A. MINELLA                  Trustee, Chairman of the Board and
- -------------------------------------   President                             June 20, 1995
 David A. Minella

 /s/ C. DEREK ANDERSON
- -------------------------------------  Trustee                                June 20, 1995
 C. Derek Anderson

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

 /s/ ARTHUR C. PATTERSON
- -------------------------------------  Trustee                                June 20, 1995
 Arthur C. Patterson

 /s/ RUTH H. QUIGLEY
- -------------------------------------  Trustee                                June 20, 1995
 Ruth H. Quigley
</TABLE>


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