G T INVESTMENT FUNDS INC
497, 1995-06-15
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<PAGE>
                   [LOGO]  G.T. GLOBAL GROWTH & INCOME FUND:
                                 ADVISOR CLASS
              PROSPECTUS -- MARCH 1, 1995, AS REVISED JUNE 1, 1995

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

G.T. GLOBAL GROWTH & INCOME FUND ("Fund") is a mutual fund, organized as a
non-diversified series of G.T. Investment Funds, Inc., seeking long-term capital
appreciation together with current income. The Fund invests in a global
portfolio of both equity and debt securities, in such relative proportions as
deemed most appropriate by the Fund's investment manager in view of then-current
economic and market conditions. There can be no assurance that the Fund will
achieve its investment objective.

The Fund's investment manager, G.T. Capital Management, Inc. ("G.T. Capital") is
part of the G.T. Group, a leading international investment advisory organization
with offices throughout the world that long has emphasized global investment.

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

This Prospectus sets forth concisely information an investor should know before
investing and should be read carefully and retained for future reference. A
Statement of Additional Information, dated March 1, 1995, as revised June 1,
1995, has been filed with the Securities and Exchange Commission ("SEC") and is
incorporated herein by reference. The Statement of Additional Information which
may be amended or supplemented from time to time, is available without charge by
writing to the Fund at 50 California Street, San Francisco, California 94111, or
calling (800) 824-1580.

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

An investment in the G.T. Global Growth & Income Fund offers the following
advantages:
/ / Professional Management by a Leading Manager with Offices in the World's
    Major Markets

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

/ / Exchange Privileges with the Advisor Class of the Other G.T. Global Mutual
    Funds

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

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

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

                               Prospectus Page 1
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

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

<TABLE>
<CAPTION>
                                                                                              Page
                                                                                            ---------
<S>                                                                                         <C>
Prospectus Summary........................................................................          3
Financial Highlights......................................................................          7
Investment Objective and Policies.........................................................          8
How To Invest.............................................................................         13
How To Make Exchanges.....................................................................         14
How to Redeem Shares......................................................................         15
Shareholder Account Manual................................................................         17
Calculation of Net Asset Value............................................................         18
Dividends, Other Distributions and Federal Income Taxation................................         18
Management................................................................................         20
Other Information.........................................................................         22
</TABLE>

                               Prospectus Page 2
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                               PROSPECTUS SUMMARY
- ------------------------------------------------------------
The following summary is qualified in its entirety by the more detailed
information appearing in the body of this Prospectus.

<TABLE>
<S>                            <C>                               <C>
Investment Objective:                             The   Fund   seeks  long-term   capital   appreciation  together   with  current
                                                  income

Principal Investments:         Invests  principally  in  blue-chip  equity  securities  and  high
                               quality  government bonds of issuers  located in the United States
                               and throughout the world

Investment Manager:            G.T. Capital,  part of  the G.T.  Group, a  leading  international
                               investment  advisory  organization  with  over  $20  billion under
                               management

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

Exchange Privileges:           Advisor Class  shares  may only  be  exchanged for  Advisor  Class
                               shares of other G.T. Global Mutual Funds

Dividends and Other Distribu-  Dividends  paid quarterly from available net investment income and
  tions:                       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 Fund or of other G.T. Global Mutual Funds

Net Asset Value:               Advisor Class shares quoted daily in the financial section of most
                               newspapers
</TABLE>

                               Prospectus Page 3
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

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

THE FUND. G.T. Global Growth & Income Fund is a mutual fund organized as a
non-diversified series of G.T. Investment Funds, Inc. ("Company"), a registered
open-end management investment company. The Fund seeks long-term capital
appreciation together with current income. Advisor Class shares of the Fund's
common stock are available through Financial Advisors that have entered into
agreements with the Fund's distributor, G.T. Global Financial Services, Inc.
("G.T. Global") and certain of its affiliates. See "How to Invest" and
"Shareholder Account Manual." Shares may be redeemed either through financial
advisors or the transfer agent, G.T. Global Investor Services, Inc. ("Transfer
Agent"). See "How to Redeem Shares" and "Shareholder Account Manual."

INVESTMENT MANAGER. G.T. Capital is the Fund's investment manager and
administrator. G.T. Capital provides investment management services to all of
the G.T. Global Mutual Funds as well as other institutional, corporate and
individual clients. G.T. Capital is part of the G.T. Group, a leading
international investment advisory organization that long has emphasized global
investing. The G.T. Group maintains fully-staffed investment offices in San
Francisco, London, Tokyo, Toronto, Hong Kong, Singapore and Sydney. As of April
1, 1995, total assets under G.T. Group management exceeded $20 billion. Of this
amount, more than $17 billion was invested in the securities of non-U.S.
issuers. The companies comprising the G.T. Group are indirect subsidiaries of
the Prince of Liechtenstein Foundation. See "Management."

INVESTMENT TECHNIQUES AND RISK FACTORS. The Fund seeks its objective by
investing in a global portfolio of both equity securities and debt obligations
allocated among diverse international markets. The Fund currently expects to
choose its investments principally from issuers in the United States, Canada,
Japan, Mexico, the Western European nations, New Zealand and Australia. See
"Investment Objective and Policies." Consistent with the Fund's investment
objective, G.T. Capital employs a conservative investment style in managing the
Fund's assets, in order to attempt to limit volatility and risk to capital.

The Fund normally invests at least 65% of its total assets in a combination of
blue-chip equity securities and high quality government bonds. The Fund
considers an equity security to be "blue chip" if (i) during the issuer's most
recent fiscal year the security offered an above average dividend yield relative
to the latest reported dividend yield on the Morgan Stanley Capital
International World Index; AND (ii) the total equity market capitalization of
the issuer is at least $1 billion. High quality government bonds are those rated
at the time of the Fund's investment within one of the two highest categories of
Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings Group
("S&P"), or, if unrated, determined to be of equivalent quality in the judgment
of G.T. Capital. The remainder of the Fund's assets may be invested in other
equity securities and investment grade government and corporate debt securities
which G.T. Capital believes will assist the Fund in achieving its objective.

The relative proportions of equity and debt securities held by the Fund at any
one time will vary, and will depend upon G.T. Capital's assessment of global
political and economic conditions and the relative strengths and weaknesses of
the world equity and debt markets. To enable the Fund to respond to economic and
market changes, the Fund is authorized to invest up to 100% of its assets in
either equity or debt securities.

The 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 Fund may hold U.S. or foreign currency and/or invest any
portion of its assets in high quality money market instruments of U.S. or
foreign issuers. The 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, to meet its ordinary daily cash needs. See "Investment
Objective and Policies" for a more complete discussion of the Fund's investment
policies.

There is no assurance that the Fund will achieve its investment objective. The
Fund's net asset value

                               Prospectus Page 4
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                               PROSPECTUS SUMMARY
                                  (Continued)
- --------------------------------------------------------------------------------
will fluctuate, reflecting fluctuations in the market value of its portfolio
positions. The value of the debt securities held by the Fund generally
fluctuates inversely with interest rate movements. Certain investment grade debt
securities may possess speculative qualities.

The Fund normally invests in a substantial number of issuers; however, the
Fund's "non-diversified" classification under the Investment Company Act of
1940, as amended ("1940 Act") may cause the value of its shares to fluctuate
more than the shares of a diversified fund. See "Investment Objective and
Policies -- Risk Factors."

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. Changes in foreign
currency exchange rates will affect the Fund's net asset value, earnings and
gains and losses realized on sales of securities. Securities of foreign
companies may be less liquid and their prices more volatile than securities of
comparable U.S. companies. The Fund's participation in the currency, options and
futures markets involves certain risks and transaction costs. See "Investment
Objective and Policies -- Risk Factors."

EXPENSES. The Fund pays G.T. Capital investment management and administration
fees, based on the average daily net assets of the Fund, 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. G.T. Capital has undertaken
to limit the Fund's expenses (exclusive of brokerage commissions, taxes,
interest and extraordinary expenses) to the annual rate of 1.50% of the average
daily net assets of the Fund's Advisor Class shares.

                               Prospectus Page 5
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

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

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

<TABLE>
<CAPTION>
                                                                                                            ADVISOR CLASS
                                                                                                           ---------------
<S>                                                                                                        <C>
SHAREHOLDER TRANSACTION COSTS:
  Maximum sales charge on purchases of shares (as a % of offering price).................................          None
  Sales charges on reinvested distributions to shareholders..............................................          None
  Maximum contingent deferred sales charge...............................................................          None
  Redemption charges.....................................................................................          None
  Exchange Fees:
    -- On first four exchanges each year.................................................................          None
    -- On each additional exchange.......................................................................     $    7.50
ANNUAL FUND OPERATING EXPENSES:
  (AS A % OF AVERAGE NET ASSETS)
  Investment management
    and administration fees..............................................................................          .97%
  12b-1 service and distribution fees....................................................................          None
  Other expenses.........................................................................................          .35%
                                                                                                                -------
Total Fund Operating Expenses............................................................................         1.32%
                                                                                                                -------
                                                                                                                -------
</TABLE>

HYPOTHETICAL EXAMPLE OF EFFECT OF EXPENSES

An investor would have directly or indirectly paid the following expenses at the
end of the periods shown on a $1,000 investment in the Fund, assuming a 5%
annual return*:
<TABLE>
<CAPTION>
                                                                                            ONE YEAR    THREE YEARS  FIVE YEARS
                                                                                              -----     -----------     -----
<S>                                                                                        <C>          <C>          <C>
Advisor Class Shares.....................................................................   $      13    $      41           N/A

<CAPTION>
                                                                                            TEN YEARS
                                                                                              -----
<S>                                                                                        <C>
Advisor Class Shares.....................................................................         N/A
<FN>
- ------------------

*    BECAUSE ADVISOR CLASS SHARES HAVE NOT PREVIOUSLY BEEN OFFERED, EXPENSES ARE
     ESTIMATES AND DO NOT REFLECT ACTUAL ADVISOR CLASS EXPENSES. SUCH DATA ARE
     DERIVED FROM CLASS A AND CLASS B EXPENSES FOR THE FUND BASED ON THE FUND'S
     FISCAL YEAR ENDED OCTOBER 31, 1994. THESE TABLES ARE INTENDED TO ASSIST
     INVESTORS IN UNDERSTANDING THE VARIOUS COSTS AND EXPENSES ASSOCIATED WITH
     INVESTING IN THE FUND. "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 Fund's portfolio transactions pay all or a
     portion of the Fund's custodian fees and transfer agency 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 Fund. Without
     such reductions, "Other expenses" for Advisor Class Shares of the Fund
     would have been 0.38%. 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 the G.T. Group invests in Advisor
     Class shares of the 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; THE 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
     Fund's projected or actual performance.
</TABLE>

                               Prospectus Page 6
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                              FINANCIAL HIGHLIGHTS

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

The tables below provide condensed information concerning income and capital
changes for one share of each class of shares of the 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 fiscal year ended October 31, 1994, have been audited by Coopers & Lybrand
L.L.P., independent accountants, whose report thereon also is included in the
Statement of Additional Information. Financial information is not presented for
Advisor Class because no shares of that class were outstanding during the
periods shown below.
<TABLE>
<CAPTION>
                                                       CLASS B++
                                        ---------------------------------------
                                                                    OCTOBER 22,
                                        YEAR ENDED    YEAR ENDED      1992 TO
                                        OCTOBER 31,   OCTOBER 31,   OCTOBER 31,
                                           1994         1993(A)       1992(A)
                                        -----------   -----------   -----------
<S>                                     <C>           <C>           <C>
Per Share Operating Performance:
Net asset value, beginning of
 period...............................   $   6.29      $   5.28       $ 5.29
                                        -----------   -----------   -----------
Income from investment operations:
Net investment income.................       0.18          0.20         0.01
Net realized and unrealized gain
 (loss) on investments................      (0.03)         1.05        (0.02)
                                        -----------   -----------   -----------
Net increase (decrease) from
 investment operations................       0.15          1.25        (0.01)
                                        -----------   -----------   -----------
Distributions:
  Net investment income...............      (0.17)        (0.20)       (0.00)
  Net realized gain on investments....      (0.06)        (0.00)       (0.00)
  Sources other than net income.......      (0.00)        (0.04)       (0.00)
                                        -----------   -----------   -----------
    Total distributions...............      (0.23)        (0.24)       (0.00)
                                        -----------   -----------   -----------
Net asset value, end of period........   $   6.21      $   6.29       $ 5.28
                                        -----------   -----------   -----------
                                        -----------   -----------   -----------
Total investment return (e)...........       2.48%         24.3%        (0.2)%(b)
                                        -----------   -----------   -----------
                                        -----------   -----------   -----------
Ratios and supplemental data:
Net assets, end of period (in 000's)..   $359,242      $150,768       $  280
Ratio of net investment income to
 average net assets...................       2.65%          2.6%         N/A(d)
Ratio of expenses to average net
 assets before expense reductions.....       2.35%
Ratio of expenses to average net
 assets...............................       2.32%          2.5%         N/A(d)
Portfolio turnover rate+++............        117%           24%          53%

<CAPTION>
                                                                CLASS A+
                                        --------------------------------------------------------
                                                                              SEPTEMBER 25, 1990
                                               YEAR ENDED OCTOBER 31,          (COMMENCEMENT OF
                                        ------------------------------------    OPERATIONS) TO
                                          1994    1993(A)    1992     1991     OCTOBER 31, 1990
                                        --------  --------  -------  -------  ------------------
<S>                                     <C>       <C>       <C>      <C>      <C>
Per Share Operating Performance:
Net asset value, beginning of
 period...............................  $   6.29  $   5.28  $  5.25  $  4.77        $ 4.76
                                        --------  --------  -------  -------       -------
Income from investment operations:
Net investment income.................      0.22      0.24*    0.21*    0.27*         0.01*
Net realized and unrealized gain
 (loss) on investments................     (0.03)     1.05     0.10     0.47          0.00
                                        --------  --------  -------  -------       -------
Net increase (decrease) from
 investment operations................      0.19      1.29     0.31     0.74          0.01
                                        --------  --------  -------  -------       -------
Distributions:
  Net investment income...............     (0.21)    (0.24)   (0.14)   (0.26)        (0.00)
  Net realized gain on investments....     (0.06)    (0.00)   (0.14)   (0.00)        (0.00)
  Sources other than net income.......     (0.00)    (0.04)   (0.00)   (0.00)        (0.00)
                                        --------  --------  -------  -------       -------
    Total distributions...............     (0.27)    (0.28)   (0.28)   (0.26)        (0.00)
                                        --------  --------  -------  -------       -------
Net asset value, end of period........  $   6.21  $   6.29  $  5.28  $  5.25        $ 4.77
                                        --------  --------  -------  -------       -------
                                        --------  --------  -------  -------       -------
Total investment return (e)...........      3.14%     25.1%     5.9%    19.1%          0.2%(b)
                                        --------  --------  -------  -------       -------
                                        --------  --------  -------  -------       -------
Ratios and supplemental data:
Net assets, end of period (in 000's)..  $317,847  $251,428  $27,754  $71,376        $9,486
Ratio of net investment income to
 average net assets...................      3.30%      3.3%*     4.1%*     5.0%*          2.9%*(c)
Ratio of expenses to average net
 assets before expense reductions.....      1.70%
Ratio of expenses to average net
 assets...............................      1.67%      1.8%*     1.9%*     1.9%*          0.6%*(c)
Portfolio turnover rate+++............       117%       24%      53%      46%         none
<FN>
- ------------------
+    All capital shares issued and outstanding as of October 21, 1992 were
     reclassified as Class A shares.
++   Commencing October 22, 1992 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.
*    Includes reimbursement by G.T. Capital Management, Inc. of Fund operating
     expenses of $0.005, $0.02, $0.03 and $0.01 for the year ended October 31,
     1993, 1992, 1991 and for the period from September 25, 1990 to October 31,
     1990, respectively. Without such reimbursements, the expense ratios would
     have been 1.93%, 2.20%, 2.46% and 2.40% and the net investment income to
     average net assets would have been 3.20%, 3.70%, 4.40% and 1.04% for the
     year ended October 31, 1993, 1992, 1991 and for the period from September
     25, 1990 to October 31, 1990, respectively.
(a)  These selected per share data were calculated based upon weighted average
     shares outstanding during the year.
(b)  Not annualized.
(c)  Annualized.
(d)  Ratios not meaningful due to short period of operation of Class B shares.
(e)  Total investment return does not include sales charges.
</TABLE>

                               Prospectus Page 7
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                              INVESTMENT OBJECTIVE
                                  AND POLICIES

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

The Fund's investment objective is long-term capital appreciation together with
current income. The Fund seeks its objective by investing in a global portfolio
of both equity and debt securities, allocated among diverse international
markets. The Fund is designed for investors who wish to accept the risks
entailed in such investments, which are different from those associated with a
portfolio consisting entirely of U.S. securities. See "Investment Objective and
Policies -- Risk Factors." There is no assurance that the Fund's investment
objective will be achieved.

Consistent with the Fund's investment objective, G.T. Capital employs a
conservative investment style in managing the Fund's assets. In so doing G.T.
Capital attempts to limit volatility and risk to capital.

At least 65% of the Fund's total assets normally will be invested in a
combination of blue-chip equity securities and high quality government bonds.
The Fund considers an equity security to be "blue chip" if (i) during the
issuer's most recent fiscal year the security offered an above average dividend
yield relative to the latest reported dividend yield on the Morgan Stanley
Capital International World Index; AND (ii) the total equity market
capitalization of the issuer is at least $1 billion. Government bonds are deemed
to be high quality if at the time of the Fund's investment they are rated within
one of the two highest ratings categories of Moody's or S&P or, if unrated, are
deemed to be of equivalent quality in the judgment of G.T. Capital.

Up to 35% of the Fund's total assets may be invested in other equity securities
and investment grade government and corporate debt obligations which G.T.
Capital believes will assist the Fund in achieving its objective. "Investment
grade" debt refers to those securities rated within one of the four highest
ratings categories of Moody's or S&P, or, if unrated, deemed to be of equivalent
quality in the judgment of G.T. Capital. Securities rated in the lowest category
of investment grade, Baa, are described by Moody's as having speculative
characteristics.

The equity securities in which the Fund may invest include common stocks,
preferred stocks, and warrants to acquire such stocks and other equity
securities. Government bonds that the Fund may purchase include debt obligations
issued or guaranteed by the United States or foreign governments (including
foreign states, provinces or municipalities) or their agencies, authorities or
instrumentalities. Such government securities also may include debt obligations
of supranational entities organized or supported by several national
governments, such as the World Bank and the Asian Development Bank. The debt
obligations held by the Fund may include debt obligations convertible into
equity securities or having attached warrants or rights to purchase equity
securities.

The Fund currently contemplates that it will invest principally in securities of
issuers in the United States, Canada, Japan, Mexico, the Western European
nations, New Zealand and Australia. The Fund may invest substantially in
securities denominated in one or more currencies. Under normal conditions, the
Fund invests in issues of not less than three different countries and issuers of
any one country, other than the U.S., will represent no more than 40% of the
Fund's total assets. The Fund may purchase securities that are issued by the
government or a corporation or financial institution of one nation but
denominated in the currency of another nation (or a multinational currency
unit).

SELECTION OF INVESTMENTS AND ASSET ALLOCATION. G.T. Capital allocates the Fund's
assets among securities of countries and in currency denominations where
opportunities for meeting the Fund's investment objective are expected to be the
most attractive. The relative proportions of equity and debt securities held by
the Fund at any one time will vary, and will depend upon G.T. Capital's
assessment of global political and economic conditions and the relative
strengths and weaknesses of the world equity and debt markets. For instance, if
G.T. Capital expects the world's equity markets to produce strong appreciation,
a relatively greater portion of the Fund's assets may be invested in equity
securities. Conversely, if G.T. Capital believes equity markets will be weak for
a period of

                               Prospectus Page 8
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
time, the Fund may focus its investments on debt securities and higher yielding
equity securities. To enable the Fund to respond to general economic changes and
market conditions around the world, the Fund is authorized to invest up to 100%
of its total assets in either equity securities or debt securities.

G.T. Capital attempts to identify those countries and industries where economic
and political factors are likely to produce above-average growth rates and to
further identify companies in such countries and industries that are best
positioned and managed to benefit from these factors. In evaluating possible
equity investments, G.T. Capital attempts to identify and acquire only
securities it deems to represent high or improving investment quality.
Securities representing high investment quality generally will include those of
well-known, established and successful issuers that G.T. Capital believes will
continue to be successful in the future. Securities representing improving
investment quality may include those of an issuer which, for instance, has
improved its sales or earnings or of an issuer the balance sheet and financial
condition of which is improving. G.T. Capital seeks to avoid equity securities
that appear overly speculative or risky, even if they have otherwise attractive
features or investment potential.

In evaluating debt securities considered for the Fund, G.T. Capital analyzes
their yield, maturity, issue classification and quality characteristics, coupled
with expectations regarding the local and world economies, movements in the
general level and term of interest rates, currency values, political
developments, and variations of the supply of funds available for investment in
the world bond market relative to the demands placed upon it. G.T. Capital may
increase the average maturity of the portion of the Fund's portfolio invested in
debt obligations when it expects interest rates to decline, and may decrease
such maturity when it expects interest rates to rise. There are no limitations
on the maximum or minimum maturities of the debt securities considered by the
Fund for investment or on the average weighted maturity of the debt portion of
the Fund's portfolio.

Should the rating of any debt security be revised while such security is owned
by the Fund, G.T. Capital will evaluate what action, if any, is appropriate with
respect to such security. A description of the Moody's and S&P ratings is
included in the "Appendix" to the Statement of Additional Information.

G.T. Capital generally evaluates currencies 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. If the currency in which a security is denominated
appreciates against the U.S. dollar, the dollar value of the security will
increase. Conversely, if the exchange rate of the foreign currency declines, the
dollar value of the security will decrease. However, the Fund may seek to
protect itself against such negative currency movements through the use of
hedging techniques. The Fund may also use instruments (including forward
currency contracts) often referred to as "derivatives." See "Options, Futures
and Forward Currency Transactions."

OTHER POLICIES. The Fund may invest up to 10% of its net assets in illiquid
securities and other securities for which no readily available market exists,
and up to 5% of its total assets in a combination of securities purchased on a
when-issued basis or with respect to which it has entered into forward
commitment agreements.

The Fund retains the flexibility to respond promptly to changes in market and
economic conditions. Accordingly, in the interest of preserving shareholders'
capital, G.T. Capital may employ a temporary defensive investment strategy if it
determines such a strategy to be warranted due to market conditions. Under a
defensive strategy, the Fund may hold cash (U.S. dollars, foreign currencies or
multinational currency units) and/or invest any portion or all of its assets in
high quality money market instruments of U.S. or foreign government or corporate
issuers, and most or all of the Fund's investments may be made in the United
States and denominated in U.S. dollars. To the extent the Fund adopts a
temporary defensive posture, it will not be invested so as to directly achieve
its investment objective. In addition, pending investment of proceeds from new
sales of Fund shares or in order to meet ordinary daily cash needs, the Fund may
hold cash (U.S. dollars, foreign currencies or multinational currency units) and
may invest in foreign or domestic high quality money market instruments. Money
market instruments in which the Fund may invest include, but are not limited to,
U.S. or foreign government securities; high grade commercial paper; bank
certificates of deposit; bankers' acceptances; and repurchase agreements
relating to any of the foregoing.

                               Prospectus Page 9
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

From time to time, it may be advantageous for the Fund to borrow money rather
than sell existing portfolio positions to meet redemption requests. Accordingly,
the Fund may borrow from banks or may borrow through reverse repurchase
agreements and "roll" transactions in connection with meeting requests for the
redemption of Fund shares. The Fund also may borrow up to 5% of its total assets
for temporary or emergency purposes other than to meet redemptions. However, the
Fund will not borrow for leverage purposes nor will the Fund purchase securities
while borrowings in excess of 5% of the Fund's total assets are outstanding. See
"Investment Objective and Policies" in the Statement of Additional Information.

The Fund is authorized to make loans of its portfolio securities to
broker/dealers or to other institutional investors. The borrower must maintain
with the Fund's custodian collateral consisting of cash, U.S. government
securities or other liquid, high grade debt securities equal to at least 100% of
the value of the borrowed securities, plus any accrued interest. The Fund will
receive any interest paid on the loaned securities and a fee and/or a portion of
the interest earned on the collateral. The Fund will limit 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 or
possible loss of rights in the collateral should the borrower fail financially.

RISK FACTORS. The Fund's net asset value will fluctuate, reflecting fluctuations
in the market value of its portfolio positions. Equity securities, particularly
common stocks, generally represent the most junior position in an issuer's
capital structure, and as such, generally entitle holders to an interest in the
assets of an issuer, if any, remaining after all more senior claims to such
assets have been satisfied. In addition, the value of debt securities held by
the Fund generally will fluctuate with changes in the perceived creditworthiness
of the issuers of such securities and movements in interest rates. Further,
investments in foreign governmental issuers of debt involve special risks,
including the risk that such governmental issuers may be unable or unwilling to
repay principal and interest when due. Investment grade debt securities rated
Baa by Moody's are described by Moody's as having speculative characteristics,
and therefore may be affected by economic conditions and changes in the
circumstances of their issuers to a greater extent than higher rated bonds.

The Fund normally will invest in a substantial number of issuers; however, the
Fund has registered under the 1940 Act as a "non-diversified" mutual fund so
that it will be able to invest, with respect to 50% of its assets, more than 5%
of its assets in the securities of a single issuer. Since, as a "non-
diversified" fund, the Fund is permitted to invest a greater proportion of its
assets in the securities of a smaller number of issuers, the Fund may be subject
to greater investment and credit risk with respect to its portfolio than a fund
which is diversified.

According to G.T. Capital, as of December 31, 1994, over 63% of the total equity
market capitalization worldwide was represented by non-U.S. equity securities,
and as of December 31, 1994, more than 63% of the value of all outstanding
government debt obligations throughout the world was represented by obligations
denominated in currencies other than the U.S. dollar. Moreover, from time to
time the equity and debt securities of issuers located outside the U.S. have
substantially outperformed the equity and debt securities of U.S. issuers.
Accordingly, G.T. Capital believes that the Fund's policy of investing in equity
and debt securities of issuers throughout the world may enable the achievement
of results superior to those produced by mutual funds with similar objectives to
those of the Fund that invest solely in U.S. equity and debt securities.

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

In addition, with respect to some foreign countries, there is the increased
possibility of expropriation or confiscatory taxation, limitations on the
removal of funds or other assets of the Fund, political or social instability,
or diplomatic or economic

                               Prospectus Page 10
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
developments which could affect the Fund's 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. G.T. Capital will rely on its worldwide
financial and investment expertise to attempt to limit these risks.

Since the Fund may invest substantially in securities denominated in currencies
other than the U.S. dollar, and since the Fund may hold foreign currencies, the
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 the Fund's
shares, and also may affect the value of dividends and interest earned by the
Fund and gains and losses realized by the Fund. The exchange rates between the
U.S. dollar and other currencies are determined by supply and demand in the
currency exchange markets, the international balance of payments, government
intervention, speculation and other economic and political conditions.

OPTIONS, FUTURES AND FORWARD CURRENCY TRANSACTIONS. To attempt to increase
return, the Fund may write call options on securities, this strategy will be
employed only when, in the opinion of G.T. Capital, the size of the premium the
Fund receives for writing the option is adequate to compensate the Fund against
the risk that appreciation in the underlying security may not be fully realized
if the option is exercised. The Fund also is authorized to write put options to
attempt to enhance return, although it does not have the current intention of so
doing.

In seeking to protect against currency exchange rate or interest rate changes
that are adverse to its present or prospective positions, the Fund may employ
certain risk management practices involving the use of forward currency
contracts, futures contracts, options on securities, options on currencies,
options on indices and options on futures contracts to attempt to reduce the
overall level of investment risk normally associated with the Fund. 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). The Fund may enter into such instruments up to the full value of
its portfolio assets. There can be no assurance that the Fund's risk management
policies will succeed. These techniques are described below and are detailed
further in the Statement of Additional Information.

To attempt to hedge against adverse movements in exchange rates between
currencies, the 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 Fund may enter into forward currency
contracts either with respect to specific transactions or with respect to the
Fund's portfolio positions. For example, when the Fund anticipates making a
purchase or sale of a security, the Fund 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 G.T. Capital believes that a particular
currency may decline compared to the U.S. dollar or another currency, the Fund
may enter into a forward contract to sell the currency G.T. Capital expects to
decline in an amount approximating the value of some or all of the Fund's
portfolio securities denominated in a foreign currency. The Fund also may
purchase and sell put and call options on currencies to hedge against movements
in exchange rates. Premiums paid for currency options held by the Fund may not
exceed 5% of the Fund's total assets. The Fund may also purchase and sell
currency futures contracts and options on such futures contracts to hedge the
Fund's portfolio against movements in foreign currency exchange rates.

In addition, the Fund 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 that G.T. Capital intends to include in the
Fund's portfolio. The Fund also may write call and put options and buy put and
call options on stock indices. 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 Fund may sell index futures contracts and may purchase put options
or write call options on such futures contracts to protect against a general
market or market sector decline that could adversely affect the Fund's
portfolio. The Fund also may buy index futures contracts and purchase call
options or write put options on such contracts to hedge against a general market
or market sector advance and thereby attempt to lessen the cost of

                               Prospectus Page 11
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
future securities acquisitions. Similarly, the Fund 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, the Fund may write and purchase 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 the Fund may enter into forward contracts or
futures contracts or engage in options transactions. See "Taxes" in the
Statement of Additional Information.

Although the Fund might not employ any of the foregoing strategies, its 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 G.T. Capital's ability to predict movements in
the prices of individual securities, fluctuations in the general securities
markets and movements in interest rates 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 Fund invests; (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 the Fund
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 the Fund to sell a security
at a disadvantageous time, due to the need for the Fund to maintain "cover" or
to segregate securities in connection with hedging transactions; and (6) the
possible need to defer closing out certain options, futures contracts and
options thereon and forward currency contracts in order to continue to qualify
for the beneficial tax treatment afforded regulated investment companies under
the Code. See "Dividends, Other Distributions and Federal Income Taxation"
herein and "Taxes" in the Statement of Additional Information. If G.T. Capital
incorrectly forecasts securities market movements, currency exchange rates or
interest rates in utilizing a strategy for the Fund, the Fund would be in a
better position if it had not hedged at all. The Fund may also conduct its
foreign currency exchange transactions on a spot (I.E., cash) basis at the spot
rate prevailing in the foreign currency exchange market.

REPURCHASE AGREEMENTS. Repurchase agreements are transactions in which the 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, the Fund
intends to enter into repurchase agreements only with banks and dealers believed
by G.T. Capital to present minimum credit risks in accordance with guidelines
established by the Company's Board of Directors. G.T. Capital will review and
monitor the creditworthiness of such institutions under the Board's general
supervision. See "Investment Objective and Policies -- Repurchase Agreements" in
the Statement of Additional Information.

OTHER INFORMATION. The Fund's investment objective 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 the
Fund's outstanding voting securities" means the lesser of (i) 67% of the shares
represented at a meeting at which more than 50% of the outstanding shares are
represented, or (ii) more than 50% of the outstanding shares. In addition, the
Fund has adopted certain investment limitations 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 Fund's investment policies described in this Prospectus and in the Statement
of Additional Information may be changed by a vote of a majority of the
Company's Board of Directors without shareholder approval. The Fund's policies
regarding concentration and lending, and the percentage of Fund assets that may
be committed to borrowing, are fundamental policies and may not be changed
without shareholder approval. See "Investment Limitations" in the Statement of
Additional Information.

                               Prospectus Page 12
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                                 HOW TO INVEST

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

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

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

Orders received by G.T. 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. The Fund and G.T. 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 G.T. Global concerning their eligibility to purchase Advisor
Class shares. For specific information on opening an account, please contact
your Financial Advisor or G.T. Global.

PURCHASE BY BANK WIRE. Shares of the Fund may also be purchased through G.T.
Global by bank wire. Bank wire purchases will be effected at the next determined
public offering price after the bank wire is received. Accordingly, a bank wire
received by the close of 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 the 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
Fund. 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 the Fund's shares will not be issued unless a written request is
submitted to the Transfer Agent. Shares of the 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 FUND AND G.T. GLOBAL RECOMMEND THAT SHAREHOLDERS DO
NOT REQUEST ISSUANCE OF CERTIFICATES.

                               Prospectus Page 13
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                             HOW TO MAKE EXCHANGES

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

Advisor Class shares of the Fund may only be exchanged for Advisor Class shares
of the other G.T. Global Mutual 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 G.T. Global
Mutual Fund Shares to be acquired may be legally made. EXCHANGES ARE NOT
TAX-FREE AND MAY RESULT IN A SHAREHOLDER REALIZING A GAIN OR LOSS, AS THE CASE
MAY BE, FOR TAX PURPOSES. See "Dividends, Other Distributions and Federal Income
Taxation." Other than the Fund, the G.T. Global Mutual Funds currently include:

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

*   Formerly G.T. Pacific 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 instructions 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 Fund, G.T. Global and the Transfer Agent shall not be liable for any loss or
damage for acting in good faith upon instructions received by telephone and
reasonably believed to be genuine. The 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 Fund may be liable for any
losses due to unauthorized or fraudulent instructions if it does not follow
reasonable procedures.

Investors in Wrap Fee Accounts and Advisory Accounts interested in making an
exchange should contact their Financial Advisors to request the prospectuses of
the other G.T. Global Mutual Fund(s) being considered. Other investors should
contact G.T. 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 the Fund's or G.T. 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.

                               Prospectus Page 14
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                              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 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 institutions.
A notary public is not an acceptable guarantor.

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 for each wire
redemption sent but reserves the right to do so in the future. The shareholder's
bank may change 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, G.T. Global and the Transfer Agent shall not be liable for any loss or
damage for acting in good faith upon instructions received by telephone and
reasonably believed to be genuine. The 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 Fund may be liable for any
losses due to unauthorized or fraudulent instructions if it does 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
as to

                               Prospectus Page 15
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
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 in writing 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 post
effective date cannot be accepted.

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

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

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

                               Prospectus Page 16
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                           SHAREHOLDER ACCOUNT MANUAL

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

Purchase, exchange and redemption orders may be placed in accordance with this
Manual. It is recommended that investors in Wrap Fee Accounts and Advisory
Acounts make such orders through their Financial Advisor. INVESTORS SHOULD
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.

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

INVESTMENTS BY MAIL

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

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

INVESTMENTS BY BANK WIRE

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 INVESTOR'S CERTIFIED TAXPAYER IDENTIFICATION NUMBER MUST BE SENT TO G.T.
GLOBAL AT THE ADDRESS PROVIDED ABOVE UNDER "INVESTMENTS BY MAIL." Wire
instructions must state Fund name, class of shares, shareholder's registered
name and account number. Bank wires should be sent through the Federal Reserve
Bank Wire System to:

    WELLS FARGO BANK N.A.
    ABA 121000248
    Attn: G.T. GLOBAL
         Account No. 4023-050701

EXCHANGES BY TELEPHONE

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

EXCHANGES BY MAIL

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

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

REDEMPTIONS BY TELEPHONE

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

REDEMPTIONS BY MAIL

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

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

OVERNIGHT MAIL

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

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

ADDITIONAL QUESTIONS

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

                               Prospectus Page 17
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                         CALCULATION OF NET ASSET VALUE

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

The Fund calculates its net asset value as of the close of normal 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. The
Fund's net asset value per share is computed by determining the value of its
total assets (the securities it holds plus any cash or other assets, including
the interest accrued but not yet received), subtracting all the Fund's
liabilities (including accrued expenses), and dividing the result by the total
number of shares outstanding at such time. Net asset value is determined
separately for each class of the Fund.

Equity securities are valued at the last sale price on the exchange or in the
principal over-the-counter market in which such securities are traded, as of the
close of business on the day the securities are being valued, or, lacking any
sales, at the last available bid price. Long-term obligations are valued at the
mean of representative quoted bid and asked prices for such securities or, if
such prices are not available, at prices for securities of comparable maturity,
quality and type; however, when G.T. Capital deems it appropriate, prices
obtained from a bond pricing service will be used. Short-term debt investments
are amortized to maturity based on their cost, adjusted for foreign exchange
translation and market fluctuations, provided such valuations represent fair
value. When market quotations for futures and options positions held by the 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 are valued at fair value determined in good faith by the Company's
Board of Directors. Securities quoted in foreign currencies will be valued in
U.S. dollars based on the prevailing exchange rates on that day.

The Fund's portfolio securities, from time to time, may be listed primarily on
foreign exchanges or over-the-counter dealer markets which trade on days when
the NYSE is closed (such as a Saturday). As a result, the net asset values of
the Fund may be significantly affected by such trading on days when shareholders
cannot purchase or redeem shares of the Fund.

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

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

DIVIDENDS AND OTHER DISTRIBUTIONS. The Fund pays quarterly dividends from its
net investment income, if any, which includes dividends, accrued interest and
earned discount (including both original issue and market discounts) less
applicable expenses. The Fund also normally distributes for each fiscal year
substantially all of its realized net short-term capital gains (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. The 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 the 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 will be higher than the per share
income dividends on other classes of the Fund's shares as a result of the
service and distribution fees applicable to those other shares. SHAREHOLDERS MAY
ELECT:

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

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

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

                               Prospectus Page 18
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
    Advisor Class shares of the Fund (or other G.T. Global Mutual Funds); or

/ / to receive dividends and other distributions in cash.

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

Any dividend or other distribution paid by the 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. The Fund intends to continue to qualify for treatment as a regulated
investment company under the Code. In each taxable year that the Fund so
qualifies, the Fund (but not its shareholders) will be relieved of federal
income tax on that part of its investment company taxable income (consisting
generally of net investment income, net gains from certain foreign currency
transaction and net short-term capital gain) and net capital gain that is
distributed to its shareholders.

Dividends from the 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 the Fund's net capital gain when designated as such, are taxable to its
shareholders as long-term capital gain, regardless of how long they have held
their Fund shares and whether paid in cash or reinvested in additional shares.

The 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.

The 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 the
Fund.

A redemption of Fund shares may result in taxable gain or loss to the redeeming
shareholder, depending upon whether the redemption proceeds are more or less
than the shareholder's adjusted basis for the redeemed shares. An exchange of
Fund shares for shares of another G.T. Global Mutual Fund generally will have
similar tax consequences. In addition, if Fund shares are purchased within 90
days before or after redeeming other Fund shares (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 the Fund and its shareholders. See "Taxes" in
the Statement of Additional Information for a further discussion. There may be
other federal, state, local or foreign tax considerations applicable to a
particular investor. Prospective investors therefore are urged to consult their
tax advisers.

                               Prospectus Page 19
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                                   MANAGEMENT

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

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

INVESTMENT MANAGEMENT AND ADMINISTRATION. Services provided by G.T. Capital as
the Fund's investment manager and administrator include, but are not limited to,
determining the composition of the Fund's portfolio and placing orders to buy,
sell or hold particular securities; furnishing corporate officers and clerical
staff; providing office space, services and equipment; and supervising all
matters relating to the Fund's operation. For these services, the Fund pays G.T.
Capital investment management and administration fees, computed daily and paid
monthly, based on the 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. This rate is higher than that paid by
most mutual funds.

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

G.T. Capital is the U.S. member of the G.T. Group, an international investment
advisory organization established in 1969 for the purpose of rendering
international portfolio management services to both institutional and individual
clients. Since the G.T. Group was established, it has gained a reputation as a
leader in identifying and investing in emerging and established markets around
the world. As of April 1, 1995, aggregate assets under G.T. Group management
exceeded $20 billion, of which more than $17 billion was invested in the
securities of non-U.S. issuers.

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

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

                               Prospectus Page 20
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

In managing the Fund, G.T. Capital employs a team approach, taking advantage of
the resources of its various investment offices around the world in seeking to
achieve the Fund's objectives. In addition, in managing the Fund these
individuals utilize the research and related work of other members of G.T.
Capital's investment staff. The investment professionals primarily responsible
for the portfolio management of the Fund are as follows:

                              GROWTH & INCOME FUND

<TABLE>
<CAPTION>
                                               RESPONSIBILITIES FOR                      BUSINESS EXPERIENCE
NAME/OFFICE                                          THE FUND                              LAST FIVE YEARS
- -----------------------------------  ----------------------------------------  ----------------------------------------
<S>                                  <C>                                       <C>
Nicholas S. Train                    Portfolio Manager (asset allocation and   Portfolio Manager for G.T. Management
 London                               non-U.S. security selection) since 1991   PLC (London); Portfolio Manager for
                                                                                G.T. Capital since 1991
Soraya M. Betterton                  Portfolio Manager (U.S. and Latin         Portfolio Manager for G.T. Capital
 San Francisco                        America security selection) since 1991
Gary Kreps                           Overall supervision and asset allocation  Chief Investment Officer -- Global Fixed
 San Francisco                        of established market debt investments    Income Investments for G.T. Capital
                                      since 1992                                since 1992; From 1988 to 1992, Mr.
                                                                                Kreps was the Senior Vice President for
                                                                                Global Fixed Income for Putnam
                                                                                Management Co. (Boston)
Paul Murray-John                     Portfolio Manager (established market     Trader for G.T. Management PLC (London)
 London                               debt selection) since 1994                since 1993; From 1992 to 1993, Mr.
                                                                                Murray-John was an Analyst, Bloomberg,
                                                                                L.P. Prior thereto, he was Fund Manager
                                                                                for Robert Fleming & Co.; Portfolio
                                                                                Manager of G.T. Capital since 1994
</TABLE>

In placing orders for the Fund's portfolio transactions, G.T. Capital seeks to
obtain the best net results. G.T. Capital has no agreement or commitment to
place orders with any broker/dealer. 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. Consistent with its
obligation to obtain best net results, G.T. Capital may consider a
broker/dealer's sale of shares of the G.T. Global Mutual Funds as a factor in
considering through whom portfolio transactions will be effected. Brokerage
transactions for the Fund may be executed through any of the BIL GT Group
affiliates.

The Fund's portfolio turnover rate during the fiscal year ended October 31, 1994
was 117%. However, G.T. Capital does not regard portfolio turnover as a limiting
factor and will buy or sell securities for either Fund as necessary in response
to market conditions to meet the Fund's objective. The portfolio turnover rate
is calculated by dividing the lesser of sales or purchases of portfolio
securities by the Fund's average month-end portfolio value, excluding short-term
investments. For purposes of this calculation, portfolio securities exclude
purchases and sales of debt securities having a maturity at the date of purchase
of one year or less. Increase in portfolio turnover involves correspondingly
greater transaction costs in the form of brokerage commissions or dealer spreads
and other costs that a Fund will bear directly, and may result in the
realization of net capital gains, which are taxable when distributed to
shareholders.

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

G.T. Capital or an affiliate thereof may make ongoing payments to Finaical
Advisors and others that facilitate the administration and servicing of Advisor
Class shareholder accounts.

G.T. Global, at its own expense, may also provide promotional incentives to
brokers that sell shares of the Fund and/or shares of the other G.T. Global
Mutual Funds. In some instances compensation or promotional incentives may be
offered to brokers that have sold or may sell significant amounts of shares
during specified periods of time. Such compensation and incentives may include,
but are

                               Prospectus Page 21
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
not limited to, cash, merchandise, trips and financial assistance to brokers in
connection with preapproved conferences or seminars, sales or training programs
for invited sales personnel, payment for travel expenses (including meals and
lodging) incurred by sales personnel and members of their families or other
invited guests to various locations for such seminars or training programs,
seminars for the public, advertising and sales campaigns regarding one or more
of the G.T. Global Mutual Funds, and/or other events sponsored by the broker.

The Glass-Steagall Act and other applicable laws, among other things, generally
prohibit federally chartered or supervised banks from engaging in the business
of underwriting or distributing securities. Accordingly, G.T. Global intends to
engage banks (if at all) only to perform administrative and shareholder
servicing functions. Banks and broker/ dealer affiliates of banks may also
execute dealer agreements with G.T. Global for the purpose of selling shares of
the Fund. 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 the Fund, such as an additional investment, a
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 the Fund's
automatic dividend reinvestment program may be provided quarterly. Shortly after
the end of the Fund's fiscal year on October 31 and fiscal half-year on April 30
of each year, shareholders receive an annual and semiannual report,
respectively. These reports list the securities held by the Fund and financial
statements relating to the Fund. In addition, the federal income tax status of
distributions made by the Fund to shareholders are reported after the end of
each calendar year on Form 1099-DIV.

ORGANIZATION. The Company was organized as a Maryland corporation on October 29,
1987. Until April 28, 1989, the name of the Company was G.T. Global Income
Series, Inc. From time to time, the Company may establish other funds, each
corresponding to a distinct investment portfolio and a distinct series of the
Company's common stock. Shares of the 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 the Fund will be
voted by the Fund's shareholders individually when the matter affects the
specific interest of the Fund only, such as approval of its investment
management arrangements. In addition, each class of shares of the 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 Directors and ratification of the Board of Directors' selection of
the Company's independent accountants.

Normally there will be no annual meeting of shareholders in any year, 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
Directors holding office had been elected by shareholders. Directors 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
Directors can elect all the Directors. A Director 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
Director 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 other
investors. There are two

                               Prospectus Page 22
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
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 new 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 1.67% of
average net assets for the Fund.

CLASS B. Class B shares are sold at net asset value with no initial sales charge
at the time of purchase. Class B shares bear annual service and distribution
fees of up to 1.00% of the average daily net assets of that class, and investors
pay a contingent deferred sales charge of up to 5% of the lesser of the original
purchase price or the net asset value of such shares at the time of redemption.
This deferred sales charge is waived for certain redemptions and is reduced for
shares held more than one year. For the fiscal year ended December 31, 1994,
total operating expenses for the Class B shares were 2.32% of average net assets
for the 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 Advisor
Class shares of a Fund generally will be higher than that of the 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 Fund expects that the
total return on an investment in shares of the Advisor Class will be higher than
the total return on Class A or Class B shares.

Pursuant to the Company's Articles of Incorporation, it may issue six billion
shares. Of this number, 300 million shares have been classified as shares of the
Fund; 100 million shares have been classified as Class A shares, 100 million
shares have been classified as Class B shares and 100 million shares have been
classified as Advisor Class shares for the Fund. This amount may be increased
from time to time in the discretion of the Board of Directors. Each share of the
Fund represents an interest in the Fund only, has a par value of $0.0001 per
share, represents an equal proportionate interest in the Fund with other shares
of the Fund and is entitled to such dividends and other distributions out of the
income earned and gain realized on the assets belonging to the Fund as may be
declared at the discretion of the Board of Directors. Each Class A, Class B and
Advisor Class share of the Fund is equal as to earnings, assets and voting
privileges, except as noted above, and each class bears the expenses, if any,
related to the distribution of its shares. Shares of the Fund when issued are
fully paid and nonassessable.

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

PERFORMANCE INFORMATION. The 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, the Fund may quote its average annual total return
("Standardized Return"). Standardized Return is calculated separately for each
class of shares of the 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 other
distributions at net asset value on the reinvestment date as established by the
Board of Directors.

In addition, in order to more completely represent the Fund's performance or
more accurately compare such performance to other measures of investment return,
the 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 total return (e.g., income and capital appreciation or
depreciation); it assumes reinvestment of all dividends and other

                               Prospectus Page 23
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
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.

The Fund's performance data reflects past performance and is not necessarily
indicative of future results. The 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 the Fund's investment results with
those published for other investment companies, other investment vehicles and
unmanaged indices. The Fund's results also should be considered relative to the
risks associated with its investment objective and policies. The Fund will
include performance data for all classes of shares of the Fund in any
advertisement or information including performance data for the Fund. See
"Investment Results" in the Statement of Additional Information.

The 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 Fund are performed by G.T. Global Investor Services, Inc. The
Transfer Agent is an affiliate of G.T. Capital and G.T. Global and a subsidiary
of BIL GT Group, and maintains its offices at 50 California Street, 27th Floor,
San Francisco, California 94111.

CUSTODIAN AND ACCOUNTING AGENT. State Street Bank and Trust Company, 225
Franklin Street, Boston, Massachusetts 02110 is custodian of the Fund's assets
and serves as the Fund's accounting agent.

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

INDEPENDENT ACCOUNTANTS. The Company's and the Fund's independent accountants
are Coopers & Lybrand L.L.P., One Post Office Square, Boston, Massachusetts
02109. Coopers & Lybrand L.L.P. conducts an annual audit of the Fund, assists in
the preparation of the Fund's federal and state income tax returns and consults
with the Company and the Fund 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 24
<PAGE>

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

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

      NOTE:  Trust registrations should specify name of trustee(s),  beneficiary(ies) and date of trust instrument. Registration for
      Uniform Gifts/Transfers to Minors accounts should be  in the name of one custodian and  one minor and include the state  under
      which the custodianship is created.
                                                                  ----------------------------------------------------------------
- ------------------------------------------------------------      Social Security Number / / or Tax I.D. Number / / (Check
Owner                                                             applicable box)
- ------------------------------------------------------------      If more than one owner, social security number or taxpayer
Co-owner 1                                                        identification number should be provided for first owner listed.
- ------------------------------------------------------------      If a purchase is made under Uniform Gift/Transfer to Minors Act,
Co-owner 2                                                        social security number of the minor must be provided.
                                                                  Resident of / / U.S.  / / Other (specify) ----------------
- --------------------------------------------------------------------------------------      ( )
Street Address                                                                              ---------------------------
- --------------------------------------------------------------------------------------      Home Telephone
City, State, Zip Code                                                                       ( )
                                                                                            ---------------------------
                                                                                            Business Telephone
FUND SELECTION $25,000 total minimum initial investment is required. Checks should be made payable to "G.T. GLOBAL."
</TABLE>

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

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

AGREEMENTS & SIGNATURES

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

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

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

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

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

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

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

<TABLE>
<S>                                                          <C>

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

<PAGE>
ACCOUNT PRIVILEGES

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

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

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

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

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

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

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

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

- -------------------------------------------------------------------------------------------------------------------------
Advisor's Authorized Signature                                                        Title
</TABLE>
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                                     NOTES

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

                               Prospectus Page 25
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                                     NOTES

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

                               Prospectus Page 26
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                                     NOTES

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

                               Prospectus Page 27
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                                     [LOGO]
                           G.T. GLOBAL GROUP OF FUNDS

  G.T.  GLOBAL  OFFERS  A  BROAD  RANGE OF  MUTUAL  FUNDS  TO  COMPLEMENT MANY
  INVESTORS' PORTFOLIOS. FOR MORE INFORMATION AND  A PROSPECTUS ON ANY OF  THE
  G.T.  GLOBAL  MUTUAL FUNDS,  PLEASE CONTACT  G.T.  GLOBAL OR  YOUR FINANCIAL
  ADVISOR.

GROWTH FUNDS

/ / GLOBALLY DIVERSIFIED FUNDS
G.T. GLOBAL WORLDWIDE GROWTH FUND
Invests around the world, including the U.S.
G.T. GLOBAL INTERNATIONAL GROWTH FUND
Provides portfolio diversity by investing outside
the U.S.
G.T. GLOBAL EMERGING MARKETS FUND
Gives access to the growth potential of developing economies
/ / GLOBAL THEME FUNDS
G.T. GLOBAL HEALTH CARE FUND
Invests in growing health care industries worldwide
G.T. GLOBAL TELECOMMUNICATIONS FUND
Invests in companies worldwide that develop, manufacture or sell
telecommunications services or equipment
G.T. GLOBAL INFRASTRUCTURE FUND
Seeks companies that build, improve or maintain a country's infrastructure
G.T. GLOBAL FINANCIAL SERVICES FUND
Focuses on the worldwide opportunities from the demand for financial services
and products
G.T. GLOBAL NATURAL RESOURCES FUND
Concentrates on companies that own, explore or develop natural resources
G.T. GLOBAL CONSUMER PRODUCTS AND SERVICES FUND
Invests in companies that manufacture, market, retail, or distribute consumer
products or services
/ / REGIONALLY DIVERSIFIED FUNDS
G.T. GLOBAL NEW PACIFIC GROWTH FUND
Offers access to the emerging and established markets of the Pacific Rim,
excluding Japan
G.T. GLOBAL EUROPE GROWTH FUND
Focuses on investment opportunities in the new, unified Europe
G.T. LATIN AMERICA GROWTH FUND
Invests in the emerging markets of Latin America
/ / SINGLE COUNTRY FUNDS
G.T. GLOBAL AMERICA GROWTH FUND
Concentrates on small and medium-sized companies in the U.S.
G.T. GLOBAL JAPAN GROWTH FUND
Provides U.S. investors with direct access to the Japanese market

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

INCOME FUNDS

G.T. GLOBAL GOVERNMENT INCOME FUND
Earns monthly income from global government securities
G.T. GLOBAL STRATEGIC INCOME FUND
Allocates its assets among debt securities from the U.S., developed foreign
countries and emerging markets
G.T. GLOBAL HIGH INCOME FUND
Invests in debt securities in emerging markets

MONEY MARKET FUND

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

worldwide for stability and preservation of capital

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

                                                               GROPV506040MC
<PAGE>
                                     [LOGO]

                              G.T. GLOBAL GROWTH &
                           INCOME FUND: ADVISOR CLASS

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

                      Statement of Additional Information
                                 March 1, 1995

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

G.T.  Global  Growth &  Income Fund  ("Fund") is  a non-diversified  mutual fund
organized as a  separate series of  G.T. Investment Funds,  Inc. ("Company"),  a
registered  open-end management investment company. This Statement of Additional
Information relating to the  Advisor Class shares  of the Fund,  which is not  a
prospectus,  supplements  and  should be  read  in conjunction  with  the Fund's
current Advisor  Class  Prospectus dated  March  1, 1995,  a  copy of  which  is
available  without charge by writing to the above address or by calling the Fund
at the toll-free telephone number listed above.

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

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

                               TABLE OF CONTENTS

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

<TABLE>
<CAPTION>
                                                                                                                           Page No.
                                                                                                                           --------
<S>                                                                                                                        <C>
Investment Objective and Policies........................................................................................      2
Options, Futures and Currency Strategies.................................................................................      5
Risk Factors.............................................................................................................     13
Investment Limitations...................................................................................................     16
Execution of Portfolio Transactions......................................................................................     17
Directors and Executive Officers.........................................................................................     19
Management...............................................................................................................     21
Valuation of Fund Shares.................................................................................................     22
Information Relating to Sales and Redemptions............................................................................     23
Taxes....................................................................................................................     24
Additional Information...................................................................................................     27
Investment Results.......................................................................................................     28
Description of Debt Ratings..............................................................................................     45
Financial Statements.....................................................................................................     47
</TABLE>

                   Statement of Additional Information Page 1
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                            INVESTMENT OBJECTIVE AND
                                    POLICIES

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

INVESTMENT OBJECTIVE
The  investment objective of the Fund is long-term capital appreciation together
with current  income. The  Fund seeks  its objective  by investing  in a  global
portfolio of both equity securities and debt obligations allocated among diverse
international markets.

SELECTION OF EQUITY INVESTMENTS
For  investment  purposes, an  issuer is  typically considered  as located  in a
particular country if  it is  incorporated under the  laws of  that country,  at
least  50% of the value of its assets are located in that country or it normally
derives at least 50%  of its income  from operations or  sales in that  country.
However, these are not absolute requirements, and certain companies incorporated
in  a particular country  and considered by  G.T. Capital to  be located in that
country may have substantial off-shore operations or subsidiaries and/or  export
sales exceeding in size the assets or sales in that country.

In  certain  countries,  governmental  restrictions  and  other  limitations  on
investment may  affect  the Fund's  ability  to  invest. For  example,  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. G.T. Capital  is not aware at this time of
the existence  of any  investment or  exchange control  regulations which  might
substantially  impair the operations of the  Fund 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, G.T. Capital does not
believe that any current repatriation restrictions would affect its decisions to
invest in the countries eligible for investment by the Fund. It should be noted,
however,  that this situation could change at  any time. The Fund has no present
intention of making any  significant investment in any  country or stock  market
where the political or economic situation might be considered by G.T. Capital to
be  at risk of substantial  or total loss because  of such political or economic
situation.

The Fund may invest in the securities of investment companies within the  limits
of  the  Investment  Company  Act  of  1940,  as  amended  ("1940  Act").  These
limitations currently provide that, in general, the Fund may purchase shares  of
a  closed-end investment company unless (a) such a purchase would cause the Fund
to own in  the aggregate more  than 3  percent of the  total outstanding  voting
stock  of the investment company or (b) such  a purchase would cause the Fund to
have more than 5 percent of its total assets invested in the investment  company
or more than 10 percent of its total assets invested in an aggregate of all such
investment  companies. Investment in such  investment companies may also involve
the payment of substantial premiums above the value of such companies' portfolio
securities. The Fund  does not  intend to  invest in  such investment  companies
unless,  in  the  judgment  of  G.T. Capital,  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.

DEPOSITORY RECEIPTS
The Fund may hold equity 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 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  which  evidences
ownership  of underlying securities issued by a foreign corporation. EDRs, which
are sometimes  referred  to as  Continental  Depository Receipts  ("CDRs"),  are
receipts  issued in Europe  typically by foreign banks  and trust companies that
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 the 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.

WARRANTS OR RIGHTS
Warrants  or  rights  may be  acquired  by  the 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. As  a condition  of its continuing
registration in  a  state, the  Fund  has  undertaken that  its  investments  in
warrants  or rights,  valued at  the lower  of cost  or market,  will not exceed

                   Statement of Additional Information Page 2
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
5% of the value of its  net assets and not more than  2% of such assets will  be
invested in warrants and rights which are not listed on the American or New York
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.
These  limits are not fundamental policies of the Fund and may be changed by the
Company's Board of Directors without shareholder approval.

LENDING OF PORTFOLIO SECURITIES
For the purpose of realizing additional income, the 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 program
and  by regulatory  agencies and approved  by the Company's  Board of Directors.
While the securities loan is outstanding, the Fund 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.
The  Fund will have a right to call  each loan and obtain the securities on five
business days'  notice.  The  Fund  will  not have  the  right  to  vote  equity
securities while they are lent, but it may call in a loan in anticipation of any
important  vote.  The  risks  in lending  portfolio  securities,  as  with other
extensions of secured credit, consist of possible delay in receiving  additional
collateral  or in recovery of  the securities or possible  loss of rights in the
collateral should the  borrower fail  financially. Loans  will be  made only  to
firms deemed by G.T. Capital to be of good standing and will not be made unless,
in  the judgment of G.T. Capital, the consideration to be earned from such loans
would justify the risk.

COMMERCIAL BANK OBLIGATIONS
For the  purposes  of  the  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  Fund to investment risks that
are different  in some  respects from  those of  investments in  obligations  of
domestic  issuers. Although the  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  in excess  of $1 billion,  this $1  billion figure  is not an
investment policy or restriction  of the 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
The 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, the 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 the Fund's assets that may
be subject to repurchase agreements at any  given time. The Fund will not  enter
into  a repurchase agreement  with a maturity of  more than seven  days if, as a
result, more than 10% 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
The  Fund's borrowings will not exceed 33 1/3% of the Fund's total assets, i.e.,
the Fund's total assets at all times will  equal at least 300% of the amount  of
outstanding  borrowings.  If  market fluctuations  in  the value  of  the 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.  The Fund also may borrow up  to
5%  of its total assets  for temporary or emergency  purposes other than to meet
redemptions. Any borrowing  by the  Fund may  cause greater  fluctuation in  the
value of its shares than would be the case if the Fund did not borrow.

The  Fund's fundamental investment  limitations permit the  Fund to borrow money
for leveraging purposes. The 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 a vote of
a majority of  the Company's  Board of  Directors. In  the event  that the  Fund
employs leverage in the future, it would be subject to certain additional risks.
Use

                   Statement of Additional Information Page 3
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
of  leverage  creates an  opportunity for  greater growth  of capital  but would
exaggerate any increases or  decreases in the Fund's  net asset value. When  the
income  and gains on securities purchased with the proceeds of borrowings exceed
the costs  of such  borrowings, the  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, the Fund's earnings  or net asset value would
decline faster than would otherwise be the case.

The 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.  The  Fund  also may  engage  in "roll"
borrowing transactions  which involve  the Fund's  sale of  Government  National
Mortgage  Association ("GNMA") certificates or  other securities together with a
commitment (for which the Fund may receive  a fee) to purchase similar, but  not
identical,  securities at a future date. The 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.

SHORT SALES
The Fund is authorized  to make short  sales of securities,  although it has  no
current  intention of doing so. A short sale  is a transaction in which the Fund
sells a security  in anticipation that  the market price  of that security  will
decline.  The Fund  may make  short sales  (i) as  a form  of hedging  to offset
potential declines  in long  positions  in securities  it owns,  or  anticipates
acquiring,  and (ii)  in order to  maintain portfolio flexibility.  The Fund may
only make short sales "against the box." In this type of short sale, at the time
of the sale the Fund  owns the security it has  sold short or has the  immediate
and unconditional right to acquire the identical security at no additional cost.

In a short sale, the seller does not immediately deliver the securities sold and
does  not receive the proceeds from the sale. To make delivery to the purchaser,
the executing broker borrows  the securities being sold  short on behalf of  the
seller. The seller is said to have a short position in the securities sold until
it  delivers the securities sold, at which  time it receives the proceeds of the
sale. To secure its obligation to  deliver securities sold short, the Fund  will
deposit  in  a  separate account  with  its  custodian an  equal  amount  of the
securities sold short or  securities convertible into  or exchangeable for  such
securities  at no cost. The Fund could  close out a short position by purchasing
and delivering an  equal amount  of the securities  sold short,  rather than  by
delivering  securities already held by the Fund,  because the Fund might want to
continue to  receive  interest  and  dividend  payments  on  securities  in  its
portfolio that are convertible into the securities sold short.

The  Fund might make  a short sale "against  the box" in  order to hedge against
market risks  when  G.T. Capital  believes  that the  price  of a  security  may
decline,  causing a decline  in the value of  a security owned by  the Fund or a
security convertible  into  or exchangeable  for  such security,  or  when  G.T.
Capital  wants to sell the security the Fund owns at a current attractive price,
but also wishes  to defer recognition  of gain  or loss for  federal income  tax
purposes  and for purposes  of satisfying certain  tests applicable to regulated
investment companies  under  the  Internal  Revenue Code  of  1986,  as  amended
("Code").  In such case, any future losses in the Fund's long position should be
reduced by  a gain  in the  short position.  Conversely, any  gain in  the  long
position  should be reduced by a loss in the short position. The extent to which
such gains or  losses in  the long  position are  reduced will  depend upon  the
amount of the securities sold short relative to the amount of the securities the
Fund  owns, either directly or indirectly, and,  in the case where the Fund owns
convertible securities, changes in the investment values or conversion  premiums
of   such  securities.  There  will  be  certain  additional  transaction  costs
associated with short  sales "against the  box," but the  Fund will endeavor  to
offset these costs with income from the investment of the cash proceeds of short
sales.

                   Statement of Additional Information Page 4
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                         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  G.T.
    Capital'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 G.T.  Capital is experienced  in
    the  use of these instruments, there can be no assurance that any particular
    strategy adopted will succeed.

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

        (3) Hedging strategies, if successful, can reduce risk of loss by wholly
    or  partially offsetting the negative  effect of unfavorable price movements
    in the investments being hedged. However, hedging strategies can also reduce
    opportunity for gain by  offsetting the positive  effect of favorable  price
    movements  in the hedged investments. For example,  if a Fund entered into a
    short hedge  because G.T.  Capital 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
The  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 G.T. Capital, the Fund's investment manager, 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.

                   Statement of Additional Information Page 5
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

Portfolio  securities or currencies on which call options may be written will be
purchased solely on the basis  of investment considerations consistent with  the
Fund's investment objective. When writing a call option, the 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, the 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 the 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  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 the  Fund receives  for writing  a call  option is  deemed to
constitute the market value of an option. The premium the 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,  G.T.  Capital  will  consider  the  reasonableness  of  the
anticipated premium and the likelihood that a liquid secondary market will exist
for those options.

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

The Fund 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, the 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.

The  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  Fund 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.

The  Fund generally would write put  options in circumstances where G.T. Capital
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

                   Statement of Additional Information Page 6
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
price  lower than the exercise price of the  put option, it can be expected that
the put option will be exercised and the Fund will be obligated to purchase  the
security or currency at more than its market value.

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

The 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 G.T.
Capital 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 is eventually sold.

The  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, the 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.

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

Call options may  be purchased  by the  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  the  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 Fund  in  purchasing a  large  block of
securities that would be more difficult  to acquire by direct market  purchases.
So  long as it holds such a call  option, rather than the underlying security or
currency itself, the 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.

The  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 the Fund's current  return.
For  example, where the 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  the
Fund's total assets at the time of purchase.

The 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 the  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. A call option gives the  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.   The   Fund   might   purchase  a

                   Statement of Additional Information Page 7
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
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
options"). 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. The 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 a quote provided by
the dealer. In the case of OTC options, there can be no assurance that a  liquid
secondary market will exist for any particular option at any specific time.

The  Securities and  Exchange Commission  ("SEC") staff  considers purchased OTC
options to be illiquid securities.  The 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 the 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.

The Fund's  ability to  establish  and close  out positions  in  exchange-listed
options  depends  on the  existence  of a  liquid  market. The  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 the 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 the 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 the 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 the 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 the 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.  The 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,  the 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.

                   Statement of Additional Information Page 8
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

Even if the 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 the 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 Fund may  enter into interest  rate or currency  futures contracts, and  may
enter  into stock index  futures contracts (collectively,  "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 Fund. The Fund's hedging  may include sales of Futures as an
offset against the effect of expected increases in interest rates and  decreases
in  currency exchange  rates or  stock prices,  and purchases  of Futures  as an
offset against the effect of expected declines in interest rates, and  increases
in currency exchange rates or stock prices.

The  Fund 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 Fund's exposure to interest rate, currency exchange rate and
stock market  fluctuations, the  Fund 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 Fund will be able to
enter into  an  offsetting transaction  with  respect to  a  particular  Futures
Contract  at  a particular  time.  If the  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

                   Statement of Additional Information Page 9
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
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  Fund'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  or  currencies that  the  Fund owns,  or  Futures Contracts  will be
purchased to protect the Fund 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 the 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 assure  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 modified significantly  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,  among other  things,  by actual  and anticipated
changes in  interest rates  and currency  exchange 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  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 debt securities  or currencies,  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 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 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 the 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

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                        G.T. GLOBAL GROWTH & INCOME 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 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  the 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.

The  Fund 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,  OPTIONS ON  FUTURES  AND  CERTAIN  OPTIONS  ON
CURRENCIES
To  the extent that the  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 Directors without  a shareholder vote. This  limitation does not  limit
the percentage of the 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. The Fund either may
accept or make delivery of the currency at the maturity of the Forward Contract.
The 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.

The  Fund engages  in forward  currency transactions  in anticipation  of, or to
protect itself against, fluctuations  in exchange rates. The  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, the 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, the 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

                  Statement of Additional Information Page 11
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
charged at any stage for trades. The Fund will enter into such Forward Contracts
with major  U.S.  or  foreign  banks  and  securities  or  currency  dealers  in
accordance with the guidelines approved by the Company's Board of Directors.

The  Fund  may enter  into  Forward Contracts  either  with respect  to specific
transactions or  with respect  to the  Fund's portfolio  positions. 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 the 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 the
Fund to sustain losses on these contracts and transaction costs.

At or before the  maturity of a  Forward Contract requiring the  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 same maturity  date, the  same
amount  of the currency that it is obligated to deliver. Similarly, the 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 the 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 the Fund owns or intends to acquire, but it does establish a rate  of
exchange in advance. In addition, while Forward Contract sales 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  of
currencies,  the  values of  which G.T.  Capital 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,

                  Statement of Additional Information Page 12
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
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, the 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  to cover 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 in a segregated account with its custodian in
the prescribed amount.

Assets  used as cover or  held in a segregated account  cannot be sold while the
position in the corresponding  Forward Contract, Futures  Contract or option  is
open, unless they are replaced with other appropriate similar assets. If a large
portion  of a Fund's assets are used  for cover or segregated accounts, 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 repatriation
of capital  invested. In  the event  of such  expropriation, nationalization  or
other  confiscation by any country, the Fund could lose its entire investment in
any such country.

Certain countries in  which the 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  the Fund
invests and adversely affect the value of the Fund's assets.

    ILLIQUID SECURITIES. The  Fund may invest  up to  10% of its  net assets  in
illiquid  securities. See "Investment Limitations." Securities may be considered
illiquid if the  Fund cannot  reasonably expect within  seven days  to sell  the
securities   for  approximately  the  amount  at  which  the  Fund  values  such
securities. 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
over-the-counter markets. Moreover, restricted securities which may be  illiquid
for  purposes of this limitation,  often sell, if at all,  at a price lower than
similar securities that are not subject to restrictions on resale.

With respect  to  liquidity determinations  generally,  the Company's  Board  of
Directors  has  the  ultimate responsibility  for  determining  whether specific
securities, including  restricted securities  pursuant to  Rule 144A  under  the
Securities  Act of  1933, are  liquid or illiquid.  The Board  has delegated the
function of making  day-to-day determinations  of liquidity to  G.T. Capital  in
accordance  with procedures approved  by the Company's  Board of Directors. G.T.
Capital takes into account a

                  Statement of Additional Information Page 13
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
number of factors in  reaching liquidity decisions,  including, but not  limited
to: (i) the frequency of trading in the security; (ii) the number of dealers who
make quotes for the security; (iii) the number of dealers who have undertaken to
make  a market in the  security; (iv) the number  of other potential purchasers;
and (v) the nature of the security  and how trading is effected (e.g., the  time
needed  to sell  the security,  how offers  are solicited  and the  mechanics of
transfer). G.T.  Capital monitors  the  liquidity of  securities in  the  Fund's
portfolio and periodically reports on such decisions to the Board of Directors.

    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 the 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. The  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 the 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  the 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, G.T.  Capital 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  the 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 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 the
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  the Fund receives its income falls  relative
to  the  U.S.  dollar between  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 movement of interest
rates, the pace of  business activity in certain  other countries and the  U.S.,
and other economic and financial conditions affecting the world economy.

Although  the Fund values  its assets daily  in terms of  U.S. dollars, the Fund
does not intend to convert its holdings of foreign currencies into U.S.  dollars
on a daily basis. The 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  are buying and selling
various currencies.

                  Statement of Additional Information Page 14
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                        G.T. GLOBAL GROWTH & INCOME FUND
Thus, a dealer may  offer to sell a  foreign currency to the  Fund at one  rate,
while  offering a lesser  rate of exchange  should the 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 U.S., and
foreign securities transactions usually are subject to fixed commissions,  which
generally  are  higher  than  negotiated commissions  on  U.S.  transactions. In
addition,  foreign  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 the Fund are uninvested and no return
is earned thereon. The inability of the Fund to make intended security purchases
due  to  settlement   problems  could   cause  the  Fund   to  miss   attractive
opportunities.  Inability to dispose  of a portfolio  security due to settlement
problems either could result in losses to the Fund due to subsequent declines in
value of the portfolio security or, if  the Fund has entered into a contract  to
sell  the security,  could result in  possible liability to  the purchaser. G.T.
Capital will consider such difficulties  when determining the allocation of  the
Fund's  assets, although  G.T. Capital does  not believe  that such difficulties
will have a material adverse effect on the Fund's portfolio trading activities.

The Fund 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) possible difficulties in  obtaining
and enforcing judgments against such custodians.

    WITHHOLDING TAXES. The Fund's net investment income from foreign issuers may
be  subject  to  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,
Greece,  Ireland, Italy,  Luxembourg, Netherlands,  Portugal, Spain,  the United
Kingdom and  Germany) eliminated  certain import  tariffs and  quotas and  other
trade  barriers with respect  to one another  over the past  several years. G.T.
Capital 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  at
this  time 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. The concentration of
investments by the Fund in Japan means that the Fund may be more volatile than a
fund that is broadly diversified geographically. 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 United  States, 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.

                  Statement of Additional Information Page 15
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                             INVESTMENT LIMITATIONS

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

The  Fund  has  adopted  the  following  investment  limitations  as fundamental
policies which (unless otherwise noted) may  not be changed without approval  by
the  holders of  the lesser  of (i) 67%  of the  Fund's shares  represented at a
meeting at which more  than 50% of the  outstanding shares are represented,  and
(ii) more than 50% of the outstanding shares.

The Fund may not:

        (1)  Invest  25%  or  more of  the  value  of its  total  assets  in the
    securities of issuers conducting their principal business activities in  the
    same  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;

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

        (3) Buy or sell real estate (including real estate limited partnerships)
    or commodities or commodity contracts; however, the Fund may invest in  debt
    securities  secured  by  real  estate  or  interests  therein  or  issued by
    companies which invest in real  estate or interests therein, including  real
    estate  investment trusts,  and may  purchase or  sell currencies (including
    forward currency exchange contracts), futures contracts and related  options
    generally  as  described  in  the  Prospectus  and  Statement  of Additional
    Information and subject to operating policy (4) below;

        (4)  Acquire  securities  subject  to  restrictions  on  disposition  or
    securities  for which  there is no  readily available market,  or enter into
    repurchase agreements or purchase time deposits maturing in more than  seven
    days, or purchase over-the-counter options or hold assets set aside to cover
    over-the-counter options written by the Fund, if, immediately after and as a
    result,  the value of such securities would exceed, in the aggregate, 10% of
    the Fund's net assets;

        (5) Engage in the business of underwriting securities of other  issuers,
    except  to  the  extent that  the  disposal  of an  investment  position may
    technically cause it to be considered an underwriter as that term is defined
    under the Securities Act of 1933;

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

        (7)  Purchase securities  on margin, provided  that the  Fund may obtain
    such short-term credits as may be  necessary for the clearance of  purchases
    and  sales  of  securities;  except  that it  may  make  margin  deposits in
    connection with futures contracts subject to operating policy (4) below;

        (8) Borrow money except from  banks for temporary or emergency  purposes
    not  in excess of  33 1/3% of  the value of  the Fund's total  assets at the
    lower of cost or  fair market value. The  Fund will not purchase  securities
    while  borrowings in excess of 5% of  its total assets are outstanding. This
    restriction shall not prevent the Fund from entering into reverse repurchase
    agreements and  engaging  in  "roll"  transactions,  provided  that  reverse
    repurchase  agreements,  "roll"  transactions  and  any  other  transactions
    constituting borrowing by the  Fund may not exceed  one-third of the  Fund's
    total assets. In the event that the asset coverage for the Fund's borrowings
    falls below 300%, the Fund will reduce, within three days (excluding Sundays
    and  holidays), the amount  of its borrowings  in order to  provide for 300%
    asset coverage;

        (9) Mortgage, pledge, or  hypothecate any of  its assets, provided  that
    this restriction shall not apply to the transfer of securities in connection
    with  any permissible borrowing or  to collateral arrangements in connection
    with permissible activities;

       (10) Invest in  interests in oil,  gas, or other  mineral exploration  or
    development programs; or

       (11) Purchase or retain the securities of any issuer, if those individual
    officers  and Directors of the Fund, its investment adviser, or distributor,
    each owning  beneficially more  than 1/2  of 1%  of the  securities of  such
    issuer, together own more than 5% of the securities of such issuer.

                  Statement of Additional Information Page 16
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

For purposes of the concentration policy of the Fund contained in limitation (1)
above,  the 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 organizations in the aggregate are considered to
be securities of issuers in the same industry.

The  following operating policies  of the Fund are  not fundamental policies and
may be changed by vote of a majority of the Company's Board of Directors without
shareholder approval. The Fund may not: (1) invest in securities of an issuer if
the investment  would cause  the Fund  to  own more  than 10%  of any  class  of
securities  of any one issuer;  (2) sell securities short,  except to the extent
that the  Fund  contemporaneously  owns  or  has the  right  to  acquire  at  no
additional  cost securities identical to those  sold short; (3) invest more than
5% of its total  assets in securities of  companies having, together with  their
predecessors,  a record of less than three years of continuous operation; 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  those 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.

Investors should refer to the Prospectus for further information with respect to
the Fund's investment objective, which may  not be changed without the  approval
of  the 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  Directors,  G.T.
Capital  is responsible for  the execution of  the Fund's portfolio transactions
and the selection of broker/dealers who  execute such transactions on behalf  of
the  Fund. In executing portfolio transactions,  G.T. Capital seeks the best net
results for the 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  G.T. Capital  generally seeks reasonably  competitive commission rates
and spreads,  payment of  the lowest  commission or  spread is  not  necessarily
consistent  with the best net results. While  the Fund may engage in soft dollar
arrangements for  research  services,  as  described  below,  the  Fund  has  no
obligation  to deal  with any  broker/dealer or  group of  broker/dealers in the
execution of portfolio transactions.

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 the interests of  the Fund, G.T. Capital  may select brokers to
execute the Fund's  portfolio transactions,  on the  basis of  the research  and
brokerage services they provide to G.T. Capital for its use in managing the Fund
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 brokers are in addition to, and not in lieu of,  the
services  required to be performed by G.T. Capital under the Management Contract
(defined below). A commission paid to such brokers may be higher than that which
another qualified broker would have charged for effecting the same  transaction,
provided  that G.T.  Capital determines  in good  faith that  such commission is
reasonable in  terms  either  of  that particular  transaction  or  the  overall
responsibility  of G.T. Capital to  the Fund and its  other clients and that the
total commissions  paid  by the  Fund  will be  reasonable  in relation  to  the
benefits  received by the Fund over the long term. Research services may also be
received from dealers who execute Fund transactions in over-the-counter markets.

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

                  Statement of Additional Information Page 17
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

Investment  decisions for the Fund and  for other investment accounts managed by
G.T. Capital  are  made  independently  of each  other  in  light  of  differing
conditions.  However, the same investment decision  occasionally may be made for
two or more  of such accounts  including the Fund.  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 the Fund is concerned,  in other cases, G.T. Capital
believes that coordination and the ability to participate in volume transactions
will be beneficial to the Fund.

Under a policy adopted by the Company's  Board of Directors, and subject to  the
policy  of  obtaining  the  best  net  results,  G.T.  Capital  may  consider  a
broker/dealer's sale of the  shares of the  Fund and the  other funds for  which
G.T.  Capital serves as investment manager  in selecting brokers and 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 Fund and such other funds.

The  Fund   contemplates   purchasing   most  foreign   equity   securities   in
over-the-counter  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 the  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  over-the-
counter  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  Fund  may  invest  generally  are  traded  in   the
over-the-counter 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 the BIL  GT Group. The Company's  Board of Directors 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 Fund's fiscal years ended October 31, 1994, 1993 and  1992,
the  Fund  paid  aggregate  brokerage  commissions  of  $280,861,  $382,594  and
$195,064, respectively.

For the  fiscal years  ended October  31, 1994,  1993 and  1992, the  Fund  paid
aggregate   brokerage   commissions   of   $280,861,   $382,594   and  $195,064,
respectively. For the fiscal year ended October 31, 1994, 1993 and 1992 the Fund
paid to Bank-in-Liechtenstein, Frankfurt, an  "affiliated broker" as defined  in
the  1940  Act,  aggregate  brokerage  commissions  of  $2,485  for transactions
involving purchase and sales of portfolio securities which represented 0.89%  of
the  total brokerage  commissions paid  by the Fund  and 0.35%  of the aggregate
dollar amount of transactions involving payment of commissions by the Fund.

PORTFOLIO TRADING AND TURNOVER
The Fund engages in portfolio trading  when G.T. Capital has concluded that  the
sale of a security owned by the Fund 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  the  Fund'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.
Although the Fund does not intend generally to trade for short-term profits, the
securities in the Fund's portfolio will be sold whenever management believes  it
is  appropriate to  do so,  without regard  to the  length of  time a particular
security may have  been held.  The Fund  anticipates that  its annual  portfolio
turnover  rate  should not  exceed  100%, but  this  expectation will  not  be a
limiting factor when G.T.  Capital deems portfolio  changes appropriate. A  100%
portfolio  turnover rate would occur if the  lesser of the value of purchases or
sales of portfolio securities  for the Fund 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  100% of  the average  monthly value  of  the
securities, excluding short-term investments, held by the Fund during such year.
Higher portfolio turnover involves correspondingly greater brokerage commissions
and  other transaction costs  that the Fund  will bear directly.  For the fiscal
years ended October 31, 1994 and 1993, the Fund's portfolio turnover rates  were
117% and 24%, respectively.

                  Statement of Additional Information Page 18
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                            DIRECTORS AND EXECUTIVE
                                    OFFICERS

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

The  Company's  By-laws authorize  a  Board of  Directors  of between  1  and 25
persons, as fixed by the Board  of Directors. Directors normally are elected  by
shareholders;  however,  a majority  of  remaining Directors  may  fill Director
vacancies caused by resignation, death or expansion of the Board. The  Company's
Directors and Executive Officers are listed below.

<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE               PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                      EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------  ------------------------------------------------------------------------------------------
<S>                                      <C>
David A. Minella*, 42                    Director of BIL G.T. Group Limited (holding company of the various international G.T.
Director, Chairman of the Board and      companies) since 1990; Director and President of G.T. Capital since 1989; Director and
President                                President of G.T. Global since 1987; and Director and President of G.T. Services since
50 California St.                        1990. Mr. Minella also is a director or trustee of each of the other investment companies
San Francisco, CA 94111                  registered under the 1940 Act that is managed or administered by G.T. Capital.

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

Frank S. Bayley, 55                      A Partner with Baker & McKenzie (a law firm) and serves as Director and Chairman of C.D.
Director                                 Stinson Company (a private investment company); Trustee, Seattle Art Museum. Mr. Bayley
2 Embarcadero Center                     also is a director or trustee of each of the other investment companies registered under
San Francisco, CA 94118                  the 1940 Act that is managed or administered by G.T. Capital.

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

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

F. Christian Wignall, 39                 Senior Vice President, Chief Investment Officer - Global Equities and a Director of G.T.
Vice President and Chief Investment      Capital since 1987, and Chairman of the Investment Policy Committee of the affiliated
Officer -                                international G.T. companies since 1990.
Global Equities
50 California Street
San Francisco, CA 94111
Gary Kreps, 40                           Senior Vice President and Chief Investment Officer - Global Fixed Income Investments and a
Vice President and Chief Investment      director of G.T. Capital since 1992. Prior to joining G.T. Capital, Mr. Kreps was Senior
Officer - Global                         Vice President of the Putnam Companies from 1988 to 1992.
Fixed Income
50 California Street
San Francisco, CA 94111
</TABLE>

                  Statement of Additional Information Page 19
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
<TABLE>
<CAPTION>
NAME, POSITION(S) WITH THE               PRINCIPAL OCCUPATIONS AND BUSINESS
COMPANY AND ADDRESS                      EXPERIENCE FOR PAST 5 YEARS
- ---------------------------------------  ------------------------------------------------------------------------------------------
James R. Tufts, 37                       Senior Vice President -- Finance and Administration of G.T. Capital, G.T. Global and G.T.
Vice President and Chief                 Services since 1994. Prior thereto, Mr. Tufts was Vice President -- Finance of G.T.
Financial Officer                        Capital and G.T. Global since 1987; Vice President -- Finance of G.T. Services since 1990;
50 California Street                     and a Director of G.T. Capital, G.T. Global and G.T. Services since 1991.
San Francisco, CA 94111
<S>                                      <C>

Kenneth W. Chancey, 50                   Vice President of G.T. Capital and G.T. Global since 1992. Mr. Chancey was Vice President
Vice President and                       of Putnam Fiduciary Trust Company from 1989 to 1992.
Chief Accounting Officer
50 California Street
San Francisco, CA 94111

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

Peter R. Guarino, 36                     Assistant General Counsel of G.T. Capital, G.T. Global and G.T. Services since 1991. From
Assistant Secretary                      1989 to 1991, Mr. Guarino was an attorney at The Dreyfus Corporation. Prior thereto, he
50 California Street                     was associated with Colonial Management Associates, Inc.
San Francisco, CA 94111
David J. Thelander, 39                   Assistant General Counsel of G.T. Capital since January 1995. From 1993 to 1994, Mr.
Assistant Secretary                      Thelander was an associate at Kirkpatrick & Lockhart LLP (a law firm). Prior thereto, he
50 California Street                     was an attorney with the U.S. Securities and Exchange Commission.
San Francisco, CA 94111
<FN>
- --------------
*    Mr. Minella is an "interested person" of the Company as defined by the 1940
     Act due to his affiliation with the G.T. companies.
</TABLE>

The  Board of Directors 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 Directors, reviewing audits  of the Company and
its funds  and recommending  firms  to serve  as  independent auditors  for  the
Company.  Each of the Directors  and officers of the  Company is also a Director
and officer  of G.T.  Investment  Portfolios, Inc.  and G.T.  Global  Developing
Markets  Fund, Inc., a  Trustee and officer  of G.T. Global  Growth Series and a
Trustee 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 are also registered investment companies managed by
G.T. Capital. Each Director  and Officer serves  in total as  a Director and  or
Trustee  and Officer, respectively, of 9 registered investment companies with 38
series managed or administered by G.T. Capital. The Company pays each  Director,
who  is not a  director, officer or  employee of G.T.  Capital or any affiliated
company, $5,000 per  annum, plus $300  per Fund  for each meeting  of the  Board
attended,  and reimburses travel and other  expenses incurred in connection with
attendance  at  such   meetings.  Other  Directors   and  officers  receive   no
compensation  or expense  reimbursement from  the Company.  For the  fiscal year
ended December 31, 1994, Mr. Anderson, Mr. Bayley, Mr. Patterson and Ms. Quigley
received Directors' fees and expense reimbursements of $37,114, $39,425, $31,941
and $33,178,  respectively. For  the  fiscal year  ended  October 31,  1994  Mr.
Anderson,  Mr. Bayley,  Mr. Patterson  and Ms.  Quigley, who  are not directors,
officers or employees of G.T. Capital or any affiliated company, received  total
compensation of $86,260.80, $91,278.72, $74,492.00 and $78,665.19, respectively,
from the 38 G.T. Funds for which he or she serves as a Director or Trustee. Fees
and  expenses disbursed to the Directors contained no accrued or payable pension
or retirement  benefits.  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  less than 1% of the outstanding  shares
of the Fund or of all the Company's funds in the aggregate.

                  Statement of Additional Information Page 20
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                                   MANAGEMENT

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

INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES
G.T.  Capital serves as the Fund's investment manager and administrator under an
Investment  Management  and  Administration  Contract  ("Management   Contract")
between  the Company and G.T. Capital.  As investment manager and administrator,
G.T. Capital makes  all investment decisions  for the Fund  and administers  the
Fund's affairs. Among other things, G.T. Capital furnishes the services and pays
the  compensation  and travel  expenses of  persons  who perform  the executive,
administrative, clerical and bookkeeping functions of the Company and the  Fund,
and  provides  suitable  office  space,  necessary  small  office  equipment and
utilities. For these services, the Fund pays G.T. Capital investment  management
and  administration fees, based on the Fund's average daily net assets, computed
daily and  paid monthly,  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.

The  Management Contract had an  initial two-year term with  respect to the Fund
from the date of  the commencement of  Fund operations, and  may be renewed  for
additional one-year terms thereafter with respect to the Fund, provided that any
such  renewal  has been  specifically  approved at  least  annually by:  (i) the
Company's Board  of Directors,  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 Directors  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
Management  Contract most recently was approved on June 15, 1994 with respect to
the Fund by  the vote  of the  Board of Directors  of the  Company, including  a
majority  of Directors  who are  not parties  to the  Management Contract  or an
"interested person" of  any such  party. The Management  Contract provides  that
with respect to the Fund, the Company or G.T. Capital may terminate the Contract
without  penalty  upon  sixty  days'  written  notice.  The  Management Contract
terminates automatically in the event of its assignment (as defined in the  1940
Act).

Under  the Management Contract, G.T. Capital  has agreed to waive its investment
management and administration fees  from the Fund and  to reimburse the Fund  to
the  extent necessary  to assure that  the Fund's annual  expenses (exclusive of
brokerage commissions, organizational expenses, taxes, interest,
distribution-related  expenses,  certain  expenses  attributable  to   investing
outside  the U.S. and  extraordinary expenses) do not  exceed the most stringent
expense limitations  prescribed by  any state  in which  the Fund's  shares  are
offered for sale. Currently, the most restrictive applicable limitation provides
that  the 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. In addition, G.T. Capital
and G.T.  Global  have  voluntarily  undertaken to  limit  the  Fund's  expenses
(exclusive of brokerage commissions, taxes, interest and extraordinary expenses)
to  the maximum  annual level of  1.50% of the  average daily net  assets of the
Fund's Advisor Class, during each fiscal  year and G.T. Capital and G.T.  Global
have agreed to reimburse the Fund if the Fund's expenses exceed that amount.

The   following  table  discloses  the   amount  of  investment  management  and
administration fees paid  by the  Fund to G.T.  Capital during  the Fund's  last
three fiscal years:

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,                                                                                      AMOUNT PAID
- ---------------------------------------------------------------------------------------------------------  -------------
<S>                                                                                                        <C>
1994.....................................................................................................   $ 5,676,421
1993.....................................................................................................   $ 2,226,185
1992.....................................................................................................   $ 1,094,168
</TABLE>

The fees shown in the table above do not include the effect of reimbursements of
Fund  operating expenses  made by G.T.  Capital. During the  Fund's fiscal years
ended October 31, 1993 and 1992, G.T. Capital reimbursed the Fund for a  portion
of  the  Fund's aggregate  operating  expenses in  the  amounts of  $183,449 and
$381,540, respectively.

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

                  Statement of Additional Information Page 21
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

TRANSFER AGENCY SERVICES
G.T. Global Investor Services, Inc. ("Transfer Agent") has been retained by  the
Fund  to  perform shareholder  servicing, reporting  and general  transfer agent
functions for  the Fund.  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 Fund for  its out-of-pocket expenses  for such items  as postage, forms,
telephone charges, stationery and office supplies.

EXPENSES OF THE FUND
The Fund pays all expenses  not assumed by G.T.  Capital, G.T. Global and  other
agents.  These  expenses include,  in  addition to  the  advisory, distribution,
transfer agency and brokerage  fees discussed above,  legal and audit  expenses,
custodian  fees, directors' fees,  organizational fees, fidelity  bond and other
insurance premiums, taxes,  extraordinary expenses and  the expenses of  reports
and  prospectuses sent to existing investors.  The allocation of general Company
expenses and expenses shared among the Fund and other funds organized as  series
of  the Company are allocated on a basis deemed fair and equitable, which may be
based on the  relative net  assets of  the Fund or  the nature  of the  services
performed  and relative applicability to the 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 the 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 the Fund generally
are higher than the comparable expenses of such other funds.

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

                            VALUATION OF FUND SHARES

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

As described in the Prospectus,  the 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  ("NYSE")  (currently 4:00  p.m.  Eastern time,  unless  weather,
equipment  failure or  other factors contribute  to an earlier  closing time) on
each business day the NYSE is open  for business. 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 Fund's 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 or in the principal
over-the-counter market in which such securities are traded, as of the close  of
business  on the day the  securities are being valued  or, lacking any sales, at
the last available bid price. In cases where securities are traded on more  than
one  exchange,  the securities  are valued  on the  exchange determined  by G.T.
Capital to be the primary market.

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

Options  on indices, securities and currencies  purchased by the Fund 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. The value of
each security  denominated  in  a  currency other  than  U.S.  dollars  will  be
translated into U.S. dollars at the prevailing market rate as determined by G.T.
Capital  on that day. When market quotations  for futures and options on futures
held by the  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 which  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 Directors.  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

                  Statement of Additional Information Page 22
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
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 the Fund  in connection with such  disposition). In addition,  specific
factors  also generally are considered, 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.

The  fair value  of any  other assets is  added to  the value  of all securities
positions to  arrive  at  the value  of  the  Fund's total  assets.  The  Fund's
liabilities,  including  accruals  for  expenses, are  deducted  from  its total
assets. Once the total  value of the  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 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 Directors, 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
Fund's  net  asset  value  may   not  take  place  contemporaneously  with   the
determination of the prices of securities held by the 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 Fund's net  asset value unless  G.T. Capital, under  the supervision of  the
Company's  Board  of  Directors,  determines  that  the  particular  event would
materially affect net asset value. As a  result, the Fund's net asset value  may
be  significantly affected  by such  trading on  days when  a shareholder cannot
purchase or redeem shares of 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 for Fund shares, 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, on account of a check returned  for
"not  sufficient funds"), the person who made  the order will be responsible for
any loss  incurred by  the Fund  by reason  of such  cancellation, and  if  such
purchaser  is a shareholder, the  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 the  Fund for the  loss incurred. Investors
whose purchase orders have  been cancelled due to  nonpayment may be  prohibited
from placing future orders.

The  Fund  reserves 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  the
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 Fund reserves 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 a commission,  if any, may  be more or  less than the  sales
charges listed in the sales charge table included in the Prospectus.

                  Statement of Additional Information Page 23
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

EXCHANGES BETWEEN FUNDS
Shares  of the  Fund may  be exchanged  for shares  of other  G.T. Global Mutual
Funds, based on  their respective  net asset  values without  imposition of  any
sales  charges provided that  the registration remains  identical. Advisor Class
shares may be  exchanged only for  Class A  shares of other  G.T. Global  Mutual
Funds.  The exchange privilege is not an  option or right to purchase shares but
is permitted under  the current policies  of the respective  G.T. Global  Mutual
Funds.  The privilege may be  discontinued or changed at any  time by any of the
funds upon  60  days prior  notice  to the  shareholders  of such  fund  and  is
available  only  in  states  where  the exchange  may  be  legally  made. 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 the 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 upon request 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,
currently are borne by the Fund. Proceeds of less than $1,000 will be mailed  to
the  shareholder's registered address of record. The Fund 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  Fund 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
trading on  the  NYSE is  restricted  as determined  by  the SEC,  (2)  when  an
emergency  exists, as  defined by  the SEC, which  would prohibit  the Fund from
disposing of its portfolio securities or in fairly determining the value of  its
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 Directors, make it undesirable for the 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 the  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. However,  despite the foregoing,  the Company has  filed
with  the SEC an election pursuant to Rule  18f-1 under the 1940 Act. This means
that the  Fund  will  pay in  cash  all  requests for  redemption  made  by  any
shareholder of record, limited in amount with respect to each shareholder during
any  ninety-day period to the lesser  of $250,000 or 1% of  the value of the net
assets of the Fund at the beginning of such period. This election is irrevocable
so long  as  Rule  18f-1  remains  in effect,  unless  the  SEC  by  order  upon
application permits the withdrawal of such election.

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

                                     TAXES

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

GENERAL
In  order to  qualify or  to continue  to qualify  for treatment  as a regulated
investment company ("RIC") under the Internal  Revenue Code of 1986, as  amended
("Code"),  the 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. 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,

                  Statement of Additional Information Page 24
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
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, in respect
of 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 the  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  the 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  the  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.

The 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  the  Fund  may  be  subject  to  income,
withholding or other  taxes imposed  by foreign countries  and U.S.  possessions
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
the  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, the  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.  The 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
The 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, the Fund  would 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 distributed the  PFIC income  as a taxable
dividend to its shareholders. The balance  of the PFIC income would be  included
in  the Fund's investment company taxable  income and, accordingly, would not be
taxable  to  the  Fund  to  the  extent  that  income  is  distributed  to   its
shareholders.

If  the Fund does invest 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 would be  required to include in  income each taxable year
its pro rata  share of the  QEF's 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

                  Statement of Additional Information Page 25
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
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.

The  "Tax Simplification and Technical Corrections  Bill of 1993," passed in May
1994 by the House of Representatives, would substantially modify the taxation of
U.S. shareholders of foreign corporations, including eliminating the  provisions
described  above dealing  with PFICs and  replacing them  (and other provisions)
with  a   regulatory  scheme   involving   entities  called   "passive   foreign
corporations."  Three similar bills were passed by Congress in 1991 and 1992 and
vetoed. It is  unclear at  this time  whether, and  in what  form, the  proposed
modifications may be enacted into law.

Pursuant  to proposed  regulations, open-end  RICs, such  as the  Fund, 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 the 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 the  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.

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 the Fund realizes in
connection therewith.  Income  from  foreign currencies  (except  certain  gains
therefrom  that  may  be  excluded  by  future  regulations),  and  income  from
transactions in options, Futures and Forward Contracts derived by the 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 the 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 the  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  the 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. The 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,  the 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  the 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 gain or loss realized 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  and  options on  foreign currencies.  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. The Fund attempts to  monitor
section 988 transactions to minimize any adverse tax impact.

                  Statement of Additional Information Page 26
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

The  foregoing  is a  general and  abbreviated summary  of certain  U.S. federal
income tax considerations affecting the Fund and its 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 the Fund.

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

                             ADDITIONAL INFORMATION

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

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

CUSTODIAN
State Street  Bank and  Trust  Company ("State  Street"), 225  Franklin  Street,
Boston,  Massachusetts  02110, acts  as custodian  of  the Fund's  assets. State
Street is  authorized to  establish  and has  established separate  accounts  in
foreign  currencies and to cause  securities of the Fund  to be held in separate
accounts outside the United States in the custody of non-U.S. banks.

INDEPENDENT ACCOUNTANTS
The Fund's independent accountants are Coopers & Lybrand L.L.P., One Post Office
Square, Boston,  Massachusetts  02109. Coopers  &  Lybrand L.L.P.,  conducts  an
annual  audit of the Fund, assists in  the preparation of the Fund's federal and
state income  tax returns  and consults  with the  Company and  the Fund  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
G.T.  Capital has granted the  Company the right to use  the "G.T." name and has
reserved the  right to  withdraw its  consent to  the use  of such  name by  the
Company  and/or the Fund at  any time, or to  grant the use of  such name to any
other company.

                  Statement of Additional Information Page 27
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                               INVESTMENT RESULTS

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

The Fund's "Standardized Return," as referred  to in the Prospectus (see  "Other
Information  --  Performance  Information  in  the  Prospectus"),  is calculated
separately for  Class A,  Class  B and  Advisor Class  shares  of the  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 SEC:
P(1+T)  to the (n)th power = 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  Fund's  Standardized Returns  for  its Class  A  shares, stated  as average
annualized total returns, at October 31, 1994, were as follows:

<TABLE>
<CAPTION>
PERIOD                                                                                                 STANDARDIZED RETURN
- ----------------------------------------------------------------------------------------------------  ---------------------
<S>                                                                                                   <C>
Year ended October 31, 1994.........................................................................            (1.76)%
September 25, 1990 through
 October 31, 1994...................................................................................            10.54%
</TABLE>

The Fund's Standardized Returns for its Class B shares, which were first offered
on October 22,  1992, stated as  average annual total  returns, for the  periods
shown, were:

<TABLE>
<CAPTION>
PERIOD                                                                                                 STANDARDIZED RETURN
- ----------------------------------------------------------------------------------------------------  ---------------------
<S>                                                                                                   <C>
Year ended October 31, 1994.........................................................................            (2.45)%
October 22, 1992 to October 31, 1994................................................................            10.84%
</TABLE>

"Non-Standardized Return," as referred to in the Prospectus, is calculated for a
specified period of time by assuming the investment of $1,000 in Fund shares and
further  assuming the reinvestment of all dividends and other distributions made
to Fund  shareholders  in additional  Fund  shares  at their  net  asset  value.
Percentage rates of return are then calculated by comparing this assumed initial
investment to the value of the hypothetical account at the end of the period for
which the Non-Standardized Return is quoted. As discussed in the Prospectus, the
Fund  may quote non-standardized total returns that do not reflect the effect of
sales charges. Non-Standardized Returns may be quoted from the same or different
time  periods   for  which   Standardized  Returns   are  quoted.   The   Fund's
Non-Standardized  Returns  for its  Class A  shares,  stated as  aggregate total
returns, at October 31, 1994, were as follows:

<TABLE>
<CAPTION>
                                                                                                       NON-STANDARDIZED
PERIOD                                                                                              AGGREGATE TOTAL RETURN
- --------------------------------------------------------------------------------------------------  -----------------------
<S>                                                                                                 <C>
Year ended October 31, 1994.......................................................................             3.14%
September 25, 1990
 through October 31, 1994.........................................................................            58.38%
</TABLE>

The Fund's Non-Standardized  Returns for  its Class  B shares  which were  first
offered  on October 22, 1992, stated as  aggregate total returns, for the period
shown, were as follows:

<TABLE>
<CAPTION>
PERIOD                                                                                             NON-STANDARDIZED RETURN
- ------------------------------------------------------------------------------------------------  -------------------------
<S>                                                                                               <C>
Year ended October 31, 1994.....................................................................              2.48%
October 22, 1992 through October 31, 1994.......................................................             27.18%
</TABLE>

The Fund's Non-Standardized Returns  for its Class A  shares, stated as  average
annualized total returns, at October 31, 1994, were as follows:

<TABLE>
<CAPTION>
                                                                                                         NON-STANDARDIZED
                                                                                                        AVERAGE ANNUALIZED
PERIOD                                                                                                     TOTAL RETURN
- -----------------------------------------------------------------------------------------------------  ---------------------
<S>                                                                                                    <C>
Year ended October 31, 1994..........................................................................            3.14%
September 25, 1990 through October 31, 1994..........................................................           11.86%
</TABLE>

                  Statement of Additional Information Page 28
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

The  Fund's Non-Standardized  Returns for  its Class  B shares  which were first
offered on October  22, 1992, stated  as average annual  total returns, for  the
periods shown, were as follows:

<TABLE>
<CAPTION>
PERIOD                                                                                             NON-STANDARDIZED RETURN
- ------------------------------------------------------------------------------------------------  -------------------------
<S>                                                                                               <C>
Year ended October 31, 1994.....................................................................              2.48%
October 22, 1992 through October 31, 1994.......................................................             23.45%
</TABLE>

Standardized  Returns  and Non-Standardized  Returns are  not presented  for the
Advisor Class shares because no shares of that class were outstanding during the
fiscal year ended October 31, 1994.

The 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
the Fund,  so  that  current or  past  total  return should  not  be  considered
representative  of what an investment in the 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  the Fund's investment
results with those published for other investment companies and other investment
vehicles. The Fund's  results also should  be considered relative  to the  risks
associated  with the  Fund's investment  objective and  policies. The  Fund will
include performance  data  for  all  classes  of  shares  of  the  Fund  in  any
advertisement or information including performance data for the Fund.

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

In  addition, G.T.  Global may in  its radio, television  and other advertising,
employ the use of sound effects such as, for example, sounds of electronic  data
being communicated.

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

        (1) Various Salomon Brothers World Bond Indices, which measure the total
    return performance of high quality non-U.S. dollar denominated securities in
    major sectors of the worldwide bond markets.

        (2) The  Shearson Lehman  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)  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.

        (4)  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).

        (5) Data and mutual fund rankings and comparisons published or  prepared
    by  Lipper  Analytical  Data  Services,  Inc.  ("Lipper"),  CDA/Wiesenberger
    Investment Company Services ("CDA/Wiesenberger") and/or other companies that
    rank or compare mutual funds by overall performance, investment  objectives,
    assets,  expense levels, periods of existence  and/or other factors. In this
    regard, the Fund may be  compared to the Fund's  "peer group" as defined  by
    Lipper,  CDA/Wiesenberger and/or other firms,  as applicable, or to specific
    funds or groups of funds within or without such peer group. 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.

                  Statement of Additional Information Page 29
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

        (6)  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.

        (7)  Ibbottson  Associates International  Bond  Index, which  provides a
    detailed breakdown of local market and currency returns since 1960.

        (8) 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.

        (9) 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.

       (10) Dow Jones Industrial Average.

       (11) CNBC/Financial News Composite Index.

       (12) 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.

       (13) 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.

       (14) The World Bank Publication of Trends in Developing Countries  (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.

       (15) Salomon  Brothers Global  Telecommunications  Index is  composed  of
    telecommunications companies in the developing and emerging countries.

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

       (17)  International  Financial  Statistics,  which  is  produced  by  the
    International Monetary Fund.

       (18)  Various publications and reports produced by the World Bank and its
    affiliates.

       (19) Various publications from the International Bank for  Reconstruction
    and Development/The World Bank.

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

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

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

       (23) International Finance Corporation  (IFC) Emerging Markets Data  Base
    which  provides detailed statistics on stock  and bond markets in developing
    countries.

       (24) Various publications from the Organization for Economic  Cooperation
    and Development (OECD).

Indices,  economic and  financial data prepared  by the  research departments of
such financial organizations as Salomon Brothers, Inc., Lehman Brothers, Merrill
Lynch, Pierce, Fenner & Smith, Inc.  J. P. Morgan, Morgan Stanley, Smith  Barney
Shearson,  S.G.  Warburg, Jardine  Flemming,  Barings Securities,  The  Bank for
International Settlements, Asian Development Bank, Bloomberg, L.P. and Ibbottson
Associates may be used  as well as information  reported by the Federal  Reserve
and  the respective Central  Banks of various  nations. In addition, performance
rankings, ratings  and commentary  reported periodically  in national  financial
publications,  included 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.

                  Statement of Additional Information Page 30
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

From time  to  time, the  Fund  and  G.T. Global  may  refer to  the  number  of
shareholders  in the Fund  or the aggregate  number of shareholders  in all G.T.
Global Mutual Funds  or the  dollar amount of  Fund assets  under management  in
advertising materials.

G.T.  Global  believes  the  Fund is  an  appropriate  investment  for long-term
investment goals including, but  not limited to  funding retirement, paying  for
education  or  purchasing  a  house.  The Fund  does  not  represent  a complete
investment program and the investors should consider the Fund as appropriate for
a portion of their overall investment  portfolio with regard to their  long-term
investment goals.

G.T.  Global believes that a growing number of consumer products, including, but
not limited to home appliances, automobiles and clothing, purchased by Americans
are manufactured abroad.  G.T. Global  believes that investing  globally in  the
companies  that produce products for U.S. consumers can help U.S. investors seek
protection of the value of their assets against the potentially increasing costs
of foreign manufactured goods. Of course,  there can be no assurance that  there
will  be any correlation between global investing  and the costs of such foreign
goods unless there  is a corresponding  change in  value of the  U.S. dollar  to
foreign currencies. From time to time, G.T. Global may refer to or advertise the
names  of such companies although there can be no assurance that any G.T. Global
Mutual Fund may own the securities of these companies.

The Fund may compare its performance to that of other compilations or indices of
comparable quality  to  those listed  above  which  may be  developed  and  made
available in the future. The Fund may be compared in advertising to Certificates
of Deposit (CDs), the Bank Rate Monitor National Index, an average of the quoted
rates  for 100 leading banks and thrifts  in ten U.S. cities chosen to represent
the ten largest  Consumer Metropolitan statistical  areas, or other  investments
issued by banks. The Fund differs from bank investments in several respects. The
Fund  may  offer greater  liquidity or  higher potential  returns than  CDs; but
unlike CDs, the Fund will have a  fluctuating share price and return and is  not
FDIC insured.

The  Fund's performance may be compared to the performance of other mutual funds
in general, or  to the performance  of particular types  of mutual funds.  These
comparisons  may  be  expressed  as  mutual  fund  rankings  prepared  by Lipper
Analytical Services, Inc.  (Lipper), an independent  service which monitors  the
performance  of mutual funds. 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.

G.T.  Global  may provide  information designed  to help  individuals understand
their investment goals  and explore various  financial strategies. For  example,
G.T.  Global  may  describe  general  principles  of  investing,  such  as asset
allocation, diversification and risk tolerance.

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 is based on the returns of different indices.

G.T. 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.

In  advertising materials, G.T. Global may reference or discuss its products and
services, which may  include: retirement investing;  the effects of  dollar-cost
averaging  and saving for college or a  home. In addition, G.T. Global may quote
financial or business publications  and periodicals, including model  portfolios
or  allocations, as they  relate to fund  management, investment philosophy, and
investment techniques.

The Fund may discuss its Quotron number, CUSIP number, and its current portfolio
management team.

From time to time, the Fund's performance  also may be compared to other  mutual
funds  tracked  by  financial  or  business  publications  and  periodicals. For
example, the  fund may  quote Morningstar,  Inc. in  its advertising  materials.
Morningstar, Inc. is a mutual fund rating service that rates mutual funds on the
basis of risk-adjusted performance. In addition, the Fund may quote financial or
business  publications  and  periodicals  as  they  relate  to  fund management,
investment philosophy,  and investment  techniques.  Rankings that  compare  the
performance  of G.T. Global Funds to  one another in appropriate categories over
specific periods of time may also be quoted in advertising.

                  Statement of Additional Information Page 31
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

The Fund may  quote various  measures of volatility  and benchmark  correlation,
such  as beta, standard deviation and R(2) in advertising. In addition, the Fund
may compare these measures to those of other funds. Measures of volatility  seek
to  compare  the 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.

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

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

The Fund may describe in its  sales material and advertisements how an  investor
may  invest in the G.T. Global 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. 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  each
year  to  an IRA  (or if  less, 100%  of  compensation). If  your spouse  is not
employed, a total of $2,250 may be contributed each year to IRAs set up for  you
and  your  spouse  (subject  to  the maximum  of  $2,000  to  either  IRA). Some
individuals may be able  to take an income  tax deduction for the  contribution.
Regular  contributions  may not  be  made for  the year  you  become 70  1/2, or
thereafter. Please consult your tax advisor for more information.

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

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

403(B)(7)  CUSTODIAL  ACCOUNTS:  Employees  of  public  schools  and  most other
not-for-profit corporations 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 permit the  eligible,
participating  employees to make  pre-tax salary reduction  contributions to the
plan (up to certain limitations).

G.T. Global may from time to time  in its sales methods 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 G.T.  Global will quote information  including
but  not limited to  data regarding: individual  countries, regions, world stock
exchanges, and  economic and  demographic statistics  from sources  G.T.  Global

                  Statement of Additional Information Page 32
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
deems  reliable including but not limited to  the economic and financial data of
the referenced financial organizations such as:

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

 2) Stock  market  trading volume:  Morgan  Stanley Capital  International World
    Indices, International Finance Corporation.

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

 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 or market: International Finance Corporation,
    G.T.  Guide to World Equity Markets, Salomon Brothers Inc., S.G. Warburg and
    Barings Securities.

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

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

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

                  Statement of Additional Information Page 33
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

EQUITY MARKET DIVERSIFICATION
As indicated by the following table, a globally diversified equity portfolio for
the ten year  period ended  December 31, 1994,  resulted in  greater return  and
reduced  risk  (as  measured  by  price  volatility)  relative  to  a  portfolio
consisting solely of  U.S. equities. The  following chart was  prepared by  G.T.
Capital.  It  uses the  Morgan  Stanley Capital  International  EAFE Index  as a
"proxy" for the non-North America investment universe and the Standard &  Poor's
500  Index  as a  "proxy" for  the universe  of U.S.  stocks. All  dividends and
distributions were assumed to be reinvested.

                         EQUITY MARKET DIVERSIFICATION
                        10 YEARS ENDED DECEMBER 31, 1994

<TABLE>
<CAPTION>
     PORTFOLIO          STANDARD       AVERAGE ANNUAL
 % NON-U.S./% U.S.    DEVIATION (%)   TOTAL RETURN (%)
- -------------------  ---------------  -----------------
<S>                  <C>              <C>
         100/0              19.35             17.89
         90/10              18.15             17.59
         80/20              17.06             17.27
         70/30              16.11             16.95
         60/40              15.32             16.61
         50/50              14.73             16.27
         40/60              14.35             15.92
         30/70              14.20             15.56
         20/80              14.29             15.19
         10/90              14.61             14.81
         0/100              15.16             14.42
<FN>
- --------------
Source: Morgan Stanley Capital International (MSCI) Europe, Australia, Far  East
(EAFE)  Index vs. MSCI U.S.  Index, December 31, 1994.  Prepared by G.T. Capital
Management, Inc.
</TABLE>

Standard deviation of returns is a statistical measure of the degree to which  a
value  tends to vary from its average annual mean. In general, greater risk must
be assumed to  generate greater returns.  This data will  not correspond to  the
actual performance of any of the Global Mutual Funds. There is no guarantee that
stock  market  diversification will  provide  greater total  return  and/or less
volatility than non-diversification during a particular time.

As shown in more detail in the chart  below, at February 1995, only 27%* of  the
world's  public companies  meet the  Fund's strict  definition of  the term blue
chip. And of  those that do,  a full 64%  exist outside the  United States.  The
reported  dividend yield  on the MSCI  World Index  as of February  28, 1995 was
2.4%.

<TABLE>
<CAPTION>
   ANNUAL
  DIVIDEND       NUMBER OF          U.S.           NON-U.S.
   YIELD         COMPANIES        COMPANIES        COMPANIES
- ------------  ---------------  ---------------  ---------------
<S>           <C>              <C>              <C>
       > 8%             15                6                9
       7-8%             26               11               15
       6-7%             42               14               28
       5-6%             99               24               75
       4-5%            162               42              120
       3-4%            221               80              141
     2.4-3%            146               76               70
     2-2.4  %          108               41               67
       1-2  %          363              284               79
       < 1  %          532              134              398
</TABLE>

- --------------
Source: Morgan Stanley Capital International World Index, February 28, 1995

                  Statement of Additional Information Page 34
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

HISTORICAL WORLD BOND PERFORMANCE
The following  chart shows  the  yield to  maturity (including  future  interest
payments  and principal repayment at par) of 10 year government bonds, as priced
by Salomon Brothers, Inc. This data is  based on U.S. dollar values on  December
31  of  the years  shown.  The actual  total returns  of  foreign bonds  held to
maturity will differ depending on exchange rates during a bond's life.

                                GOVERNMENT BONDS
                          YEAR-END YIELDS TO MATURITY
<TABLE>
<CAPTION>
                                                      U.S.       CANADA        GERMANY        JAPAN       U.K.      SWITZ.
                                                    ---------  -----------  -------------  -----------  ---------  ---------
<S>                                                 <C>        <C>          <C>            <C>          <C>        <C>
1994..............................................       7.82        9.14          7.62          4.57        8.71       5.22
1993..............................................       6.35        6.61          5.54          3.18        6.39       4.06
1992..............................................       6.67        7.95          7.27          4.70        8.16       5.85
1991..............................................       6.70        8.26          7.92          5.51        9.80       6.30
1990..............................................       8.09       10.27          8.70          6.53       10.93       6.37
1989..............................................       7.90        9.63          7.27          5.57       10.58       5.67
1988..............................................       9.19       10.17          6.54          4.70       10.07       4.11
1987..............................................       8.86       10.09          6.56          4.90        9.65       3.74
1986..............................................       7.23        8.75          6.05          5.30       10.54       4.32
1985..............................................       9.01        9.65          6.28          6.18       10.96       4.46

<CAPTION>
                                                      NETH.      FRANCE      AUSTL.
                                                    ---------  -----------  ---------
<S>                                                 <C>        <C>          <C>
1994..............................................       7.75        8.27        9.99
1993..............................................       5.56        5.60        6.68
1992..............................................       7.29        8.09        8.95
1991..............................................       8.33        8.40        9.35
1990..............................................       8.98       10.00       12.04
1989..............................................       7.59        8.93       12.93
1988..............................................       6.46        8.43       12.85
1987..............................................       6.74        9.82       12.84
1986..............................................       6.25        8.87       13.27
1985..............................................       6.81       10.10       14.86
</TABLE>

The following chart shows  total returns as  of December 31  for the years  1985
through  1994 on bonds issued by various governments. All returns are calculated
in U.S. dollars  and include  reinvestment of gross  yields, and  do not  assure
deduction  of any  withholding taxes.  This chart  was prepared  by G.T. Capital
based on  Salomon  Brothers,  Inc.  indexes of  10-year  government  bonds  with
remaining maturities of at least one year.

                                GOVERNMENT BONDS
                              ANNUAL TOTAL RETURNS

<TABLE>
<CAPTION>
                                            AUSTRALIA   BELGIUM   CANADA   FRANCE   GERMANY    ITALY     JAPAN      UK      USA
                                            ---------   -------   ------   ------   -------   -------   -------   ------   ------
<S>                                         <C>         <C>       <C>      <C>      <C>       <C>       <C>       <C>      <C>
1994......................................     6.88%    12.22%    -9.86%    4.37%    9.98%      4.57%     8.88%   -1.54%   -3.36%
1993......................................    15.66%     4.00%    12.01%   13.15%    6.70%     11.08%    27.58%   19.53%   10.69%
1992......................................    -0.26%     7.64%    -0.42%    4.27%    5.94%    -13.88%    10.84%   -4.12%    7.21%
1991......................................    23.49%    10.89%    21.59%   12.51%    9.75%     13.24%    22.46%   12.65%   15.30%
1990......................................    16.24%      n/a      7.69%   23.52%   16.36%      n/a       7.83%   30.88%    8.62%
1989......................................     5.62%      n/a     16.23%    9.14%    6.35%      n/a     -14.26%   -3.91%   14.40%
1988......................................    28.80%      n/a     19.41%    1.63%   -7.12%      n/a       3.04%    2.44%    7.07%
1987......................................    28.99%      n/a     10.00%   26.58%   29.38%      n/a      38.12%   46.61%    1.93%
1986......................................    16.64%      n/a     15.72%   34.09%   37.17%      n/a      40.09%   14.77%   15.73%
1985......................................   -12.06%      n/a     14.80%   50.51%   43.02%      n/a      36.85%   40.18%   20.94%
10 Year Average Annualized Returns from 12/85-12/94
                                              12.28%      N/A     10.32%   17.10%   14.81%      N/A      16.88%   14.47%    9.64%
<FN>
- --------------
Source:   Salomon Brothers, Inc. Countries Identified  As "N/A" Were Not Part of
the Salomon Brothers World Government Bond Index During the Years Indicated.
</TABLE>

                  Statement of Additional Information Page 35
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

From time to  time the  Fund and  G.T. Global may  quote data  for stock  market
trading  volume and number of listed  companies from information provided by the
International Finance Corporation (IFC) for,  but not limited to, the  following
countries:

                 NUMBER OF LISTED COMPANIES AND TRADING VOLUME

<TABLE>
<CAPTION>
                                                                                      NUMBER OF       ANNUAL
                                                                                       LISTED     TRADING VOLUME
                                                                                      COMPANIES   (US$ MILLIONS)
                                                                                     -----------  ---------------
<S>                                                                                  <C>          <C>
Canada.............................................................................       1,124          142,222
U.S................................................................................       7,607        3,507,223
Argentina..........................................................................         180           10,339
Brazil.............................................................................         550           57,409
Chile..............................................................................         263            2,797
Colombia...........................................................................          89              732
Mexico.............................................................................         190           62,454
Venezuela..........................................................................          93            1,874
Korea..............................................................................         693          211,710
Philippines........................................................................         180            6,785
Taiwan.............................................................................         183           43,395
India..............................................................................       6,800           21,879
Indonesia..........................................................................         174            9,158
Malaysia...........................................................................         410          153,661
Pakistan...........................................................................         653            1,844
Hong Kong..........................................................................         450          131,550
Singapore..........................................................................         178           81,623
Japan..............................................................................       2,155          954,341
Australia..........................................................................       1,070           67,711
New Zealand........................................................................         136            6,785
Greece.............................................................................         143            2,713
Jordan.............................................................................         101            1,377
Nigeria............................................................................         174               10
Portugal...........................................................................         183            4,835
Turkey.............................................................................         152           23,242
UK.................................................................................       1,646          423,526
France.............................................................................         472          174,283
Germany............................................................................         426          302,985
<FN>
- --------------
Source:  Emerging Stock Markets Factbook 1994, International Finance Corporation
(IFC), June 1994.
</TABLE>

From time to time the Fund and G.T. Global may also quote information similar to
that shown above from, but not limited  to, other sources such as S.G.  Warburg,
Salomon Brothers and Datastream.

                  Statement of Additional Information Page 36
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

From   time  to  time  the  Fund  and  G.T.  Global  may  quote  information  on
sector/industry stock  market  capitalization and  total  returns for,  but  not
limited to, the following Morgan Stanley Capital International industry indices:

                      MORGAN STANLEY CAPITAL INTERNATIONAL
    INTERNATIONAL INDUSTRY INDICES DECEMBER 31, 1994 (US$ WITHOUT DIVIDENDS)

<TABLE>
<CAPTION>
                                                                                   ANNUALIZED RETURNS (%)
                                                    MARKET CAPITALIZATION   ------------------------------------
                                                          (US$ BN)          1 YEAR  3 YEARS   5 YEARS   10 YEARS
                                                    ---------------------   ------  -------   -------   --------
<S>                                                 <C>                     <C>     <C>       <C>       <C>
ENERGY
  Energy Sources..................................          447.6             5.40     4.05      2.35     10.72
  Utilities -- Electrical & Gas...................          412.8           -11.94    -0.05     -1.03      9.88
    Sector........................................          860.4
MATERIALS
  Building Materials & Components.................          107.9            -4.87     5.17     -1.34     13.68
  Chemicals.......................................          303.5            15.59     7.33      2.47     14.06
  Forest Products & Paper.........................          111.2             9.97     5.74      0.96     10.76
  Metals -- Non Ferrous...........................           92.1            12.77     9.54      1.49     10.42
  Metals -- Steel.................................          109.8            26.99     6.24     -7.78     13.56
  Misc. Materials & Commodities...................           73.1             9.52     6.97     -0.72     12.00
    Sector........................................          797.6
CAPITAL EQUIPMENT
  Aerospace & Military Technology.................           59.1             6.34     8.97      6.06      7.13
  Construction & Housing..........................          103.1             2.36    -5.42     -9.33     16.82
  Data Processing & Reproduction..................          107.0            22.96    -0.53     -3.43     -1.20
  Electrical & Electronics........................          264.9             3.77     7.35      2.80     11.80
  Electronic Components & Instruments.............          177.2            15.59     7.33      2.47     14.06
  Energy Equipment & Services.....................           20.7           -13.03    -3.86     -3.90      3.21
  Industrial Components...........................          126.7            16.11    14.02      2.49     12.22
  Machinery & Engineering.........................          177.8            18.97     9.29      0.32     14.45
    Sector........................................         1036.5
CONSUMER GOODS
  Appliances & Household Durables.................          136.5            18.11    10.40      0.39     11.20
  Automobiles.....................................          233.7            12.06    15.36      2.61     12.27
  Beverages & Tobacco.............................          260.5             4.93    -1.30      6.57     18.26
  Food & Household Products.......................          277.8             5.12     2.10      4.68     17.21
  Health & Personal Care..........................          517.4             9.54    -0.91      8.69     17.09
  Recreation, Other Consumer Goods................           93.5             9.20     4.78      1.49      9.86
  Textiles & Apparel..............................           30.9             5.21    -3.29     -5.32     11.12
    Sector........................................         1550.3
SERVICES
  Broadcasting & Publishing.......................          145.4             0.80    13.97      5.08     13.77
  Business & Public Services......................          267.2             9.71    10.04      5.61     13.82
  Leisure & Tourism...............................          114.3            -2.56    11.13      3.04     15.59
  Merchandising...................................          389.4            -2.54     2.66      5.45     15.15
  Telecommunications..............................          375.5            -5.99     5.72      3.36     11.47
  Transportation -- Airlines......................           50.1             4.61     0.86     -3.68     10.67
  Transportation -- Road & Rail...................          103.8            -0.70     3.59     -4.67     12.25
  Transportation -- Shipping......................           36.5             7.17     4.04     -4.12     15.00
  Wholesale & International Trade.................           66.0            35.10     9.31     -3.01     14.63
    Sector........................................         1546.2
FINANCE
  Banking.........................................         1008.9             0.71     4.63     -0.66     15.28
  Financial Services..............................          181.9             8.01     5.29     -2.93     13.77
  Insurance.......................................          282.9            -2.55     5.06      1.34     13.21
  Real Estate.....................................          110.6           -20.78     6.62      0.21     15.36
    Sector........................................         1584.3
MULTI INDUSTRY
  Multi-Industry..................................          237.6            -6.75     7.70      4.66     11.80
    Sector........................................          237.6
GOLD MINES
  Gold Mines......................................           37.8           -11.16    14.07      0.20      2.37
    Sector........................................           37.8
<FN>
- --------------
The Fund(s) and G.T. Global may also quote information from, but not limited to,
the  International Finance  Corporation (IFC),  S.G. Warburg,  Salomon Brothers,
World Scope, Bloomberg, Datastream and Wilshire Associates, Inc.
</TABLE>

The investment objectives and policies of the G.T. Global Mutual Funds and their
portfolios  and  performance  will  not   correspond  to  the  composition   and
performance of MSCI industry indices.

                  Statement of Additional Information Page 37
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

From time to time the Fund and G.T. Global may quote information on stock market
capitalization  and total returns for, but  not limited to, the following Morgan
Stanley Capital International stock market indices:

                      MORGAN STANLEY CAPITAL INTERNATIONAL
        INTERNATIONAL INDICES 12/31/94 (US$, GROSS DIVIDENDS REINVESTED)

<TABLE>
<CAPTION>
                                              MARKET              ANNUALIZED RETURNS (%)
                                          CAPITALIZATION   ------------------------------------
                                             (US$BN)       1 YEAR  3 YEARS   5 YEARS   10 YEARS
                                          --------------   ------  -------   -------   --------
<S>                                       <C>              <C>     <C>       <C>       <C>
INTERNATIONAL INDICES
  THE WORLD.............................     7,592.9         5.58    7.42      4.24     15.51
  NORTH AMERICA.........................     2,918.2         1.73    6.07      8.52     13.94
  EAFE..................................     4,661.8         8.06    8.19      1.82     17.89
  EUROPE 14.............................     2,084.1         2.66    8.46      6.98     18.99
  NORDIC COUNTRIES......................       156.2        20.57   11.62      5.06     19.79
  PACIFIC...............................     2,577.6        13.03    7.93     -1.62     17.06
  FAR EAST..............................     2,436.8        13.45    7.78     -2.07     17.22
FREE INDICES
  THE WORLD FREE........................     7,602.4         5.57    7.43      4.27
  EAFE FREE.............................     4,671.3        -4.17    7.57      1.78
  EUROPE 14 FREE........................     2,080.5        -3.09    8.28      7.11
  EUROPE 14 FREE EX UK..................                    -0.57   10.02      6.44
  NORDIC COUNTRIES FREE.................       152.6         4.91   12.16      6.51
  PACIFIC FREE..........................     2,590.0        -5.04    7.06     -1.76
  PACIFIC FREE EX JAPAN.................                   -18.65   14.34     14.00
  FAR EAST FREE.........................                    -4.81    6.91     -2.18
SPECIAL AREAS
  THE WORLD EX USA......................                     7.64    7.93      1.76     17.13
  EAFE + CANADA.........................                     7.65    7.89      1.76     17.29
  KOKUSAI (WORLD EX JAPAN)..............                     0.55    7.85      8.35     15.51
  EASEA (EAFE EX JAPAN).................                    -0.77    9.83      8.05     18.98
  PACIFIC EX JAPAN......................                   -13.99   18.42     15.31     18.80
  THE WORLD EX THE UK...................                     6.48    7.63      3.82     15.21
  EAFE EX THE UK........................                    10.22    8.74      0.70     17.97
  EUROPE 14 EX THE UK...................     1,351.6         5.27   10.22      6.08     19.87
  THE WORLD EX AUSTRALIA................                     5.57    7.39      4.19     15.51
National Indices
  AUSTRALIA.............................       122.8         6.48    9.48      8.37     15.98
  AUSTRIA...............................        17.5        -6.05    2.74      0.40     23.31
  BELGIUM...............................        48.5         9.43   10.92      7.23     24.90
  CANADA................................       168.1        -2.43    0.76      0.12      8.17
  DENMARK...............................        34.4         4.25    0.09      3.17     17.17
  FINLAND...............................        25.9        52.47   34.70      6.81
  FINLAND FREE..........................        25.9        52.47   33.65      7.77
  FRANCE................................       275.0        -4.70    6.20      4.23     20.83
  GERMANY...............................       290.1         5.11    8.95      5.09     18.73
  GREECE................................         7.6        -0.78   -0.81      8.05
  HONG KONG.............................       154.1       -28.90   26.79     27.18     26.50
  IRELAND...............................        12.1        14.50    8.71      3.71
  ITALY.................................        98.5        12.13    4.52     -1.54     17.14
  JAPAN.................................     2,121.1        21.62    6.36     -3.43     16.86
  MALAYSIA..............................       105.3       -19.94   25.57     13.86
  NETHERLANDS...........................       163.9        12.66   16.74     13.18     22.05
  NEW ZEALAND...........................        18.1        10.27   23.39      7.57
  NORWAY................................        18.5        24.07   11.39      3.49     16.03
  NORWAY FREE...........................        14.8        27.41   13.14      4.78
  PORTUGAL..............................         8.5        11.95    8.01     -3.48
  SINGAPORE.............................        56.3         6.68   23.95     16.02     16.50
  SINGAPORE FREE........................        69.5         5.81   24.23     18.65
</TABLE>

                  Statement of Additional Information Page 38
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

<TABLE>
<CAPTION>
                                              MARKET              ANNUALIZED RETURNS (%)
                                          CAPITALIZATION   ------------------------------------
                                             (US$BN)       1 YEAR  3 YEARS   5 YEARS   10 YEARS
                                          --------------   ------  -------   -------   --------
<S>                                       <C>              <C>     <C>       <C>       <C>
  SPAIN.................................        80.0        -3.93   -0.08      0.37     20.05
  SWEDEN................................        77.4        18.80   12.22      5.37     21.43
  SWEDEN FREE...........................        77.4        18.80   15.40      7.70
  SWITZERLAND...........................       210.0         4.18   21.77     14.81     21.32
  SWITZERLAND FREE......................       210.0         4.18   21.97     14.85
  UNITED KINGDOM........................       732.6        -1.63    5.65      8.58     17.73
  USA...................................     2,750.1         2.00    6.42      9.16     14.36
  EAFE (GDP WEIGHTED)...................                     8.21    9.65      3.97     19.91
EMERGING MARKETS
  EMG (EMERGING MARKETS GLOBAL).........       840.4        -1.07   20.41      9.52
  EMG FAR EAST..........................       469.4         1.05   21.99      2.43
  EMG LATIN AMERICA.....................       281.0        -3.69   19.73     32.62
  EMF (EMERGING MARKETS FREE)...........       594.2        -7.32   21.76     20.89
  EMF FAR EAST..........................       235.5       -13.97   26.90     13.12
  EMF LATIN AMERICA.....................       268.7         0.64   20.66     32.23
  INDIA.................................        55.2         9.93
  INDONESIA.............................        22.1       -25.92   14.98     -2.15
  KOREA.................................       121.5        23.67   18.17      0.26
  MALAYSIA..............................       105.3       -19.94   25.57     13.86
  PAKISTAN..............................         6.9        -7.09    0.00      0.00
  PHILIPPINES...........................        20.9         0.80   47.51     21.44
  PHILIPPINES FREE......................        13.2        -7.88   41.69     23.46
  SRI LANKA.............................         1.3        -3.03
  TAIWAN................................       129.0        20.78   19.40     -2.98
  THAILAND..............................        70.6        -9.03   35.86     17.47
  ARGENTINA.............................        24.2       -23.63   -9.39     28.67
  BRAZIL................................        94.8        65.73   46.49     26.87
  CHILE.................................        38.8        44.76   34.06     46.83
  COLOMBIA..............................         7.3        21.30
  MEXICO................................       108.4       -43.39    2.94     29.69
  MEXICO FREE...........................        96.7       -40.55    3.53     32.47
  PERU..................................         4.3        45.42
  VENEZUELA.............................         3.0       -34.14
  VENEZUELA FREE........................         2.4       -14.55
  GREECE................................         7.6        -0.78   -0.81      8.05
  ISRAEL................................        13.2
  ISRAEL - DOMESTIC.....................        10.9
  ISRAEL - NON DOMESTIC.................         2.3
  JORDAN................................         1.2        -8.70   15.66     10.60
  PORTUGAL..............................         8.5        11.95    8.01     -3.48
  TURKEY................................         9.3       -50.49   -4.23     -7.47
  COMBINED FAR EAST FREE................     2,580.2        12.07    8.44     -1.68
  COMBINED FAR EAST EX JAPAN............       679.8        -7.40   24.17      9.17
  COMBINED FAR EAST FREE EX JAPAN.......       459.2       -17.48   26.91     20.14
  EAFE + EMG............................     5,396.8         6.42    8.79      2.22
  EAFE + EMF............................     5,150.7         5.91    8.39      2.25
  ALL-COUNTRY WORLD INDEX...............     8,344.7         3.85    7.50      4.21
</TABLE>

The Fund and G.T. Global may also quote information similar to that shown  above
from  other sources, but  not limited to,  the International Finance Corporation
(IFC) S.G. Warburg, Salomon Brothers, Wilshire Associates, Inc. and Datastream.

Market capitalization is not a  measure of investment performance.  Accordingly,
the   above  market  capitalization  figures  are  not  intended  to  illustrate
investment performance in any individual developing market. Although the  period
from  December  31,  1984  to  December  31,  1994  was  one  of  growing market
capitalization throughout the world,  market capitalization in certain  emerging
markets  encountered  periods of  volatility rather  than a  steadily increasing
trend.

The investment objectives and policies of the G.T. Global Mutual Funds and their
portfolios  and  performance  will  not   correspond  to  the  composition   and
performance of MSCI indices.

                  Statement of Additional Information Page 39
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

WAGE RATES

From time to time the Fund and G.T. Global may quote data on wage rates for, but
not limited to, the following countries:

<TABLE>
<CAPTION>
                                                                                                         US$ PER
                                                                                                          HOUR
                                                                                                       -----------

<S>                                                                                                    <C>
Germany..............................................................................................   $   25.56

Switzerland..........................................................................................   $   22.66

Japan................................................................................................   $   19.20

Sweden...............................................................................................   $   17.91

U.S..................................................................................................   $   16.79

Canada...............................................................................................   $   16.36

France...............................................................................................   $   16.31

Italy................................................................................................   $   15.97

UK...................................................................................................   $   12.82

Australia............................................................................................   $   12.25

Spain................................................................................................   $   11.53

New Zealand..........................................................................................   $    8.01

Singapore............................................................................................   $    5.38

South Korea..........................................................................................   $    5.37

Taiwan...............................................................................................   $    5.23

Asian NIE's..........................................................................................   $    5.15

Portugal.............................................................................................   $    4.60

Hong Kong............................................................................................   $    4.31

Mexico...............................................................................................   $    2.65
<FN>
- --------------
Source:  U.S.  Department of  Labor, Bureau  of Labor  Statistics, International
Comparison of Hourly Compensation Costs for Production Workers in Manufacturing,
1993, Report 873, June 1994.
</TABLE>

G.T. Global and the Fund may also quote information similar to that shown  above
from  other sources such as, but not limited to, S.G. Warburg and Morgan Stanley
International.

                  Statement of Additional Information Page 40
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

From time to  time, each Fund  and G.T. Global  may quote and  compare real  GDP
growth rates of emerging and established countries.

                 REAL GDP GROWTH RATES (ANNUAL PERCENT CHANGE)

<TABLE>
<CAPTION>
                                                                                         ESTABLISHED  EMERGING
                                                                                          COUNTRIES   COUNTRIES
                                                                                         -----------  ---------
<S>                                                                                      <C>          <C>
1993...................................................................................      1.2%        6.1%
1992...................................................................................      1.6%        5.9%
1991...................................................................................      0.6%        4.4%
1990...................................................................................      2.4%        3.7%
1989...................................................................................      3.3%        4.0%
1988...................................................................................      4.4%        5.3%
1987...................................................................................      3.2%        5.7%
1986...................................................................................      2.9%        5.0%
<FN>
- --------------
Source:  International Monetary  Fund, World  Economic Outlook  -- October 1994,
October 1994.
</TABLE>

                  Statement of Additional Information Page 41
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

From time to  time the Fund  and G.T. Global  may quote information  on the  top
companies listed on an exchange or index for countries around the world such as,
but not limited to, the following:
<TABLE>
<CAPTION>
                    THREE LARGEST COMPANIES

<S>               <C>
MEXICO            Telmex
                  Banacci
                  Tlevisa

CHILE             Telefonos
                  Endesa
                  Enersis

ARGENTINA         YPF
                  Telefonica de Argentina
                  Telecom Arg. Stet-France Telecom.

BRAZIL            Telebras
                  Electrobras
                  Petrobras

JAPAN             Mitsubishi Bank
                  Industrial Bank of Japan
                  Toyota Motor

HONG KONG         HSBC Holdings plc
                  Hong Kong Telecommunications
                  Sun Hung Kai Properties

SOUTH KOREA       KEPCO
                  POSCO
                  Samsung Electronics

TAIWAN            Cathjay Life Insurance Co. Ltd.
                  Hua Nan Commercial Bank
                  First Commercial Bank

SINGAPORE         Singapore Telecom Ltd.
                  OCBC Bank Ltd.
                  Singapore Airlines Ltd.

MALAYSIA          TNB
                  Telekom
                  Resorts

THAILAND          Telecomasia
                  Bangkok Bank
                  Shinawatra

INDONESIA         Barito Pacific Timber
                  Astra Int'l Inc
                  H M Sampoerna

PHILIPPINES       San Miguel Corp. (A & B)
                  Philippine Long Distance Telephone Co.
                  Ayala Corp. (A & B)

AUSTRALIA         BHP
                  News Corporation
                  National Australia Bank

<CAPTION>
                    THREE LARGEST COMPANIES
<S>               <C>

NEW ZEALAND       Telecom Corporation of New Zealand Ltd.
                  Carter Holt Harvey Ltd.
                  Fletcher Challenge Ltd - Ordinary Division

UNITED KINGDOM    British Telecommunications
                  HSBC Holdings
                  Shell Transport & Trading Co. (The)

GERMANY           Allianz AG Holding N-AKT
                  Siemens AG
                  Deutsche Bank AG

FRANCE            Alcatel Alsthom
                  Elf Aquitaine
                  Eaux (Cie Gie des)

NETHERLANDS       Royal Dutch
                  Unilever Cert.
                  Internationale Nederlanden Groep

SPAIN             Endesa
                  Telefonica
                  Bayer AG

ITALY             Generali Assicurazioni
                  Sip
                  Stet

SWITZERLAND       Roche
                  Nestle
                  UBS

SWEDEN            Astra
                  Ericsson
                  ASEA

DENMARK           Novo Nordisk B
                  Den Danske Bank
                  Sophus Berendsen

NORWAY            Norsk Hydro
                  Hafslund Nycomed
                  Kvaerner

FINLAND           Nokia Corporation
                  Repola Ltd.
                  Kymmene Corporation

U.S. (NYSE)       Exxon Corp.
                  General Electric Co.
                  Coca Cola Co.

CANADA            General Motors
                  Mobil Corporation
                  Ford Motor Co.
<FN>
- ------------------
Source:   The  G.  T.  Guide  to   World  Equity  Markets  1994-1995.  Euromoney
Publications Plc, 1994.
</TABLE>

From time to time  G.T. Global and  the Fund will  quote information similar  to
that  shown above from sources other than  G.T. Capital Management Inc. such as,
but not limited to,  S.G. Warburg, Morgan  Stanley Capital International,  World
Scope  and Wilshire Associates. There  can be no assurance  that any of the G.T.
Global Mutual Funds will own or continue to own the securities of the  companies
listed above.

                  Statement of Additional Information Page 42
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

From  time to time the Fund and G.T.  Global may quote data for GDP, GDP Growth,
Population, Per Capita  GDP, Total  Exports, Total Imports  and Inflation  Rates
for, but not limited to, the following countries:

<TABLE>
<CAPTION>
                                             GDP (US$      GDP GROWTH   POPULATION   TOTAL EXPORTS    TOTAL IMPORTS    INFLATION
                                            MILLIONS)       RATE (%)    (MILLIONS)   (US$ MILLIONS)   (US$ MILLIONS)   RATE (%)
                                          --------------   ----------   ----------   --------------   --------------   --------
<S>                                       <C>              <C>          <C>          <C>              <C>              <C>
Hong Kong...............................       77,828          5.5           5.8         30,251          123,427            8.5
China...................................      506,075         13.1        1162.2         84,940           80,585           13.0
South Korea.............................      296,136          5.3          43.7         76,394           81,413            4.8
Taiwan..................................          n/a          5.7           n/a         88,337           70,071            2.9
Singapore...............................       46,025          9.8           2.8         63,386           72,067            2.4
Malaysia................................       57,568          7.4          18.6         40,705           38,361            3.6
Indonesia...............................      126,364          6.5         184.3         33,815           27,280            9.7
Thailand................................      110,337          7.8          58.0         32,473           40,466            3.3
Philippines.............................       52,462          1.8          64.3          9,790           15,465            7.6
India...................................      214,598          4.1         883.6         19,795           22,530            9.9
Pakistan................................       41,904          5.1         119.3          7,264            9,360            8.7
Australia...............................      294,760          3.0          17.5         38,045           42,140            1.1
New Zealand.............................       41,304          3.7           3.4          9,338            9,200            1.6
Japan...................................    3,670,979          0.1         124.5        339,492          230,975            1.3
Brazil..................................      360,405          5.0         153.9         35,956           23,115        2,103.3
Mexico..................................      329,011          0.4          85.0         27,166           47,877            9.8
Argentina...............................          n/a          6.0          33.1         12,235           14,864           10.6
Venezuela...............................       61,137         -1.0          20.2         13,997           12,222           38.7
Chile...................................       41,203          6.0          13.6          9,646            9,456           12.7
Portugal................................       79,547         -0.8           9.8         18,541           30,482            6.8
Turkey..................................       99,696          6.8          58.5         14,715           22,871           65.5
Poland..................................       83,823          4.0          38.4         13,324           15,309           35.3
Hungary.................................       35,218         -1.6          10.3         10,700           11,078           22.5
Greece..................................       67,278          n/a          10.3          9,842           23,407           14.0
United Kingdom..........................      903,126          1.9          57.8        190,481          221,658            3.4
France..................................    1,319,883         -0.7          57.4        231,452          238,299            2.1
Netherlands.............................      320,290          3.0          15.2        139,919          134,376            1.5
Spain...................................      574,844         -1.0          39.1         64,302           99,473            4.3
Italy...................................    1,222,962         -7.0          57.8        178,349          184,510            4.4
Switzerland.............................      241,406         -0.7           6.9         65,616           65,603            2.3
Sweden..................................      220,834         -1.7           8.7         55,933           49,849            2.9
Norway..................................      112,906          1.8           4.3         35,178           25,897            2.4
Finland.................................       93,869         -2.6           5.0         23,515           20,741            1.2
Denmark.................................      123,546          0.3           5.2         39,570           33,601            1.2
United States...........................    5,920,199          3.0         255.4        420,812          551,591            3.0
<FN>
- --------------
Sources: 1992 GDP, mid-1992 population, 1992 exports and 1992 imports, The World
Development  Report 1994. The  World Bank, June  1994; 1993 GDP  Growth Rate and
1993 Inflation  Rate,  World Economic  Outlook  -- October  1994,  International
Monetary Fund, October 1994.
</TABLE>

G.T. Global and each Fund may also quote information from other sources such as,
but  not limited to, International Financial Statistics, an IMF publication, and
Trends in Developing Economies, a World Bank publication.

                  Statement of Additional Information Page 43
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

IMPORTANT POINTS TO NOTE ABOUT THE ABOVE DATA RELATING TO WORLD EQUITY AND  BOND
MARKET PERFORMANCE AND EQUITY MARKET DIVERSIFICATION

The  information  contained above  relating  to foreign  market  performance and
diversification is based  on sources  believed to  be reliable,  but is  neither
all-inclusive  nor warranted as to accuracy by  the Company or G.T. Capital. The
authors and publishers of  such material are not  to be considered as  "experts"
under the Securities Act of 1933 on account of the inclusion of such information
herein.

A  portion of the performance  figures for each market  includes the positive or
negative effects of the currency exchange rates effective at December 31 of each
year between the U.S. dollar and  currency of the foreign market (e.g.  Japanese
Yen,  German  Deutschemark,  Hong Kong  Dollar).  A foreign  currency  which has
strengthened or weakened against the  U.S. dollar will positively or  negatively
affect the reported returns, as the case may be.

G.T.  Global  believes that  the above  information  relating to  foreign market
performance and diversification 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 the Fund, nor  is it a prediction  of
such  performance. The performance  of the Fund will  differ from the historical
performance of the indices  represented above. The  performance of indices  does
not take expenses into account, while the Fund incurs expenses in its operations
which  will reduce performance. The Fund is actively managed, I.E. G.T. Capital,
as the Fund's  investment manager,  actively purchases and  sells securities  in
seeking the Fund's investment objective. Moreover, the Fund may invest a portion
of  its  assets  in  corporate  bonds, while  the  above  data  relates  only to
government bonds. Each of these factors  will cause the performance of the  Fund
to differ from the indices shown above.

                  Statement of Additional Information Page 44
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                          DESCRIPTION OF DEBT RATINGS

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

DESCRIPTION OF BOND RATINGS

    MOODY'S INVESTORS SERVICE, INC. ("Moody's") rates the debt securities issued
by  various entities from "Aaa"  to "C". Investment grade  ratings are the first
four categories:

        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 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. 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.

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

        Baa  --  Medium  grade  obligations.  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.

        Ba -- Have speculative elements and their future cannot be considered to
    be well assured. Often the protection of interest and principal payments may
    be very moderate and thereby not well safeguarded during other good and  bad
    times  over the future. Uncertainty of  position characterizes bonds in this
    class.

        B  --  Generally  lack  characteristics  of  the  desirable  investment.
    Assurance  of interest  and principal  payments or  of maintenance  of other
    terms of the contract over any long period of time may be small.

        Caa -- Poor  standing. Such issues  may be  in default or  there may  be
    present elements of danger with respect to principal or interest.

        Ca  -- Speculative in a high degree. Such issues are often in default or
    have other marked shortcomings.

        C -- Lowest rated  class of bonds.  Issues so rated  can be regarded  as
    having  extremely  poor  prospects  of ever  attaining  any  real investment
    standing.

ABSENCE OF RATING: Where no rating has been assigned or where a rating has  been
suspended  or withdrawn, it may  be for reasons unrelated  to the quality of the
issue.

Should no rating be assigned, the reason may be one of the following:

1. An application for rating was not received or accepted.

2. The issue or issuer belongs to a group of securities that are not rated as  a
matter of policy.

3. There is a lack of essential data pertaining to the issue or issuer.

4.  The issue was privately placed, in which case the rating is not published in
Moody's publications.

Suspension or withdrawal may occur if new and material circumstances arise,  the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable  up-to-date data  to permit a  judgement to  be formed; if  a bond is
called for redemption; or for other reasons.

Note: Moody's applies  numerical modifiers 1,  2 and 3  in each generic  ratings
classification  from  Aa through  B  in its  corporate  bond rating  system. The
modifier 1 indicates that the  security ranks in the  higher end of its  generic
rating  category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates  that  the issue  ranks  in the  lower  end of  its  generic  rating
category.

                  Statement of Additional Information Page 45
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

    STANDARD & POOR'S RATINGS GROUP ("S&P") rates the securities debt of various
entities  in  categories  ranging  from  "AAA"  to  "DD"  according  to quality.
Investment grade ratings are the first four categories:

        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.

        BB, B, CCC,  CC, C --  Debt rated "BB,"  "B," "CCC," "CC,"  and "C"  are
    regarded,  on balance, as predominantly speculative with respect to capacity
    to pay interest  and repay principal  in accordance with  the terms of  this
    obligation.  "BB" indicates  the lowest  degree of  speculation and  "C" the
    highest degree of speculation. While such debt will likely have some quality
    and protective characteristics, these are outweighed by large  uncertainties
    or major risk exposures to adverse conditions.

        BB -- Has less near-term vulnerability to default than other speculative
    issues; however, it faces major ongoing uncertainties or exposure to adverse
    business,  financial or economic  conditions which could  lead to inadequate
    capacity to meet  timely interest  and principal payments.  The "BB"  rating
    category  is also used for debt subordinated to senior debt that is assigned
    an actual or implied "BBB-" rating.

        B --  Has a  greater  vulnerability to  default  but currently  has  the
    capacity  to  meet  interest  payments  and  principal  repayments.  Adverse
    business, financial or  economic conditions will  likely impair capacity  or
    willingness  to pay interest and repay principal. The "B" rating category is
    also used for debt subordinated to senior debt that is assigned an actual or
    implied "BB" or "BB-" rating.

        CCC --  Has a  currently indefinable  vulnerability to  default, and  is
    dependent upon favorable business, financial and economic conditions to meet
    timely  payment  of interest  and repayment  of principal.  In the  event of
    adverse business, financial or economic conditions, it is not likely to have
    the capacity to pay interest and repay principal. The "CCC" rating  category
    is also used for debt subordinated to senior debt that is assigned an actual
    or implied "B" or "B-" rating.

        CC  -- Typically  applied to  debt subordinated  to senior  debt that is
    assigned an actual or implied "CCC" rating.

        C -- Typically  applied to  debt subordinated  to senior  debt which  is
    assigned an actual or implied "CCC-" debt rating. The "C" rating may be used
    to  cover a situation where  a bankruptcy petition has  been filed, but debt
    service payments are continued.

        C -- Reserved for income bonds on which no interest is being paid.

        D -- In payment default. The  "D" rating is used when interest  payments
    are  not made on  the date due even  if the applicable  grace period has not
    expired, unless S&P  believes that such  payments will be  made during  such
    grace  period.  The  "D" rating  also  will be  used  upon the  filing  of a
    bankruptcy petition if debt service payments are jeopardized.

PLUS (+) OR MINUS  (-): The ratings from  "AA" to "CCC" may  be modified by  the
addition  of a  plus or minus  sign to  show relative standing  within the major
rating categories.

NR: Indicates that  no rating  has been  requested, that  there is  insufficient
information  on which to base  a rating, or that S&P  does not rate a particular
type of obligation as a matter of policy.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

    MOODY'S  employs  the  designations  "Prime-1"  and  "Prime-2"  to  indicate
commercial paper having the highest capacity for timely repayment. Issuers rated
Prime-1  have  a  superior  capacity  for  repayment  of  short-term  promissory
obligations. Prime-1  repayment  capacity  normally will  be  evidenced  by  the
following   characteristics:  leading   market  positions   in  well-established
industries; high rates of return on funds employed; conservative  capitalization
structures  with moderate  reliance on debt  and ample  asset protections; broad
margins in earnings coverage of fixed  financial charges and high internal  cash
generation;  and well-established  access to  a range  of financial  markets and
assured sources  of alternate  liquidity.  Issues rated  Prime-2 have  a  strong
capacity  for repayment of short-term promissory obligations. This normally will
be evidenced by many of the characteristics cited above, but to a lesser degree.
Earnings trends and coverage ratios,

                  Statement of Additional Information Page 46
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
while sound, will be more subject to variation. Capitalization  characteristics,
while  still appropriate,  may be  more affected  by external  conditions. Ample
alternate liquidity is maintained.

    S&P ratings of commercial paper are graded into four categories ranging from
"A" for the  highest quality  obligations to  "D" for  the lowest.  A --  Issues
assigned  its highest  rating are regarded  as having the  greatest capacity for
timely payment. Issues in this category are delineated with numbers 1, 2, and  3
to  indicate the  relative degree of  safety. A-1 --  This designation indicates
that the degree  of safety regarding  timely payment is  either overwhelming  or
very   strong.   Those  issues   determined   to  possess   overwhelming  safety
characteristics will  be denoted  with  a plus  (++)  sign designation.  A-2  --
Capacity for timely payments on issues with this designation is strong; however,
the relative degree of safety is not as high as for issues designated "A-1."

COMMERCIAL PAPER RATINGS
The Fund may invest only in high quality commercial paper, i.e. commercial paper
rated Prime-1 by Moody's, A-1 by Standard & Poor's Ratings Group ("S&P"), or, if
unrated,  judged  by G.T.  Capital to  be of  comparable quality.  Issuers rated
Prime-1 by Moody's have, in Moody's judgment, a superior capacity for  repayment
of  short-term  debt obligations.  Prime-1 repayment  capacity will  normally be
evidenced by the  following characteristics: leading  market positions in  well-
established  industries; high  rates of  return on  funds employed; conservative
capitalization structures  with  moderate  reliance  on  debt  and  ample  asset
protections;  broad margins in earnings coverage  of fixed financial charges and
high internal  cash  generation;  and  well-established access  to  a  range  of
financial  markets and assured  sources of alternate  liquidity. Issues assigned
the A-1 rating by S&P  are regarded by S&P as  having the greatest capacity  for
timely  payment. This designation indicates that  the degree of safety regarding
timely payment is either overwhelming or very strong.

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

                              FINANCIAL STATEMENTS

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

The audited financial statements of the Fund as of October 31, 1994, and for its
fiscal year then-ended appear on the following pages.

                  Statement of Additional Information Page 47
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                                   REPORT OF
                            INDEPENDENT ACCOUNTANTS

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

ANNUAL REPORT
To the Shareholders and Board of Directors of
G.T. Investment Funds, Inc.:

We have audited the accompanying statement of assets and liabilities of G.T.
Global Growth & Income Fund, one of the funds organized as a series of G.T.
Investment Funds, Inc., including the schedule of portfolio investments, as of
October 31, 1994 and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in the
period then ended and the financial highlights for each of the four years in the
period then ended and for the period from September 25, 1990 (commencement of
operations) to October 31, 1990. These financial statements and the financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and the financial
highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1994 by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial position of
G.T. Global Growth & Income Fund as of October 31, 1994, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended and the financial highlights for each of
the four years in the period then ended and for the period from September 25,
1990 (commencement of operations) to October 31, 1990, in conformity with
generally accepted accounting principles.

                                                        COOPERS & LYBRAND L.L.P.

BOSTON, MASSACHUSETTS
DECEMBER 16, 1994

                  Statement of Additional Information Page 48
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                            PORTFOLIO OF INVESTMENTS

                                October 31, 1994

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Equity                                               Market       % of Net
Investments         Country         Shares           Value        Assets(a)
<S>               <C>          <C>               <C>             <C>
- ----------------------------------------------------------------------------
Finance (18.1%)
- -----------------------------------------------
Swiss Bank Corp.
 (Bearer)               SWTZ             34,795     $10,044,490         1.4
  BANKS-MONEY CENTER
Union Bank of
 Switzerland
 (Bearer) (c)      SWTZ                  10,652       9,997,930         1.4
  BANKS-MONEY CENTER
CS Holdings
 (Bearer)          SWTZ                  19,700       8,624,641         1.2
  BANKS-MONEY CENTER
National
 Australian Bank
 Ltd.              AUSL                 779,437       6,161,832         0.9
  BANKS-MONEY CENTER
International
 Nederland Groep
 N.V.              NETH                 105,705       4,943,761         0.7
  OTHER FINANCIAL
Aegon N.V.         NETH                  75,150       4,637,294         0.7
  INSURANCE-LIFE
ABN-AMRO Holding
 N.V.:             NETH                      --              --         0.6
  BANKS-REGIONAL
  Common           --                   115,974       4,117,868          --
  Conv.
   Preferred, 6%
   till 10/31/03   --                     4,300         149,366          --
IKB Deutsche
 Industriebank
 AG:               GER                       --              --         0.6
  BANKS-REGIONAL
  Common           --                    19,310       3,339,719          --
  New              --                     4,290         733,407          --
Sun Hung Kai
 Properties        HK                   494,500       3,775,786         0.6
  REAL ESTATE
MAI PLC:           UK                        --              --         0.5
  OTHER FINANCIAL
  Conv.
   Preferred,
   5.9% till
   12/31/49        --                 1,463,200       2,225,672          --
  Common           --                   374,000       1,494,104          --
S.G. Warburg
 Group PLC         UK                   335,000       3,353,288         0.5
  OTHER FINANCIAL
Generale de
 Banque S.A.       BEL                   13,420       3,264,911         0.5
  BANKS-MONEY CENTER

<CAPTION>
Equity                                               Market       % of Net
Investments         Country         Shares           Value        Assets(a)
<S>               <C>          <C>               <C>             <C>
- ----------------------------------------------------------------------------
Commercial Union
 PLC                      UK            361,550      $3,240,586         0.5
  INSURANCE - MULTI-LINE
National
 Westminster
 Bank PLC                 UK            371,800       3,052,725         0.5
  BANKS-MONEY CENTER
Banco de
 Santander S.A.    SPN                   73,750       3,001,899         0.4
  BANKS-REGIONAL
Gerrard &
 National
 Holdings PLC      UK                   375,880       2,834,162         0.4
  SECURITIES BROKER
Hopewell
 Holdings          HK                 2,631,000       2,706,930         0.4
  REAL ESTATE
Kredietbank N.V.   BEL                   12,980       2,586,762         0.4
  BANKS-REGIONAL
Henderson
 Investment Ltd.   HK                 2,691,000       2,472,641         0.4
  REAL ESTATE
M & G Group PLC    UK                   155,000       2,435,660         0.4
  INVESTMENT MANAGEMENT
Urban Shopping
 Centers, Inc.     US                   121,000       2,389,750         0.4
  REAL ESTATE
Fortis Amev N.V.   NETH                  54,017       2,244,571         0.4
  OTHER FINANCIAL
Westfield Trust:   AUSL                      --              --         0.3
  REAL ESTATE
  Units            --                 1,031,728       1,839,771          --
  Partly-Paid
   till 6/30/95
   (f)             --                   678,389         383,071          --
Dresdner Bank AG   GER                    8,235       2,204,874         0.3
  BANKS-MONEY CENTER
Sparebanken NOR
 (Union Bank of
 Norway)           NOR                  112,000       2,141,655         0.3
  BANKS-REGIONAL
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                  Statement of Additional Information Page 49
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
<TABLE>
<CAPTION>
Equity                                               Market       % of Net
Investments         Country         Shares           Value        Assets(a)
- ----------------------------------------------------------------------------
<S>               <C>          <C>               <C>             <C>
Societe Generale
 Paris                    FR             18,280      $2,063,470         0.3
  BANKS-MONEY CENTER
Amoy Properties
 Ltd.                     HK          1,581,500       1,964,851         0.3
  REAL ESTATE
General Accident
 Fire and Life
 Assurance
 Corporation PLC   UK                   200,000       1,916,912         0.3
  INSURANCE - PROPERTY-CASUALTY
Lend Lease
 Corporation
 Ltd.              AUSL                 148,403       1,830,366         0.3
  REAL ESTATE
Compagnie
 Financiere de
 Paribas S.A.      FR                    27,132       1,805,461         0.3
  OTHER FINANCIAL
Lloyds Abbey
 Life PLC          UK                   299,000       1,728,762         0.3
  INSURANCE-LIFE
UAP Compagnie      FR                    62,367       1,645,510         0.2
  INSURANCE - MULTI-LINE
Bank of Montreal   CAN                   88,000       1,635,355         0.2
  BANKS-REGIONAL
Banco Popular
 Espanol S.A.      SPN                   12,080       1,517,607         0.2
  BANKS-MONEY CENTER
QBE Insurance
 Group Ltd         AUSL                 408,000       1,424,772         0.2
  INSURANCE - MULTI-LINE
Realty
 Development
 Corporation
 Ltd. "A"          HK                   280,000       1,275,527         0.2
  REAL ESTATE
Republic New
 York Corp.,
 Conv.
 Preferred,
 3.375% due
 12/31/49          US                    23,600       1,256,700         0.2
  BANKS-MONEY CENTER
Deutsche Bank AG   GER                    2,184       1,076,528         0.2
  BANKS-MONEY CENTER
Sedgwick Group
 PLC               UK                   320,600         802,287         0.1
  INSURANCE - MULTI-LINE
Commerzbank AG     GER                    2,250         473,708         0.1
  BANKS-MONEY CENTER
                                                 --------------
                                                    122,816,942
                                                 --------------
<CAPTION>
Equity                                               Market       % of Net
Investments         Country         Shares           Value        Assets(a)
<S>               <C>          <C>               <C>             <C>
- ----------------------------------------------------------------------------

Materials/Basic Industries (10.1%)
- -----------------------------------------------
Dow Chemical
 Company                  US            129,100      $9,488,850         1.4
  CHEMICALS
Broken Hill
 Proprietary
 Company Ltd.      AUSL                 486,343       7,465,522         1.1
  MISC. MATERIALS & COMMODITIES
Akzo Nobel         NETH                  51,450       6,493,008         1.0
  CHEMICALS
Solvay S.A. - A    BEL                   11,754       5,827,566         0.9
  CHEMICALS
Monsanto Company   US                    74,800       5,694,150         0.8
  CHEMICALS
Carter Holt
 Harvey Limited    NZ                 2,047,000       4,968,079         0.7
  FOREST PRODUCTS
WHX Corpo-
 ration, Conv.
 Preferred, 6.5%
 till 12/31/49     US                    90,100       4,876,660         0.7
  METALS - STEEL
RWE AG             GER                   13,462       4,128,239         0.6
  MISC. MATERIALS & COMMODITIES
Amcor Ltd.         AUSL                 578,546       3,851,529         0.6
  PAPER/PACKAGING
BASF AG            GER                   18,080       3,828,154         0.6
  CHEMICALS
Chesapeake
 Corporation       US                   122,800       3,806,800         0.6
  PAPER/PACKAGING
Pasminco Limited   AUSL               1,400,000       2,350,843         0.3
  METALS - NON-FERROUS
RTZ Corpo-
 ration PLC
 (Registered)      UK                   111,237       1,563,759         0.2
  METALS - NON-FERROUS
Australian
 National
 Industries Ltd.   AUSL               1,400,000       1,508,285         0.2
  METALS - STEEL
Poseidon Gold      AUSL                 443,000       1,191,515         0.2
  GOLD
St Laurent
 Paperboard Inc.   CAN                   80,000       1,013,314         0.1
  FOREST PRODUCTS
Kidston Gold
 Mines Ltd.        AUSL                 298,700         810,056         0.1
  GOLD
                                                 --------------
                                                     68,866,329
                                                 --------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                  Statement of Additional Information Page 50
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
<TABLE>
<CAPTION>
Equity                                               Market       % of Net
Investments         Country         Shares           Value        Assets(a)
- ----------------------------------------------------------------------------
<S>               <C>          <C>               <C>             <C>
Energy (10.0%)
- -----------------------------------------------
Elektrowatt AG          SWTZ             45,508     $12,338,692         1.8
  ELECTRICAL & GAS UTILITIES
Royal Dutch
 Petroleum
 Company           NETH                  80,550       9,368,056         1.4
  OIL
Electrabel         BEL                   34,760       6,207,544         0.9
  ELECTRICAL & GAS UTILITIES
Elf Aquitaine      FR                    65,475       4,840,341         0.7
  OIL
Veba AG            GER                   13,170       4,415,406         0.7
  ENERGY SOURCES
British Gas PLC    UK                   859,500       4,090,849         0.6
  GAS PRODUCTION & DISTRIBUTION
Westcoast
 Energy, Inc.      CAN                  246,000       4,048,447         0.6
  GAS PRODUCTION & DISTRIBUTION
Grupe Bruxelles
 Lambert S.A.      BEL                   31,767       3,905,357         0.6
  OIL
Shell Transport
 & Trading
 Company PLC       UK                   324,700       3,903,410         0.6
  OIL
Reunies
 Electrobel &
 Tractebel S.A.    BEL                   11,587       3,621,172         0.5
  ELECTRICAL & GAS UTILITIES
Exxon
 Corporation       US                    57,200       3,596,450         0.5
  OIL
Chilectra S.A.
 Sponsored ADR
 (b)(d)            CHLE                  43,000       2,246,750         0.3
  ELECTRICAL & GAS UTILITIES
Union Electrica
 Fenosa S.A.       SPN                  316,000       1,455,546         0.2
  ELECTRICAL & GAS UTILITIES
Pacific Gas and
 Electric
 Company           US                    63,600       1,438,950         0.2
  ELECTRICAL & GAS UTILITIES
Santos Limited     AUSL                 478,000       1,406,405         0.2
  OIL
Iberdrola S.A.     SPN                  205,000       1,352,459         0.2
  ELECTRICAL & GAS UTILITIES
                                                 --------------
                                                     68,235,834
                                                 --------------
<CAPTION>
Equity                                               Market       % of Net
Investments         Country         Shares           Value        Assets(a)
<S>               <C>          <C>               <C>             <C>
- ----------------------------------------------------------------------------

Services (8.8%)
- -----------------------------------------------
Telecom
 Corporation of
 New Zealand
 Ltd.:                    NZ                 --              --         0.9
  TELEPHONE NETWORKS
  Common           --                 1,332,600      $4,646,123          --
  ADR (b)          --                    19,000       1,059,250          --
Dun & Bradstreet
 Corporation       US                    96,700       5,669,038         0.8
  BROADCASTING & PUBLISHING
McGraw-Hill,
 Inc.              US                    67,000       5,008,250         0.7
  BROADCASTING & PUBLISHING
J.C. Penney
 Company, Inc.     US                    91,800       4,658,850         0.7
  RETAILERS-OTHER
Tele Danmark AS
 "B"               DEN                   79,394       4,576,529         0.7
  TELEPHONE NETWORKS
Granada Group
 PLC, Conv.
 Preferred, 7.5%
 due 4/30/03       UK                 1,180,000       3,724,894         0.6
  BROADCASTING & PUBLISHING
Pacific Telesis
 Group             US                   116,700       3,690,638         0.5
  TELEPHONE - REGIONAL/LOCAL
Compania de
 Telefonos de
 Chile ADR (b)     CHLE                  30,500       2,870,813         0.4
  TELEPHONE NETWORKS
Cedar Fair, L.P.   US                    94,000       2,796,500         0.4
  LEISURE & TOURISM
Royal PTT
 Nederland N.V.    NETH                  86,335       2,748,186         0.4
  TELEPHONE NETWORKS
Foodland
 Associated Ltd.   AUSL                 770,500       2,530,359         0.4
  RETAILERS-FOOD
British
 Telecommuni-
 cations PLC       UK                   359,000       2,316,413         0.3
  TELEPHONE NETWORKS
Thorn EMI PLC      UK                   140,000       2,225,711         0.3
  LEISURE & TOURISM
Cathay Pacific
 Airways           HK                 1,393,000       2,064,171         0.3
  TRANSPORTATION - AIRLINES
Australian
 Consolidated
 Press Ltd.        AUSL                 585,000       1,825,544         0.3
  BROADCASTING & PUBLISHING
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                  Statement of Additional Information Page 51
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
<TABLE>
<CAPTION>
Equity                                               Market       % of Net
Investments         Country         Shares           Value        Assets(a)
- ----------------------------------------------------------------------------
<S>               <C>          <C>               <C>             <C>
Dairy Farm
 International
 Holdings Ltd.            HK          1,390,000      $1,807,882         0.3
  RETAILERS-FOOD
Bradlees, Inc.            US            108,000       1,660,500         0.2
  RETAILERS-APPAREL
Woolworth
 Corporation       US                   100,000       1,550,000         0.2
  RETAILERS-OTHER
Southwestern
 Bell
 Corporation       US                    27,500       1,151,563         0.2
  TELEPHONE - LONG DISTANCE
Burswood
 Property Trust    AUSL                 800,000         760,829         0.1
  LEISURE & TOURISM
TNT Limited,
 Conv.
 Preferred, 8%
 due 5/31/97       AUSL                 320,000         589,643         0.1
  TRANSPORTATION - ROAD & RAIL
                                                 --------------
                                                     59,931,686
                                                 --------------
Capital Goods (4.7%)
- -----------------------------------------------
General Electric
 PLC               UK                 1,473,000       6,649,460         1.0
  AEROSPACE/DEFENSE
BICC PLC           UK                   881,500       4,873,193         0.7
  ELECTRICAL PLANT/EQUIPMENT
Mannesmann AG      GER                   16,592       4,436,895         0.7
  MACHINERY & ENGINEERING
Rolls-Royce PLC    UK                 1,083,750       3,084,274         0.5
  AEROSPACE/DEFENSE
Siemens AG         GER                    6,953       2,906,912         0.4
  TELECOM EQUIPMENT
CSF Thomson        FR                    92,560       2,512,266         0.4
  AEROSPACE/DEFENSE
Alcatel Alsthom    FR                    26,910       2,467,752         0.4
  TELECOM EQUIPMENT
Trafalgar House
 PLC:              UK                        --              --         0.3
  MACHINERY & ENGINEERING
  Conv.
   Preferred, 6%
   due 12/31/49    --                 1,236,000       2,233,857          --
  Common           --                   150,000         202,404          --
Lockheed
 Corporation       US                    31,500       2,268,000         0.3
  AEROSPACE/DEFENSE
                                                 --------------
                                                     31,635,013
                                                 --------------
<CAPTION>
Equity                                               Market       % of Net
Investments         Country         Shares           Value        Assets(a)
<S>               <C>          <C>               <C>             <C>
- ----------------------------------------------------------------------------

Pharmaceuticals (2.1%)
- -----------------------------------------------
Warner-Lambert
 Co.                      US             79,700      $6,077,125         0.9
Bayer AG                 GER             20,060       4,695,745         0.7
Bristol Myers
 Squibb Co.               US             52,700       3,076,363         0.5
                                                 --------------
                                                     13,849,233
                                                 --------------
Consumer Non-Durables (1.8%)
- -----------------------------------------------
Universal
 Corporation       US                   153,800       3,460,500         0.5
  TOBACCO
Booker PLC         UK                   344,500       2,293,286         0.3
  FOOD
Bass PLC           UK                   202,500       1,854,760         0.3
  BEVERAGES - ALCOHOLIC
Avon Products,
 Inc.              US                    21,500       1,359,875         0.2
  PERSONAL CARE/COSMETICS
Clorox Company     US                    22,700       1,225,800         0.2
  HOUSEHOLD PRODUCTS
Associated
 British Foods
 Group             UK                   106,300         963,202         0.1
  FOOD
Lion Nathan Ltd.
 - Capital Stock
 (c)               AUSL               1,000,000         724,422         0.1
  BEVERAGES - ALCOHOLIC
John Labatt Ltd.   CAN                   50,100         472,467         0.1
  BEVERAGES - ALCOHOLIC
                                                 --------------
                                                     12,354,312
                                                 --------------
Multi-Industry/Conglomerate (1.7%)
- -----------------------------------------------
Brascan, Ltd.
 Class A           CAN                  399,000       6,197,485         0.9
  CONGLOMERATE
Hutchison
 Whampoa Ltd.      HK                   565,000       2,610,392         0.4
  CONGLOMERATE
Fletcher
 Challenge Ltd.    NZ                   960,000       2,590,120         0.4
  MULTI-INDUSTRY
                                                 --------------
                                                     11,397,997
                                                 --------------
Auto Parts (1.0%)
- -----------------------------------------------
GKN PLC            UK                   685,800       6,831,079         1.0
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Total Equity Investments
 (cost $357,309,249)...........................     395,918,425        58.3
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                  Statement of Additional Information Page 52
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
<TABLE>
<CAPTION>
Fixed Income                                         Market       % of Net
Investments        Currency    Principal Amount      Value        Assets(a)
- ----------------------------------------------------------------------------
<S>               <C>          <C>               <C>             <C>
Government & Government Agency
 Obligations (24.0%)
- ----------------------------------------------------------------------------
Australia (1.1%)
- -----------------------------------------------
Australian
 Government, 9%
 due 9/15/04       AUD               11,500,000      $7,762,222         1.1
Denmark (0.9%)
- -----------------------------------------------
Denmark Bullet,
 7% due 12/15/04   DKK               42,000,000       6,227,512         0.9
France (0.6%)
- -----------------------------------------------
France O.A.T.,
 Coupon Strip,
 0% due 10/25/03   FRF               46,761,050       4,390,987         0.6
Germany (6.0%)
- -----------------------------------------------
Deutschland
 Republic:         DEM                       --              --         3.4
  9% due
   10/20/00        --                13,000,000       9,264,219          --
  6.75% due
   4/22/03         --                11,500,000       7,217,621          --
  6% due 6/20/16   --                11,150,000       5,887,256          --
Treuhandanstalt:   DEM                       --              --         2.6
  6.375% due
   7/1/99          --                14,500,000       9,361,871          --
  7.75% due
   10/1/02         --                12,500,000       8,349,963          --
Italy (2.8%)
- -----------------------------------------------
BTPS, 8.5% due
 1/1/99            ITL           32,600,000,000      19,124,344         2.8
Spain (1.6%)
- -----------------------------------------------
Spanish
 Government,
 10.25% due
 11/30/98          ESP            1,375,000,000      10,708,617         1.6
Sweden (1.3%)
- -----------------------------------------------
Swedish
 Government, 11%
 due 1/21/99       SEK               62,000,000       8,800,490         1.3
United Kingdom (3.7%)
- -----------------------------------------------
Treasury:          GBP                       --              --         2.1
  8% due 9/27/13   --                 4,500,000       6,980,649          --
  7% due 11/6/01   --                 3,500,000       5,195,044          --
  8% due 6/10/03   --                 1,200,000       1,865,186          --
<CAPTION>
Fixed Income                                         Market       % of Net
Investments        Currency    Principal Amount      Value        Assets(a)
<S>               <C>          <C>               <C>             <C>
- ----------------------------------------------------------------------------

Conversion:              GBP                 --              --         1.6
  9% due 7/12/11          --          3,500,000      $5,908,826          --
  9.5% due
   4/18/05                --          1,800,000       3,081,146          --
  9% due 3/3/00           --          1,000,000       1,655,013          --
United States (6.0%)
- -----------------------------------------------
U.S. Treasury
 Notes:            USD                       --              --         6.0
  7.25% due
   5/15/04         --                22,000,000      21,195,625          --
  8.5% due
   11/15/00        --                 8,700,000       9,088,781          --
  6.375% due
   7/15/99         --                 8,000,000       7,660,000          --
  8% due 5/15/01   --                 2,350,000       2,397,734          --
  7.875% due
   8/15/01         --                   600,000         607,686          --
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Total Government & Government Agency
 Obligations
 (cost $163,760,393)...........................     162,730,792        24.0
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Corporate Bonds (6.2%)
- -----------------------------------------------
Belgium (0%)
- -----------------------------------------------
Kreditbank
 Bankverein AG,
 5.75% due
 11/30/03          BEL                2,412,400          71,718          --
Canada (0.2%)
- -----------------------------------------------
St. Laurent
 Paperboard
 Inc., Conv.
 Bond, 8% due
 6/15/04           CAD                1,080,000       1,022,485         0.2
France (0%)
- -----------------------------------------------
Euro Disneyland
 S.C.A., Conv.
 Bond, 6.75% due
 10/1/01           FRF                2,100,000         262,289          --
Germany (2.1%)
- -----------------------------------------------
Deutsche Bank
 AG, 9% due
 12/31/02
 (Issued with
 Warrants)         DEM                5,625,000       5,530,333         0.8
Siemens Capital
 Corp., 8% due
 6/24/02           USD                3,310,000       4,418,850         0.7
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                  Statement of Additional Information Page 53
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
<TABLE>
<CAPTION>
Fixed Income                                         Market       % of Net
Investments        Currency    Principal Amount      Value        Assets(a)
- ----------------------------------------------------------------------------
<S>               <C>          <C>               <C>             <C>
Commerzbank AG:          DEM                 --              --         0.6
  7% due
   12/31/00 (e)           --          4,173,000      $3,775,215          --
  8% due 6/1/07
   (Issued with
   warrants)              --             32,000          21,361          --
IKB Deutsche
 Industriebank,
 6.45% due
 3/31/06                 DEM            450,200         254,553          --
Japan (1.2%)
- -----------------------------------------------
Japan
 Development
 Bank, 6.5% due
 9/20/01           JPY              700,000,000       7,971,138         1.2
Switzerland (0.1%)
- -----------------------------------------------
Electrowatt AG,
 3% due 4/29/04    CHF                1,069,000         694,765         0.1

United Kingdom (2.6%)
- -----------------------------------------------
Land Securities
 PLC, Conv.
 Bond:             GBP                       --              --         1.2
  9.375% due
   7/31/04         --                 3,485,000       6,184,535          --
  7% due 9/30/08   --                 1,075,000       1,811,008          --
Daily Mail &
 General Trust,
 Conv. Bond:       GBP                       --              --         0.9
  5.75% due
   9/26/03         --                 1,842,000       3,419,480          --
  8.75% due
   9/27/05         --                 1,082,000       2,964,262          --
Reckitt & Colman
 Capital, Conv.
 Bond, 9.5% due
 3/31/05           GBP                  926,000       2,146,884         0.3
S.G. Warburg
 Group PLC,
 Conv. Bond,
 6.5% due 8/4/08
 (Bearer)          GBP                  810,000       1,200,626         0.2
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Total Corporate Bonds
 (cost $39,927,153)............................      41,749,502         6.2
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
<CAPTION>
Fixed Income                                         Market       % of Net
Investments        Currency    Principal Amount      Value        Assets(a)
<S>               <C>          <C>               <C>             <C>
- ----------------------------------------------------------------------------

Supranational Bond (1.5%)
- -----------------------------------------------
International
 Bank of
 Reconstruction
 & Development,
 4.5% due
 3/20/03 (cost
 $9,824,230)       JPY            1,000,000,000     $10,181,743         1.5
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Other Security
- -----------------------------------------------
COMETS, 8% due
 10/15/96 (cost
 $2,049,375) (d)   USD                   70,000       2,012,500         0.3
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Total Fixed Investments
 (cost $215,561,151)...........................     216,674,537        32.0
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
<CAPTION>
                                                     Market       % of Net
Warrants (0.1%)     Country         Shares           Value        Assets(a)
<S>               <C>          <C>               <C>             <C>
- ----------------------------------------------------------------------------
Grupe Bruxelles
 Lambert S.A.
 expires
 12/20/98 (c)            BEL              2,226         347,115         0.1
  OIL
CS Holding
 expires
 12/16/94 (c)      SWTZ                  19,700         164,952          --
  BANKS-MONEY CENTER
Electrowatt AG
 expires 4/28/97
 (c)               SWTZ                   5,345          74,591          --
  ELECTRICAL & GAS UTILITIES
Commerzbank AG
 expires
 12/10/99 (c)      GER                      192           3,423          --
  BANKS-MONEY CENTER
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Total Warrants (cost $0).......................         590,081         0.1
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                  Statement of Additional Information Page 54
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
<TABLE>
<CAPTION>
Short-Term                                           Market       % of Net
Investments                                          Value        Assets(a)
- ----------------------------------------------------------------------------
<S>               <C>          <C>               <C>             <C>
Repurchase Agreements (8.3%)
- -----------------------------------------------
Dated October 31, 1994 with State Street Bank &
 Trust Company, due November 1, 1994, for an
 effective yield of 4.7% collateralized by:
  $19,225,000 Federal Home Loan Mortgage
   Corporation Note, 7.5% due 8/1/22. (Market
   value $18,124,369, including accrued
   interest.) (cost $18,002,350)...............
                                                    $18,002,350         2.7
  $18,165,000 Federal Home Loan Mortgage
   Corporation Note, 6.5% due 5/1/23. (Market
   value $16,101,759, including accrued
   interest.) (cost $16,002,089)...............
                                                     16,002,089         2.4
<CAPTION>
Short-Term                                           Market       % of Net
Investments                                          Value        Assets(a)
<S>               <C>          <C>               <C>             <C>
- ----------------------------------------------------------------------------

  $15,600,000 Federal Home Loan Mortgage
   Corporation Note, 5.5% due 12/15/14. (Market
   value $15,359,500, including accrued
   interest.) (cost $15,285,996)...............
                                                    $15,285,996         2.3
  $6,125,000 Federal National Mortgage
   Association Note, 5.4% due 10/25/02. (Market
   value $6,030,063, including accrued
   interest.) (cost $6,000,783)................
                                                      6,000,783         0.9
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Total Short-Term Investments ($55,291,218).....
                                                     55,291,218         8.3
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
Total Investments
 (cost $628,161,618)*..........................     668,474,261        98.7
Other Assets Less Liabilities..................       8,614,787         1.3
- ----------------------------------------------------------------------------
Net Assets.....................................    $677,089,048       100.0
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

<FN>
- --------------------------------------------------------------------------------
(a)  Percentages indicated are based on net assets of $677,089,048.
(b)  U.S. currency denominated.
(c)  Non-income producing security.
(d)  At October 31, 1994, the Fund owned the following restricted securities
     constituting 0.6% of net assets which may not be publicly sold without
     registration under the Securities Act of 1933. (Note 1)
     Additional information on restricted securities is as follows:

                                                                      Acquisition      Market
Description                               Acquisition Dates   Shares     Cost          Value
- ----------------------------------------  ------------------  ------  -----------   ------------
Chilectra S.A. Sponsored ADR............  3/19/92 to 5/29/92  43,000  $ 1,380,414    $2,246,750
COMETS, 8% due 10/15/96.................  8/2/94 to 8/5/94    70,000    2,049,375     2,012,500
                                                                      -----------   ------------
  Total.................................                              $ 3,429,789    $4,259,250
                                                                      -----------   ------------
                                                                      -----------   ------------
(e)    The coupon rate shown on floating rate note represents the rate at period
       end.
(f)    The partly-paid shares were obtained through a 1-for-7 rights issue on
       Westfield Trust Units ex-date 2/22/94. The issue price per new unit is
       AUD2.50 whereby AUD1.00 was due on 3/31/94 and the remaining AUD1.50 is
       due on 6/30/95.
Abbreviation:
ADR -- American Depository Receipt
COMETS -- Collateralized Market Equity Trust Securities (these are Units of
Equity Enhanced U.S. Treasuries Trust issued by Merrill Lynch & Co. The issue
price of each COMET was based upon the closing price per common share of
Newbridge Network Corporation on the date the COMETS were issued for initial
sale. The COMETS are not subject to redemption prior to maturity date.)
*      For Federal income tax purposes, cost is $630,499,942 and appreciation
       (depreciation) of securities is as follows:

           Unrealized appreciation:     $ 50,287,599
           Unrealized depreciation:      (12,313,280)
                                        ------------
           Net unrealized
           appreciation:                $ 37,974,319
                                        ------------
                                        ------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                  Statement of Additional Information Page 55
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

The Fund's Portfolio of Investments at October 31, 1994, was concentrated in the
following countries:

<TABLE>
<CAPTION>
                                                   Percentage of Net Assets (a)
                           ----------------------------------------------------------------------------
                                           Fixed
Country                      Equity       Income      Warrants     Short-Term       Other       Total
- -------------------------  -----------  -----------  -----------  -------------  -----------  ---------
<S>                        <C>          <C>          <C>          <C>            <C>          <C>
Australia................          5.5         1.1                                                  6.6
Belgium..................          3.8                      0.1                                     3.9
Canada...................          1.9         0.2                                                  2.1
Chile....................          0.7                                                              0.7
Denmark..................          0.7         0.9                                                  1.6
France...................          2.3         0.6                                                  2.9
Germany..................          4.9         8.1                                                 13.0
Hong Kong................          2.9                                                              2.9
Italy....................                      2.8                                                  2.8
Japan....................                      2.7                                                  2.7
Netherlands..............          5.1                                                              5.1
New Zealand..............          2.0                                                              2.0
Norway...................          0.3                                                              0.3
Spain....................          1.0         1.6                                                  2.6
Sweden...................                      1.3                                                  1.3
Switzerland..............          5.8         0.1                                                  5.9
UK.......................         10.3         6.3                                                 16.6
U.S......................         11.1         6.3                        8.3            1.3       27.0
                                 ---         ---          ---           ---            ---    ---------
Total....................         58.3        32.0          0.1           8.3            1.3      100.0
                                 ---         ---          ---           ---            ---    ---------
                                 ---         ---          ---           ---            ---    ---------
<FN>
- ----------------
(a)  Percentages indicated are based on net assets of $677,089,048.
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                  Statement of Additional Information Page 56
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                              STATEMENT OF ASSETS
                                AND LIABILITIES

                                October 31, 1994

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

<TABLE>
<S>                                                                                           <C>        <C>
Assets:
  Investments in securities, at value (cost $628,161,618) (Note 1).....................................  $ 668,474,261
  U.S. currency.............................................................................
                                                                                              $     361
  Foreign currency (cost $564,364)..........................................................
                                                                                                564,390        564,751
                                                                                              ---------
  Interest and interest withholding tax reclaims receivable............................................      5,671,024
  Dividends and dividend withholding tax reclaims receivable...........................................      2,077,055
  Receivable for Fund shares sold......................................................................      1,787,846
  Receivable for securities sold.......................................................................      1,675,073
  Prepaid assets.......................................................................................         23,339
  Cash held as collateral for securities loaned (Note 1)...............................................     44,682,426
                                                                                                         -------------
  Total assets.........................................................................................    724,955,775
                                                                                                         -------------
Liabilities:
  Payable for securities purchased.....................................................................      1,002,555
  Payable for Fund shares repurchased..................................................................        951,451
  Payable for investment management and administration fees (Note 2)...................................        539,268
  Payable for service and distribution expenses (Note 2)...............................................        385,254
  Payable for transfer agent fees (Note 2).............................................................         84,845
  Payable for registration fees........................................................................         76,457
  Payable for printing and postage expenses............................................................         64,912
  Payable for professional fees........................................................................         38,013
  Payable for custodian fees (Note 1)..................................................................         20,753
  Payable for Directors' fees (Note 2).................................................................          2,812
  Accrued expenses.....................................................................................         17,981
  Collateral for securities loaned (Note 1)............................................................     44,682,426
                                                                                                         -------------
  Total liabilities....................................................................................     47,866,727
                                                                                                         -------------
Net assets.............................................................................................  $ 677,089,048
                                                                                                         -------------
                                                                                                         -------------
Class A:
Net asset value and redemption price per share
 ($317,847,180  DIVIDED BY 51,160,653 shares outstanding)..............................................  $        6.21
                                                                                                         -------------
                                                                                                         -------------
Maximum offering price per share
 (100/95.25 of $6.21)*.................................................................................  $        6.52
                                                                                                         -------------
                                                                                                         -------------
Class B:+
Net asset value and offering price per share
 ($359,241,868  DIVIDED BY 57,814,086 shares outstanding)..............................................  $        6.21
                                                                                                         -------------
                                                                                                         -------------
Net assets consist of:
  Paid in capital (Note 4).............................................................................  $ 633,795,893
  Accumulated net realized gain on investments, foreign currency conversions, and forward foreign
   currency contracts..................................................................................      2,699,248
  Net unrealized appreciation of investments, dividends and dividend withholding tax reclaims
   receivable, interest and interest withholding tax reclaims receivable, securities purchased and sold
   and foreign currency conversions....................................................................     40,593,907
                                                                                                         -------------
  Total -- representing net assets applicable to capital shares outstanding............................  $ 677,089,048
                                                                                                         -------------
                                                                                                         -------------
<FN>
- ----------------
*    On sales of $50,000 or more, the offering price is reduced.
+    Redemption price per share is equal to the net asset value per share less
     any applicable contingent deferred sales charge.
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                  Statement of Additional Information Page 57
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                            STATEMENT OF OPERATIONS

                      For the year ended October 31, 1994

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

<TABLE>
<S>                                                                                        <C>           <C>
Investment income: (Note 1)
  Interest income (net of foreign tax withheld of $153,755)............................................  $ 16,448,503
  Dividend income (net of foreign tax withheld of $1,334,532)..........................................    12,762,283
                                                                                                         ------------
  Total investment income..............................................................................    29,210,786
                                                                                                         ------------
Expenses:
  Investment management and administration fees (Note 2)...............................................     5,676,421
  Service and distribution expenses (Note 2):
    Class A..............................................................................  $  1,041,993
    Class B..............................................................................     2,866,478     3,908,471
                                                                                           ------------
  Transfer agent fees (Note 2).........................................................................     1,296,125
  Custodian fees (Note 1)..............................................................................       368,928
  Registration fees....................................................................................       150,205
  Printing and postage expenses........................................................................       121,250
  Professional fees....................................................................................        83,078
  Amortization of organizational expenses (Note 1).....................................................        21,411
  Directors' fees (Note 2).............................................................................        11,462
  Miscellaneous expenses...............................................................................         9,074
                                                                                                         ------------
  Total expenses.......................................................................................    11,646,425
                                                                                                         ------------
Net investment income..................................................................................    17,564,361
                                                                                                         ------------
Net realized and unrealized gain (loss) on investments and foreign currencies (Note 1):
  Net realized gain on investments.......................................................     8,663,664
  Net realized gain on foreign currency conversions and forward foreign currency
   contracts.............................................................................        24,276
                                                                                           ------------
  Net realized gain....................................................................................     8,687,940
  Change in unrealized appreciation of dividends and dividend withholding tax reclaims
   receivable, interest and interest withholding tax reclaims receivable, securities
   purchased and sold, foreign currency conversions, and forward foreign currency
   contracts.............................................................................    (1,672,868)
  Change in unrealized appreciation of investments.......................................    (9,822,058)
                                                                                           ------------
  Net unrealized depreciation..........................................................................   (11,494,926)
                                                                                                         ------------
Net realized and unrealized loss on investments and foreign currencies.................................    (2,806,986)
                                                                                                         ------------
Net increase in net assets resulting from operations...................................................  $ 14,757,375
                                                                                                         ------------
                                                                                                         ------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                  Statement of Additional Information Page 58
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                      STATEMENTS OF CHANGES IN NET ASSETS

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

<TABLE>
<CAPTION>
                                                                                                   YEAR ENDED         YEAR ENDED
                                                                                                OCTOBER 31, 1994   OCTOBER 31, 1993
                                                                                                -----------------  ----------------
<S>                                                                                             <C>                <C>
Increase in net assets
Operations:
  Net investment income.......................................................................
                                                                                                 $    17,564,361    $    7,031,248
  Net realized gain (loss) on investments, foreign currency conversions, and forward foreign
   currency contracts.........................................................................
                                                                                                       8,687,940        (1,931,026)
  Change in unrealized appreciation (depreciation) of investments, dividends and dividend
   withholding tax reclaims receivable and interest and interest withholding tax reclaims
   receivable, securities purchased and sold, foreign currency conversions and forward foreign
   currency contracts.........................................................................
                                                                                                     (11,494,926)       49,026,615
                                                                                                -----------------  ----------------
  Net increase in net asssets resulting from operations.......................................
                                                                                                      14,757,375        54,126,837
Class A:
Distributions to shareholders from: (Note 1)
  Net investment income.......................................................................
                                                                                                      (9,757,675)       (7,660,557)
  Net realized gain on investments............................................................
                                                                                                      (3,136,804)                0
  Sources other than net income...............................................................
                                                                                                               0        (1,444,529)
Class B:
Distributions to shareholders from: (Note 1)
  Net investment income.......................................................................
                                                                                                      (7,806,686)       (1,196,093)
  Net realized gain on investments............................................................
                                                                                                      (2,807,047)                0
  Sources other than net income...............................................................
                                                                                                               0          (352,269)
Capital share transactions: (Note 4)
  Increase from capital shares sold and reinvested............................................
                                                                                                     385,623,629       256,574,850
  Decrease from capital shares repurchased....................................................
                                                                                                    (101,979,754)      (44,647,392)
                                                                                                -----------------  ----------------
  Net increase from capital share transactions................................................
                                                                                                     283,643,875       211,927,458
                                                                                                -----------------  ----------------
Total increase in net assets..................................................................
                                                                                                     274,893,038       255,400,847
Net assets:
  Beginning of year...........................................................................
                                                                                                     402,196,010       146,795,163
                                                                                                -----------------  ----------------
  End of year.................................................................................
                                                                                                 $   677,089,048*   $  402,196,010*
                                                                                                -----------------
                                                                                                -----------------  ----------------
                                                                                                                   ----------------
<FN>
- ----------------
* Including undistributed net investment income of $0.
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                  Statement of Additional Information Page 59
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                              FINANCIAL HIGHLIGHTS

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

Contained  below is per share operating performance data for a share outstanding
throughout each period, total investment  return, ratios and supplemental  data.
This  information has  been derived from  information provided  in the financial
statements.
<TABLE>
<CAPTION>
                                                                  CLASS A+
                                          --------------------------------------------------------
<S>                                       <C>       <C>       <C>      <C>      <C>
                                                                                SEPTEMBER 25, 1990
                                                 YEAR ENDED OCTOBER 31,          (COMMENCEMENT OF
                                          ------------------------------------    OPERATIONS) TO
                                            1994    1993(D)    1992     1991     OCTOBER 31, 1990
                                          --------  --------  -------  -------  ------------------
Per Share Operating Performance:
Net asset value, beginning of
 period.................................  $   6.29  $   5.28  $  5.25  $  4.77        $ 4.76
                                          --------  --------  -------  -------       -------
Income from investment operations:
  Net investment income.................      0.22      0.24*    0.21*    0.27*         0.01*
  Net realized and unrealized gain
   (loss) on investments................     (0.03)     1.05     0.10     0.47          0.00
                                          --------  --------  -------  -------       -------
  Net increase (decrease) from
   investment operations................      0.19      1.29     0.31     0.74          0.01
                                          --------  --------  -------  -------       -------
Distributions:
  Net investment income.................     (0.21)    (0.24)   (0.14)   (0.26)        (0.00)
  Net realized gain on investments......     (0.06)    (0.00)   (0.14)   (0.00)        (0.00)
  Sources other than net income.........     (0.00)    (0.04)   (0.00)   (0.00)        (0.00)
                                          --------  --------  -------  -------       -------
    Total distributions.................     (0.27)    (0.28)   (0.28)   (0.26)        (0.00)
                                          --------  --------  -------  -------       -------
Net asset value, end of period..........  $   6.21  $   6.29  $  5.28  $  5.25        $ 4.77
                                          --------  --------  -------  -------       -------
                                          --------  --------  -------  -------       -------
Total investment return (e).............      3.14%     25.1%     5.9%    19.1%          0.2%(a)

Ratios and supplemental data:
Net assets, end of period (in 000's)....  $317,847  $251,428  $27,754  $71,376        $9,486
Ratio of net investment income to
 average net assets.....................      3.30%      3.3%*     4.1%*     5.0%*          2.9%*(b)
Ratio of expenses to average net
 assets.................................      1.67%      1.8%*     1.9%*     1.9%*          0.6%*(b)
Portfolio turnover rate+++..............       117%       24%      53%      46%         none

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

                                          YEAR ENDED OCTOBER
                                                 31,           OCTOBER 22, 1992
                                          ------------------          TO
                                            1994    1993(D)   OCTOBER 31, 1992(D)
                                          --------  --------  -------------------
Per Share Operating Performance:
Net asset value, beginning of
 period.................................  $   6.29  $   5.28        $ 5.29
                                          --------  --------        ------
Income from investment operations:
  Net investment income.................      0.18      0.20          0.01
  Net realized and unrealized gain
   (loss) on investments................     (0.03)     1.05         (0.02)
                                          --------  --------        ------
  Net increase (decrease) from
   investment operations................      0.15      1.25         (0.01)
                                          --------  --------        ------
Distributions:
  Net investment income.................     (0.17)    (0.20)        (0.00)
  Net realized gain on investments......     (0.06)    (0.00)        (0.00)
  Sources other than net income.........     (0.00)    (0.04)        (0.00)
                                          --------  --------        ------
    Total distributions.................     (0.23)    (0.24)        (0.00)
                                          --------  --------        ------
Net asset value, end of period..........  $   6.21  $   6.29        $ 5.28
                                          --------  --------        ------
                                          --------  --------        ------
Total investment return (e).............      2.48%     24.3%         (0.2)%(a)
Ratios and supplemental data:
Net assets, end of period (in 000's)....  $359,242  $150,768        $  280
Ratio of net investment income to
 average net assets.....................      2.65%      2.6%          N/A(c)
Ratio of expenses to average net
 assets.................................      2.32%      2.5%          N/A(c)
Portfolio turnover rate+++..............       117%       24%           53%
<FN>
- ------------------
+    All capital shares issued and outstanding as of October 21, 1992 were
     reclassified as Class A shares.
++   Commencing October 22, 1992, 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.
*    Includes reimbursement by G.T. Capital Management, Inc. of Fund operating
     expenses of $0.005, $0.02, $0.03 and $0.01 for the year ended October 31,
     1993, 1992, 1991 and for the period from September 25, 1990 to October 31,
     1990, respectively. Without such reimbursements, the expense ratios would
     have been 1.93%, 2.20%, 2.46% and 2.40% and the net investment income to
     average net assets would have been 3.2%, 3.70%, 4.40% and 1.04% for the
     year ended October 31, 1993, 1992, 1991 and for the period from September
     25, 1990 to October 31, 1990, respectively.
(a)  Not annualized.
(b)  Annualized.
(c)  Ratios not meaningful due to short period of operation of Class B shares.
(d)  These selected per share data were calculated based upon weighted average
     shares outstanding during the year.
(e)  Total investment return does not include sales charges.
</TABLE>

                  Statement of Additional Information Page 60
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                                    NOTES TO
                              FINANCIAL STATEMENTS

                                October 31, 1994

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

1. SIGNIFICANT ACCOUNTING POLICIES
G.T. Global Growth & Income Fund ("Fund") is a separate series of G.T.
Investment Funds, Inc. ("Company"). The Company is organized as a Maryland
corporation and is registered under the Investment Company Act of 1940, as
amended ("1940 Act"), as a non-diversified, open-end management investment
company. The Company has eleven series of shares in operation, each series
corresponding to a distinct portfolio of investments. The following is a summary
of significant accounting policies consistently followed by the Fund in the
preparation of the financial statements. The policies are in conformity with
generally accepted accounting principles.

(A)  PORTFOLIO VALUATION
The Fund calculates the net asset value of and completes orders to purchase,
exchange or repurchase Fund shares on each business day, with the exception of
those days on which the New York Stock Exchange is closed.

Equity securities are valued at the last sale price on the exchange on which
such securities are traded, or, in the principal over-the-counter market in
which such securities are traded as of the close of business on the day the
securities are being valued or, lacking any sales, at the last available bid
price. In cases where securities are traded on more than one exchange, the
securities are valued on the exchange determined by G.T. Capital Management,
Inc. ("G.T. Capital") to be the primary market.

Fixed income investments are valued at the mean of representative quoted bid and
ask prices for such investments or, if such prices are not available, at prices
for investments of comparative maturity, quality and type; however, when G.T.
Capital deems it appropriate, prices obtained for the day of valuation from a
bond pricing service will be used. Short-term investments with a maturity of 60
days or less are valued at amortized cost adjusted for foreign exchange
translation and market fluctuations, if any.

Options written or purchased by the Fund are valued at their last bid price in
the case of listed options, or at the average of the last bid prices obtained
from brokers in the case of over-the-counter options.

Investments for which market quotations are not readily available (including
restricted securities which are subject to limitations on their sale) are valued
at fair value as determined in good faith by or under the direction of the
Company's Board of Directors.

Portfolio securities which are primarily traded on foreign exchanges are
generally valued at the preceding closing values of such securities on their
respective exchanges, and those values are then translated into U.S. dollars at
the current exchange rate, except that when an occurrence subsequent to the time
a value was so established is likely to have materially changed such value, then
the fair value of those securities will be determined by consideration of other
factors by or under the direction of the Company's Board of Directors.

(B)  FOREIGN CURRENCY TRANSLATION
The accounting records of the Fund are maintained in U.S. dollars. The market
values of foreign securities, currency holdings, other assets and liabilities
are recorded in the books and records of the Fund after translation to U.S.
dollars based on the exchange rates on that day. The cost of each security is
determined using historical exchange rates. Income and withholding taxes are
translated at prevailing exchange rates when accured or incurred.

The Fund does not isolate that portion of the results of operations resulting
from changes in foreign exchange rates on investments from the fluctuations
arising from changes in market prices of securities held. Such fluctuations are
included with the net realized and unrealized gain or loss from investments.

Reported net realized foreign exchange gains or losses arise from sales and
maturities of short-term securities, forward foreign currency contracts, sales
of foreign currency conversions, currency gains or losses realized between the
trade and settlement dates on securities transactions, the difference between
the amounts of dividends, interest, and foreign withholding taxes recorded on
the Fund's books, and the U.S. dollar equivalent of the amounts actually
received or paid. Net unrealized foreign exchange gains and losses arise from
changes in the value of assets and liabilities other than investments in
securities at fiscal year end, resulting from changes in the exchange rate.

                  Statement of Additional Information Page 61
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

(C)  REPURCHASE AGREEMENTS
With respect to repurchase agreements entered into by the Fund, it is the Fund's
policy to always receive, as collateral, United States government securities or
other high quality debt securities of which the value, including accrued
interest, is at least equal to the amount to be paid to the Fund under each
agreement at its maturity.

(D)  FORWARD FOREIGN CURRENCY CONTRACTS
A forward foreign currency contract ("Forward") is an agreement between two
parties to buy and sell a currency at a set price on a future date. The market
value of the Forward fluctuates with changes in currency exchange rates. The
Forward is marked-to-market daily and the change in market value is recorded by
the Fund as an unrealized gain or loss. When the Forward is closed, the Fund
records a realized gain or loss equal to the difference between the value at the
time it was opened and the value at the time it was closed. The Fund could be
exposed to risk if a counterparty is unable to meet the terms of the contract or
if the value of the currency changes unfavorably. The Fund may enter into
Forwards in connection with planned purchases or sales of securities, or to
hedge the value of portfolio securities denominated in a foreign currency.

(E) SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
Security transactions are accounted for on the trade date (date the order to buy
or sell is executed). The cost of securities sold is determined on an identified
cost basis. Dividends are recorded on the ex-dividend date. Interest income is
recorded on the accrual basis. Where a high level of uncertainty exists as to
collection, income is recorded net of all withholding tax with any rebate
recorded when received. The Fund may trade securities on other than normal
settlement terms. This may increase the risk if the other party to the
transaction fails to deliver and causes the Fund to subsequently invest at less
advantageous prices.

(F)  PORTFOLIO SECURITIES LOANED
At October 31, 1994, stocks with an aggregate value of approximately $42,997,297
were on loan to brokers. The loans were secured by cash collateral of
$44,682,426. For international securities, cash collateral is received by the
Fund against loaned securities in an amount at least equal to 105% of the market
value of the loaned securities at the inception of each loan. This collateral
must be maintained at not less than 103% of the market value of the loaned
securities during the period of the loan. For domestic securities, cash
collateral is received by the Fund against loaned securities in an amount at
least equal to 102% of the market value of the loaned securities at the
inception of each loan. This collateral must be maintained at not less than 100%
of the market value of the loaned securities during the period of the loan. For
the year ended October 31, 1994, the Fund received $202,785 of income from
securities lending which was used to offset the Fund's custody expenses.

(G)  TAXES
It is the policy of the Fund to meet the requirements for qualification as a
"regulated investment company" under the Internal Revenue Code of 1986, as
amended ("Code"). It is also the intention of the Fund to make distributions
sufficient to avoid imposition of any excise tax under Section 4982 of the Code.
Therefore, no provision has been made for Federal taxes on income, and capital
gains, or unrealized appreciation of securities held, and excise tax on income
and capital gains.

(H)  DISTRIBUTIONS TO SHAREHOLDERS
Distributions to shareholders are recorded by the Fund on the ex-date. Income
and capital gain distributions are determined in accordance with Federal income
tax regulations which may differ from generally accepted accounting principles.
These differences are primarily due to differing treatments of income and gains
on various investment securities held by the Fund and timing differences.

(I)  DEFERRED ORGANIZATIONAL EXPENSES
Expenses incurred by the Fund in connection with its organization, its
registration with the Securities and Exchange Commission and with various states
and the initial public offering of its shares aggregated $72,082. These expenses
are being amortized on a straightline basis over a five-year period.

(J)  ADOPTION OF AICPA STATEMENT OF POSITION 93-2
As of November 1, 1993, the Fund adopted Statement of Position 93-2
"Determination, Disclosure, and Financial Statement Presentation of Income,
Capital Gain, and Return of Capital Distributions by Investment Companies."
Accordingly, permanent book and tax basis differences relating to shareholder
distributions have been reclassified to paid-in capital. As of November 1, 1993,
the cumulative effect of such differences totaling $4,296,311 was reclassified
from accumulated net realized gains on investments to paid-in capital. Net
investment income, net realized gain on investments and net assets were not
affected by this change. The Statement of Changes in Net Assets and the
Financial Highlights, for the prior periods, have not been restated to reflect
the change in presentation.

(K)  FOREIGN SECURITIES
There are certain additional considerations and risks associated with investing
in foreign securities and

                  Statement of Additional Information Page 62
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND
currency transactions that are not inherent with investments of domestic origin.
The Fund's investment in emerging market countries may involve greater risks
than investments in more developed markets and the price of such investments may
be volatile. These risks of investing in foreign and emerging markets may
include foreign currency exchange rate fluctuations, perceived credit risk,
adverse political and economic developments and possible adverse foreign
government intervention.

(L)  INDEXED SECURITIES
The Fund may invest in indexed securities whose value is linked either directly
or indirectly to changes in foreign currencies, interest rates, equities,
indices, or other reference instruments. Indexed securities may be more volatile
than the reference instrument itself, but any loss is limited to the amount of
the original investment.

(M)  RESTRICTED SECURITIES
The Fund is permitted to invest in privately placed restricted securities. These
securities may be resold in transactions exempt from registration or to the
public if the securities are registered. Disposal of these securities may
involve time-consuming negotiations and expense, and prompt sale at an
acceptable price may be difficult. At the end of the period, restricted
securities (excluding 144A issues) are shown at the end of the Fund's Portfolio
of Investments.

2. RELATED PARTIES
G.T. Capital is the Fund's investment manager and administrator. The Fund pays
investment management and administration fees to G.T. Capital at the annualized
rate of 0.975% on the first $500 million of average daily net assets of the
Fund; 0.95% on the next $500 million; 0.925% on the next $500 million and 0.90%
on amounts thereafter. These fees are computed daily and paid monthly, and are
subject to reduction in any year to the extent that the Fund's expenses
(exclusive of brokerage commissions, taxes, interest, distribution-related
expenses and extraordinary expenses) exceed the most stringent limits prescribed
by the laws or regulations of any state in which the Fund's shares are offered
for sale, based on the average total net asset value of the Fund.

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

Class A shares are subject to initial sales charges imposed at the time of
purchase, in accordance with the schedule included in the Fund's current
prospectus. G.T. Global collects the sales charges imposed on sales of Class A
shares, and reallows a portion of such charges to dealers through which the
sales are made. For the year ended October 31, 1994, G.T. Global retained
$442,313 of such sales charges. G.T. Global also makes ongoing shareholder
servicing and trail commission payments to dealers whose clients hold Class A
shares.

Class B shares are not subject to initial sales charges. When Class B shares are
sold, G.T. Global from its own resources pays commissions to dealers through
which the sales are made. Certain redemptions of Class B shares made within six
years of purchase are subject to contingent deferred sales charges ("CDSCs"), in
accordance with the Fund's current prospectus. For the year ended October 31,
1994, G.T. Global collected CDSC's in the amount of $321,440. In addition, G.T.
Global makes ongoing shareholder servicing and trail commission payments to
dealers whose clients hold Class B shares.

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

Pursuant to the Fund's Class B Plan, the Fund may pay G.T. Global a service fee
at the annualized rate of up to 0.25% of the average daily net assets of the
Fund's Class B shares for G.T. Global's expenditures incurred in servicing and
maintaining shareholder accounts, and may pay G.T. Global a distribution fee at
the annualized rate of up to 0.75% of the average daily net assets of the Fund's
Class B Shares for G.T. Global's expenditures incurred in providing services as
distributor. Expenses incurred under the Class B Plan in excess of 1.00%
annually may be carried forward for reimbursement in subsequent years as long as
that Plan continues in effect.

                  Statement of Additional Information Page 63
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

G.T. Capital and G.T. Global voluntarily have undertaken to limit the Fund's
expenses (exclusive of brokerage commissions, taxes, interest, and extraordinary
expenses) to the maximum annual rate of 1.85% and 2.50% of the average daily net
assets of the Fund's Class A and Class B shares, respectively. If necessary,
this limitation will be effected by waivers by G.T. Capital of investment
management and administration fees, waivers by G.T. Global of payments under the
Class A Plan and/or Class B Plan and/or reimbursements by G.T. Capital or G.T.
Global of portions of the Fund's other operating expenses.

G.T. Global Investor Services, Inc. ("G.T. Services"), an affiliate of G.T.
Capital and G.T. Global, is the transfer agent of the Fund.

The Company pays each of its Directors who is not an employee, officer or
director of G.T. Capital, G.T. Global or G.T. Services $5,000 per year plus $300
for each meeting of the board or any committee thereof attended by the Director.

3.  PURCHASES AND SALES OF SECURITIES
For the year ended October 31, 1994, purchases and sales of investment
securities by the Fund, other than U.S. government obligations and short-term
investments, aggregated $628,582,751 and $401,593,709, respectively. Purchases
and sales of U.S. government obligations were $218,026,646 and $205,776,248,
respectively, for the year ended October 31, 1994.

4. CAPITAL SHARES
At October 31, 1994, there were 6,000,000,000 shares of the Company's common
stock authorized, at $0.0001 par value. Of this amount, 200,000,000 were
classified as shares of the Fund; 400,000,000 were classified as shares of G.T.
Global Government Income Fund; 200,000,000 were classified as shares of G.T.
Global Health Care Fund; 200,000,000 were classified as shares of G.T. Global
Strategic Income Fund; 200,000,000 were classified as shares of G.T. Global
Currency Fund (inactive); 200,000,000 were classified as shares of G.T. Latin
America Growth Fund; 200,000,000 were classified as shares of G.T. Global Small
Companies Fund (inactive); 400,000,000 were classified as shares of G.T. Global
Telecommunications Fund; 200,000,000 were classified as shares of G.T. Global
Emerging Markets Fund; 200,000,000 were classified as shares of G.T. Global
Financial Services Fund; 200,000,000 were classified as shares of G.T. Global
Natural Resources Fund; 200,000,000 were classified as shares of G.T. Global
Infrastructure Fund; 200,000,000 were classified as shares of G.T. Global High
Income Fund; 200,000,000 were classified as shares of G.T. Global Consumer
Products and Services Fund (inactive); and 2,800,000,000 shares remain
unclassified. The shares of each of the foregoing series of the Company were
divided equally into two classes, designated Class A and Class B common stock.
Transactions in capital shares of the Fund were as follows:

                           CAPITAL SHARE TRANSACTIONS

<TABLE>
<CAPTION>
                                                                                      YEAR ENDED                 YEAR ENDED
                                                                                   OCTOBER 31, 1994           OCTOBER 31, 1993
                                                                               -------------------------  -------------------------
CLASS A                                                                          SHARES       AMOUNT        SHARES       AMOUNT
                                                                               ----------  -------------  ----------  -------------
<S>                                                                            <C>         <C>            <C>         <C>
Shares sold..................................................................  18,375,623  $ 115,141,878  17,871,139  $ 102,406,169
Shares issued in connection with reinvestment of distributions...............   1,777,962     10,875,825   1,274,901      7,192,425
                                                                               ----------  -------------  ----------  -------------
                                                                               20,153,585    126,017,703  19,146,040    109,598,594
Shares repurchased...........................................................  (8,951,499)   (55,403,713) (6,941,766)   (39,368,265)
                                                                               ----------  -------------  ----------  -------------
Net increase.................................................................  11,202,086  $  70,613,990  12,204,274  $  70,230,329
                                                                               ----------  -------------  ----------  -------------
                                                                               ----------  -------------  ----------  -------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                      YEAR ENDED                 YEAR ENDED
                                                                                   OCTOBER 31, 1994           OCTOBER 31, 1993
                                                                               -------------------------  -------------------------
CLASS B                                                                          SHARES       AMOUNT        SHARES       AMOUNT
                                                                               ----------  -------------  ----------  -------------
<S>                                                                            <C>         <C>            <C>         <C>
Shares sold..................................................................  39,929,440  $ 250,659,375  24,574,230  $ 145,767,067
Shares issued in connection with reinvestment of distributions...............   1,464,527      8,946,551     203,658      1,209,189
                                                                               ----------  -------------  ----------  -------------
                                                                               41,393,967    259,605,926  24,777,888    146,976,256
Shares repurchased...........................................................  (7,536,482)   (46,576,041)   (874,323)    (5,279,127)
                                                                               ----------  -------------  ----------  -------------
Net Increase.................................................................  33,857,485  $ 213,029,885  23,903,565  $ 141,697,129
                                                                               ----------  -------------  ----------  -------------
                                                                               ----------  -------------  ----------  -------------
</TABLE>

- --------------
FEDERAL TAX INFORMATION:
For  Federal  income tax  purposes, the  Fund  had distributions  from long-term
capital gains of $3,513,361.

                  Statement of Additional Information Page 64
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                                     NOTES

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

                  Statement of Additional Information Page 65
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                                     NOTES

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

                  Statement of Additional Information Page 66
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                                     NOTES

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

                  Statement of Additional Information Page 67
<PAGE>
                        G.T. GLOBAL GROWTH & INCOME FUND

                                     [LOGO]
                           G.T. GLOBAL GROUP OF FUNDS

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

GROWTH FUNDS

/ / GLOBALLY DIVERSIFIED FUNDS

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

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

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

/ / GLOBAL THEME FUNDS

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

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

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

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

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

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

/ / REGIONALLY DIVERSIFIED FUNDS

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

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

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

/ / SINGLE COUNTRY FUNDS

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

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

GROWTH AND INCOME FUNDS

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

FIXED INCOME FUNDS

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

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

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

MONEY MARKET FUND

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

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

                                                                        GROSX603


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