JUNDT GROWTH FUND INC, 497, 1999-01-26

JUNDT GROWTH FUND INC
497, 1999-01-26

Previous: MERRILL LYNCH ADJUSTABLE RATE SECURITIES FUND INC, N-30D, 1999-01-26

Next: AMERICAN NORTEL COMMUNICATIONS INC, 10QSB, 1999-01-26

<PAGE>
JUNDT GROWTH FUND
JUNDT U.S. EMERGING GROWTH FUND
JUNDT OPPORTUNITY FUND
JUNDT TWENTY-FIVE FUND

1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
1-800-370-0612

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

The Jundt Growth Fund, Inc. ("Growth Fund"), Jundt U.S. Emerging Growth Fund
("Emerging Fund"), Jundt Opportunity Fund ("Opportunity Fund") and Jundt
Twenty-Five Fund ("Twenty-Five Fund") (collectively, the "Funds") are
professionally managed mutual funds. Investors in each Fund become Fund
shareholders. Each Fund offers its shares in four classes (Classes A, B, C and
I), each subject to different selling and other expenses. This Prospectus
relates to each Fund's Class A, B and C shares (the only shares offered to the
general public) and to Growth Fund's Class I shares (which are available only to
certain investors).

Each Fund's investment objective is long-term capital appreciation. However,
each Fund employs its own investment strategy and therefore involves different
risks.

- GROWTH FUND is a diversified fund that maintains a core portfolio of 30 to
50 stocks of primarily medium-size to larger American growth companies.

- EMERGING FUND is a diversified fund that maintains a core portfolio of 30
to 50 stocks of primarily American emerging growth companies.

- OPPORTUNITY FUND is a non-diversified fund that employs an aggressive yet
flexible investment program emphasizing a core portfolio of 30 to 50
stocks of American growth companies without regard to their size. The Fund
may also employ leverage, sell securities short and buy and sell futures
and options contracts to generate additional investment returns.

- TWENTY-FIVE FUND is a non-diversified fund that maintains a more
concentrated portfolio of 20 to 30 stocks of American growth companies
without regard to their size. The Fund may also employ leverage, sell
securities short and buy and sell futures and options contracts to
generate additional investment returns.

Before you invest, please read this Prospectus carefully and keep it for
future reference. It contains important information about the Funds, including
information on investment policies, risks and fees. A Statement of Additional
Information, containing more information on the Funds, is available free of
charge. You may obtain a copy by calling the Funds at 1-800-370-0612.

SHARES OF THE FUNDS ARE NOT OBLIGATIONS, DEPOSITS OR ACCOUNTS OF ANY BANK
AND ARE NOT ENDORSED OR GUARANTEED BY ANY BANK. THEY ARE NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT OR ANY OF ITS AGENCIES, INCLUDING THE FEDERAL
DEPOSIT INSURANCE CORPORATION. SHARES OF THE FUNDS INVOLVE INVESTMENT RISK,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

AS WITH ALL MUTUAL FUNDS, 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 UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

PROSPECTUS DATED MAY 1, 1998
AS SUPPLEMENTED IN JANUARY 1999
<PAGE>
SUMMARY OF RISK FACTORS

An investment in one or more of the Funds may be appropriate if you are
comfortable with a more volatile investment and are willing to take risk in the
hope of achieving higher long-term returns. If you anticipate needing your money
in a short time, or if you prefer a stable investment and would consider selling
your Fund shares at the first sign of loss in your investment portfolio, you
should consider other investment vehicles. The Funds are not designed to meet
these goals.

While mutual funds are a convenient and potentially rewarding way to invest,
they do not always meet their objectives. Please remember that you could lose
money with these investments.

In normal market conditions, each Fund will be substantially invested in a
portfolio of common stocks. Stocks may decline significantly in price over short
or extended periods of time. Price changes may affect the market as a whole, or
they may affect only a particular company, industry or sector of the market.

Emerging Fund will, and Opportunity Fund and Twenty-Five Fund may, from time
to time invest a substantial portion of their assets in securities of smaller
companies. Investments in such companies may offer greater opportunities for
capital appreciation than investments in larger companies, but their values may
fluctuate more sharply than those of larger companies as well and subject the
Funds to greater price volatility.

Twenty-Five Fund will normally maintain a portfolio of only 20 to 30 stocks.
This more concentrated investment portfolio may subject the Fund to greater
price volatility than a mutual fund with a more diversified portfolio.

In pursuing their investment objectives, Opportunity Fund and Twenty-Five
Fund may employ leverage, sell securities short and and buy and sell futures and
options contracts to generate additional investment returns. Use of each of
these techniques involves significant additional investment risk.

Each Fund may invest to a limited extent in foreign securities. Foreign
securities involve risks not typically associated with domestic investments,
including unfavorable changes in currency exchange rates, reduced and less
reliable information about issuers and markets, different accounting standards,
illiquidity of securities and markets, local economic or political instability
and greater market risk in general.

The risks of investing in each Fund are more fully explained under
"Investment Objectives and Policies" below.

2
<PAGE>
FEES AND EXPENSES

The following tables illustrate the expenses and fees you would incur as an
investor of each Fund and are designed to assist you in making investment
decisions. Of course, if you are contemplating an investment in a Fund, you
should also consider other relevant factors, including the Fund's investment
objective and historical performance.

GROWTH FUND

<TABLE>
<CAPTION>
CLASS A(a) CLASS B(b) CLASS C CLASS I(a)
-------------- -------------- ---------- --------------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge Imposed on Purchases....... 5.25% NONE(c) NONE(c) 5.25%
Sales Charge Imposed on Dividend
Reinvestments................................. NONE NONE NONE NONE
Maximum Deferred Sales Load (as a percentage of
original purchase price or redemption
proceeds, whichever is lower)(d).............. 1.00%(e) 4.00% 1.00% 1.00%(e)
Redemption Fees(d).............................. NONE NONE NONE NONE
Exchange Fees................................... NONE NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE NET ASSETS):
Investment Advisory Fees(f)..................... 1.00% 1.00% 1.00% 1.00%
12b-1 Fees...................................... 0.25% 1.00%(c) 1.00%(c) NONE
Other Expenses.................................. 0.93% 0.93% 0.93% 0.93%
------- ------- ---------- -------
TOTAL FUND OPERATING EXPENSES..................... 2.18% 2.93% 2.93% 1.93%
------- ------- ---------- -------
------- ------- ---------- -------
</TABLE>

EMERGING FUND

<TABLE>
<CAPTION>
CLASS A(a) CLASS B(b) CLASS C
-------------- -------------- ----------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge Imposed on Purchases....... 5.25% NONE(c) NONE(c)
Sales Charge Imposed on Dividend
Reinvestments................................. NONE NONE NONE
Maximum Deferred Sales Load (as a percentage of
original purchase price or redemption
proceeds, whichever is lower)(d).............. 1.00%(e) 4.00% 1.00%
Redemption fees(d).............................. NONE NONE NONE
Exchange Fees................................... NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE NET ASSETS):
Investment Advisory Fees(f)..................... 1.00% 1.00% 1.00%
12b-1 Fees...................................... 0.25% 1.00%(c) 1.00%(c)
Other Expenses (after reimbursements)(g)........ 0.55% 0.55% 0.55%
------- ------- ----------
TOTAL FUND OPERATING EXPENSES (AFTER
REIMBURSEMENTS)(g).............................. 1.80% 2.55% 2.55%
------- ------- ----------
------- ------- ----------
</TABLE>

3
<PAGE>
OPPORTUNITY FUND

<TABLE>
<CAPTION>
CLASS A(a) CLASS B(b) CLASS C
-------------- -------------- ----------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge Imposed on Purchases....... 5.25% NONE(c) NONE(c)
Sales Charge Imposed on Dividend
Reinvestments................................. NONE NONE NONE
Maximum Deferred Sales Load (as a percentage of
original purchase price or redemption
proceeds, whichever is lower)(d).............. 1.00%(e) 4.00% 1.00%
Redemption Fees(d).............................. NONE NONE NONE
Exchange Fees................................... NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE NET ASSETS):
Investment Advisory Fees(f)..................... 1.30% 1.30% 1.30%
12b-1 Fees...................................... 0.25% 1.00%(c) 1.00%(c)
Other Expenses (after reimbursements)(g)........ 0.59% 0.59% 0.59%
------- ------- ----------
TOTAL FUND OPERATING EXPENSES (AFTER
REIMBURSEMENTS)(g).............................. 2.14% 2.89% 2.89%
------- ------- ----------
------- ------- ----------
</TABLE>

TWENTY-FIVE FUND

<TABLE>
<CAPTION>
CLASS A(a) CLASS B(b) CLASS C
-------------- -------------- ----------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge Imposed on Purchases....... 5.25% NONE(c) NONE(c)
Sales Charge Imposed on Dividend
Reinvestments................................. NONE NONE NONE
Maximum Deferred Sales Load (as a percentage of
original purchase price or redemption
proceeds, whichever is lower)(d).............. 1.00%(e) 4.00% 1.00%
Redemption Fees(d).............................. NONE NONE NONE
Exchange Fees................................... NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE NET ASSETS):
Investment Advisory Fees(f)..................... 1.30% 1.30% 1.30%
12b-1 Fees...................................... 0.25% 1.00%(c) 1.00%(c)
Other Expenses (after reimbursements)(g)........ 0.70% 0.70% 0.70%
------- ------- ----------
TOTAL FUND OPERATING EXPENSES (AFTER
REIMBURSEMENTS)(g)............................ 2.25% 3.00% 3.00%
------- ------- ----------
------- ------- ----------
</TABLE>

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

(a) Prior to April 22, 1997, Class I shares were referred to as Class A shares,
and the current Class A shares were referred to as Class D shares.

(b) Class B shares will convert automatically into Class A shares approximately
8 years after their sale. See "How to Buy Fund Shares."

(c) Class B and Class C shares are sold without a front-end sales charge;
however, their higher 12b-1 fees may cause long-term Class B and Class C
shareholders to pay more than the economic equivalent of the maximum
permitted front-end sales charge.

(d) In addition to any applicable deferred sales loads, service agents may
charge a nominal fee for effecting redemptions of Fund shares.

(e) A contingent deferred sales charge of 1% is imposed on certain redemptions
of Class A shares (and in the case of Growth Fund, Class I shares) that were
purchased without an initial sales charge as part of an investment of $1
million or more. See "How to Buy Fund Shares--Class A Shares--

4
<PAGE>
Initial Sales Charge Alternative" and "--Growth Fund Class I Shares--Limited
Purchaser Class."

(f) The investment advisory fee paid by each Fund is higher than the investment
advisory fee paid by most other mutual funds.

(g) The Investment Adviser has voluntarily agreed to reimburse Emerging Fund,
Opportunity Fund and Twenty-Five Fund for Fund operating expenses in excess
of the percentages indicated in the above tables during the year ending
December 31, 1998. Thereafter, the Investment Adviser may discontinue or
modify such reimbursements. Other Expenses and Total Fund Operating Expenses
for the year ended December 31, 1997 would have been approximately 2.10% and
3.35%, 2.10% and 4.10%, and 2.10% and 4.10% for Emerging Fund's Class A,
Class B and Class C shares, respectively, and approximately 5.02% and 6.57%,
5.02% and 7.32%, and 5.02% and 7.32% for Opportunity Fund's Class A, Class B
and Class C shares, respectively, without the expense reimbursement. Absent
expense reimbursements, Other Expenses and Total Fund Operating Expenses for
Twenty-Five Fund's Class A, Class B and Class C shares for the year ending
December 31, 1998 are estimated to be approximately 2.42% and 3.97%, 2.42%
and 4.72% and 2.42% and 4.72%, respectively.

EXAMPLES:

The following examples illustrates the expenses you would incur on a $1,000
investment over various periods, assuming a 5% annual return and redemption at
the end of each period:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
GROWTH FUND
Class A(1).................... $73 $117 $163 $291
Class B....................... $70 $121 $174 $307
Class C....................... $40 $ 91 $154 $325
Class I(1).................... $71 $110 $151 $266

EMERGING FUND
Class A(1).................... $70 $106 $145 $253
Class B....................... $66 $109 $156 $270
Class C....................... $36 $ 79 $136 $289

OPPORTUNITY FUND
Class A(1).................... $73 $116 $161 $287
Class B....................... $69 $119 $172 $304
Class C....................... $39 $ 89 $152 $321

TWENTY-FIVE FUND
Class A(1).................... $74 $119 N/A N/A
Class B....................... $70 $123 N/A N/A
Class C....................... $40 $ 93 N/A N/A
</TABLE>

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

(1) Excludes the 1% contingent deferred sales charge that may be imposed on
certain redemptions of Class A shares or, in the case of Growth Fund, Class
I shares.

5
<PAGE>
If you invested in Class B and Class C shares, you would pay the following
expenses on the same investment, assuming no redemption at the end of each
period:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
GROWTH FUND
Class B....................... $30 $ 91 $154 $307
Class C....................... $30 $ 91 $154 $325

EMERGING FUND
Class B....................... $26 $ 79 $136 $270
Class C....................... $26 $ 79 $136 $289

OPPORTUNITY FUND
Class B....................... $29 $ 89 $152 $304
Class C....................... $29 $ 89 $152 $321

TWENTY-FIVE FUND
Class B....................... $30 $ 93 N/A N/A
Class C....................... $30 $ 93 N/A N/A
</TABLE>

The purpose of the fee and expense information set forth above is to assist
you in understanding the various costs and expenses that you would bear directly
or indirectly in each Class of the Funds' shares. You will find more detailed
information about these expenses under "Management of the Funds." The Annual
Fund Operating Expenses for Growth Fund, Emerging Fund and Opportunity Fund are
based on actual expenses for the year ended December 31, 1997. The Annual Fund
Operating Expenses for Twenty-Five Fund represent management's good faith
estimate of Fund expenses (after voluntary expense reimbursements) for the year
ending December 31, 1998. The foregoing information should not be considered
representations of past or future returns or expenses which may be higher or
lower than those shown.

6
<PAGE>
FINANCIAL HIGHLIGHTS

The following Financial Highlights of the Funds have been audited by KPMG
Peat Marwick LLP, the Funds' independent auditors, whose report thereon was
unqualified. You should read the Financial Highlights in conjunction with the
financial statements of the Funds, including the notes and the independent
auditors' report, included in the 1997 Annual Report to Shareholders. The Annual
Report also contains further information about the performance of the Funds. You
may obtain copies without charge by calling the Funds at 1-800-370-0612. The
Annual Report is incorporated by reference in the Statement of Additional
Information and in this Prospectus. Prior to December 29, 1995, Growth Fund
operated as a closed-end investment company.

GROWTH FUND
<TABLE>
<CAPTION>
YEAR ENDED 12/31/97 YEAR ENDED 12/31/96
----------------------------------------- -----------------------------------------
PER SHARE DATA CLASS A CLASS B CLASS C CLASS I CLASS A CLASS B CLASS C CLASS I
- ---------------------------------------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period................................ $ 13.64 $ 13.56 $ 13.54 $ 13.69 $ 11.95 $ 11.95 $ 11.95 $ 11.95
-------- -------- -------- -------- -------- -------- -------- --------
Operations:
Net investment income (loss).......... (0.23) (0.32) (0.30) (0.19) (0.26) (0.36) (0.36) (0.23)
Net realized and unrealized gain
(loss) on investments and futures
transactions........................ 1.64 1.60 1.58 1.63 2.03 2.05 2.03 2.05
-------- -------- -------- -------- -------- -------- -------- --------
Total from operations................... 1.41 1.28 1.28 1.44 1.77 1.69 1.67 1.82
Distributions to shareholders:
From investment income--net............. -- -- -- -- -- -- -- --
From realized capital gains--net........ (0.85) (0.85) (0.85) (0.85) (0.08) (0.08) (0.08) (0.08)
Tax return of capital................... -- -- -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- -------- --------
Net asset value, end of period.......... $ 14.20 $ 13.99 $ 13.97 $ 14.28 $ 13.64 $ 13.56 $ 13.54 $ 13.69
-------- -------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- -------- --------
Total investment return (1)............. 10.67% 9.77% 9.82% 10.85% 14.81% 14.14% 13.97% 15.22%
Net assets at end of period (000s
omitted).............................. $ 604 $ 189 $ 80 $80,964 $ 340 $ 37 $ 2 $96,458
Ratio of expenses to average net
assets................................ 2.18% 2.93% 2.93% 1.93% 2.13% 2.88% 2.88% 1.88%
Ratio of net investment income (loss) to
average net assets.................... (1.49)% (2.28)% (2.32)% (1.22)% (1.81)% (2.53)% (2.49)% (1.56)%
Portfolio turnover rate (excluding
short-term securities)................ 115% 115% 115% 115% 57% 57% 57% 57%
Average commission per share (2)........ $0.0600 $0.0600 $0.0600 $0.0600 $0.0599 $0.0599 $0.0599 $0.0599
-------- -------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- -------- --------

<CAPTION>
PERIOD PERIOD
FROM FROM
YEAR 7/01/94 YEAR YEAR 9/3/91*
ENDED TO ENDED ENDED TO
PER SHARE DATA 12/31/95 12/31/94 6/30/94 6/30/93 6/30/92
- ---------------------------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period................................ $ 14.95 $ 13.53 $ 15.10 $ 13.78 $ 14.07
--------- --------- --------- --------- ---------
Operations:
Net investment income (loss).......... (0.12) (0.07) (0.11) (0.05) 0.13
Net realized and unrealized gain
(loss) on investments and futures
transactions........................ 2.71 1.83 (0.57) 1.38 (0.30)
--------- --------- --------- --------- ---------
Total from operations................... 2.59 1.76 (0.68) 1.33 (0.17)
Distributions to shareholders:
From investment income--net............. -- -- -- (0.01) (0.12)
From realized capital gains--net........ (5.59) -- (0.52) -- --
Tax return of capital................... -- (0.34) (0.37) -- --
--------- --------- --------- --------- ---------
Net asset value, end of period.......... $ 11.95 $ 14.95 $ 13.53 $ 15.10 $ 13.78
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Total investment return (1)............. 17.81% 13.06% (4.53)% 9.64% (1.30)%
Net assets at end of period (000s
omitted).............................. $140,642 $223,317 $ 202,192 $ 473,768 $465,055
Ratio of expenses to average net
assets................................ 1.60% 1.58%+ 1.55% 1.40% 1.37%+
Ratio of net investment income (loss) to
average net assets.................... (0.72)% (0.98)%+ (0.63)% (0.36)% 1.05%+
Portfolio turnover rate (excluding
short-term securities)................ 155% 19% 70% 66% 20%
Average commission per share (2)........ N/A N/A N/A N/A N/A
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

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

* Commencement of operations.

(1) Total investment return is based on the change in net asset value of a share
during the period, assumes reinvestment of distributions and excludes the
effects of sales loads. Total investment returns for periods prior to
December 29, 1995 reflect performance of Growth Fund as a closed-end fund
(assuming reinvestment of distributions pursuant to Growth Fund's Dividend
Reinvestment Plan as then in effect); as an open-end fund, Growth Fund
incurs certain additional expenses as a result of the continuous offering
and redemption of its shares. Total investment returns for periods of less
than one full year are not annualized.

(2) For fiscal years beginning in 1996, Growth Fund is required to disclose its
average commission rate per share for purchases and sales of investment
securities subject to a commission.

+ Adjusted to an annual basis.

7
<PAGE>
EMERGING FUND

<TABLE>
<CAPTION>
YEAR ENDED 12/31/97 PERIOD FROM 1/2/96* TO 12/31/96
------------------------------------ ------------------------------------
PER SHARE DATA CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
- ---------------------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period.... $ 12.42 $ 12.37 $ 12.36 $ 10.00 $ 10.00 $ 10.00
-------- -------- -------- -------- -------- --------
Operations:
Investment loss--net.................. (0.11) (0.21) (0.21) (0.14) (0.24) (0.24)
Net realized and unrealized gain
(loss) on investments, futures
transactions and short sale
transactions........................ 4.09 4.05 4.04 4.47 4.52 4.51
-------- -------- -------- -------- -------- --------
Total from operations................... 3.98 3.84 3.83 4.33 4.28 4.27
Distributions to shareholders:
From realized capital gains--net...... (3.31) (3.31) (3.31) (1.91) (1.91) (1.91)
-------- -------- -------- -------- -------- --------
Net asset value, end of period.......... $ 13.09 $ 12.90 $ 12.88 $ 12.42 $ 12.37 $ 12.36
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
Total investment return(1).............. 33.54% 32.55% 32.50% 43.40% 42.90% 42.82%
Net assets at end of period (000s
omitted).............................. $ 2,117 $ 3,786 $ 1,519 $ 1,275 $ 1,709 $ 1,766
Ratio of expenses, before reimbursement,
to average net assets................. 3.35% 4.10% 4.10% 3.83%+ 3.62%+ 4.32%+
Ratio of expenses, net of reimbursement,
to average net assets................. 1.80% 2.55% 2.55% 1.80%+ 2.55%+ 2.55%+
Ratio of net investment loss to average
net assets............................ (0.88)% (1.63)% (1.63)% (1.36)%+ (2.15)%+ (2.13)%+
Portfolio turnover rate (excluding
short-term securities)................ 264% 264% 264% 204% 204% 204%
Average commission per share............ $ 0.0600 $ 0.0600 $ 0.0600 $ 0.0600 $ 0.0600 $ 0.0600
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
</TABLE>

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

* Commencement of operations.

+ Adjusted to an annual basis.

8
<PAGE>
OPPORTUNITY FUND

<TABLE>
<CAPTION>
YEAR ENDED 12/31/97 PERIOD FROM 12/26/96* TO 12/31/96
------------------------------------ ------------------------------------
PER SHARE DATA CLASS A CLASS B CLASS C CLASS A CLASS B CLASS C
- ---------------------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period.... $ 9.87 $ 9.87 $ 9.87 $ 10.00 $ 10.00 $ 10.00
-------- -------- -------- -------- -------- --------
Operations:
Investment loss--net.................. (0.17) (0.26) (0.25) -- -- --
Net realized and unrealized gain
(loss) on investments, futures
transactions and short sale
transactions........................ 4.12 4.12 4.10 (0.13) (0.13) (0.13)
-------- -------- -------- -------- -------- --------
Total from operations................... 3.95 3.86 3.85 (0.13) (0.13) (0.13)
Distributions to shareholders:
From realized capital gains--net...... (2.79) (2.79) (2.79) -- -- --
-------- -------- -------- -------- -------- --------
Net asset value, end of period.......... $ 11.03 $ 10.94 $ 10.93 $ 9.87 $ 9.87 $ 9.87
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
Total investment return(1).............. 41.15% 40.25% 40.12% (1.30)% (1.30)% (1.30)%
Net assets at end of period (000s
omitted).............................. $ 1,084 $ 2,298 $ 427 $ 112 $ 1 $ 1
Ratio of expenses, before reimbursement,
to average net assets................. 6.85% 7.50% 7.63% 4.23%+ 4.98%+ 4.98%+
Ratio of expenses, excluding interest
expense, to average net assets........ 6.57% 7.32% 7.32% 4.23%+ 4.98%+ 4.98%+
Ratio of expenses, net of reimbursement
and excluding interest expense, to
average net assets.................... 2.14% 2.89% 2.89% 2.14%+ 2.89%+ 2.89%+
Ratio of net investment loss to average
net assets............................ (1.71)% (2.36)% (2.49)% (2.14)%+ (2.98)%+ (3.02)%+
Portfolio turnover rate (excluding
short-term securities)................ 298% 298% 298% 0% 0% 0%
Average commission per share(2)......... $ 0.0600 $ 0.0600 $ 0.0600 N/A N/A N/A
-------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- --------
</TABLE>

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

* Commencement of operations.

+ Adjusted to an annual basis.

(2) For the period ended December 31, 1996, Opportunity Fund did not incur
commissions as a result of securities being purchased in the
over-the-counter market.

9
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES

INVESTMENT OBJECTIVES

Each Fund's investment objective is long-term capital appreciation. As with
any mutual fund, the Funds cannot assure investors that their investment
objectives will be achieved. Generation of current income is not an objective of
the Funds. Investors looking for current income or short-swing market gains are
discouraged from investing in the Funds.

Each Fund's investment objective, together with certain other investment
policies and restrictions designated in this Prospectus as "fundamental" may not
be changed without the approval of the Fund's shareholders. Other policies and
restrictions may be changed without shareholder approval.

INVESTMENT POLICIES AND RISK CONSIDERATIONS

In pursuing its investment objective, each Fund employs its own investment
strategy and policies. An investment in each Fund, therefore, involves different
risks.

- GROWTH FUND is a diversified fund that maintains a core portfolio of 30 to
50 stocks of primarily medium-size to larger American growth companies. In
normal market conditions, at least half of the Fund's portfolio will be
invested in stocks of companies with annual revenues over $750 million. Up
to 20% of the Fund's assets may be invested in foreign securities. The
Fund may not employ leverage or sell securities short. The Fund may enter
into options and futures transactions for hedging purposes but not to
generate additional investment returns.

- EMERGING FUND is a diversified fund that maintains a core portfolio of 30
to 50 stocks of primarily American emerging growth companies. In normal
market conditions, at least half of the Fund's portfolio will be invested
in stocks of companies with annual revenues less than $750 million. Up to
10% of the Fund's assets may be invested in foreign securities. The Fund
may not employ leverage or sell securities short. The Fund may enter into
options and futures transactions for hedging purposes but not to generate
additional investment returns.

- OPPORTUNITY FUND is a non-diversified fund that employs an aggressive yet
flexible investment program emphasizing, in normal market conditions, a
core portfolio of 30 to 50 stocks of American growth companies without
regard to their size. The Fund may also employ leverage, sell securities
short and buy and sell futures and options contracts to generate
additional investment returns. As described below, these techniques
involve additional risk. Up to 10% of the Fund's assets may be invested in
foreign securities.

- TWENTY-FIVE FUND is a non-diversified fund that, in normal market
conditions, maintains a more concentrated portfolio of 20 to 30 stocks of
American growth companies without regard to their size. The Fund may also
employ leverage, sell securities short and buy and sell futures and
options contracts to generate additional investment returns. As described
below, these techniques involve additional risk. Up to 10% of the Fund's
assets may be invested in foreign securities.

SELECTION OF EQUITY INVESTMENTS. The Investment Adviser seeks to invest in
stocks of the fastest growing American companies with limited investments in
comparable foreign companies. In normal market conditions, at least 65% of each
Fund's assets must be invested in equity investments. For each of the Funds, the
Investment Adviser seeks companies it believes offer significant potential for

10
<PAGE>
growth in revenue and earnings. The Investment Adviser believes that such
companies offer investors the greatest potential for long-term capital
appreciation. The Investment Adviser uses a long-term fundamental approach in
identifying such companies. A "fundamental" approach includes looking at a
company's revenue and earnings growth, competitive advantages, management and
market opportunities and evaluating whether its stock is fairly valued at the
current market price. In general, the Investment Adviser selects investments
without regard to industry sectors and other defined selection procedures.

INVESTMENTS IN SMALLER COMPANIES. Emerging Fund will, and Opportunity Fund
and Twenty-Five Fund may, from time to time invest a substantial portion of
their assets in securities issued by smaller companies. Investments in such
companies may offer greater opportunities for capital appreciation than
investments in larger companies, but may involve certain special risks. Such
companies may have limited product lines, markets or financial resources and may
be dependent on a limited management group. The securities of such companies may
trade less frequently and in smaller volume than more widely held securities.
Their values may fluctuate more sharply than those of other securities and the
Funds may experience difficulty in establishing or closing out positions in
these securities at prevailing market prices. There may be less publicly
available information about, and market interest in, smaller companies than is
the case with larger companies. It may take longer for the prices of such
securities to reflect the full value of their issuers' underlying earnings
potential or assets.

SHORT SALES. When the Investment Adviser anticipates that the price of a
security will decline, it may sell the security short on behalf of Opportunity
Fund or Twenty-Five Fund and borrow the same security from a broker or other
institution to complete the sale. The Fund may make a profit or incur a loss
depending upon whether the market price of the security decreases or increases
between the date of the short sale and the date on which the Fund must replace
the borrowed security. An increase in the value of a security sold short by the
Fund over the price at which it was sold short will result in a loss to the
Fund, and there can be no assurance that the Fund will be able to close out the
position at any particular time or at an acceptable price. All short sales must
be fully collateralized, and neither Fund may sell securities short if,
immediately after the sale, the value of all securities sold short by the Fund
exceeds 25% of the Fund's total assets. In addition, each Fund limits short
sales of any one issuer's securities to 5% of the Fund's total assets and to 5%
of any one class of the issuer's securities.

FOREIGN SECURITIES. Growth Fund may invest up to 20%, and Emerging Fund,
Opportunity Fund and Twenty-Five Fund may each invest up to 10%, of the value of
its total assets in securities of foreign issuers. Each Fund may only purchase
foreign securities that are represented by American Depository Receipts listed
on a domestic securities exchange or included in the NASDAQ National Market
System, or foreign securities listed directly on a domestic securities exchange
or included in the NASDAQ National Market System. Interest or dividend payments
on such securities may be subject to foreign withholding taxes. The Funds'
investments in foreign securities involve considerations and risks not typically
associated with investments in securities of domestic companies, including
unfavorable changes in currency exchange rates, reduced and less reliable
information about issuers and markets, different accounting standards,
illiquidity of securities and markets, local economic or political instability
and greater market risk in general.

11
<PAGE>
DEBT SECURITIES. In normal market conditions, each Fund may invest up to
35% of its total assets in "investment grade" debt securities. However, when the
Investment Adviser believes that a defensive investment posture is warranted,
each Fund may invest without limitation in investment grade debt securities.
Debt securities are "investment grade" if they are rated Baa or higher by
Moody's Investors Service, Inc. ("Moody's") or BBB or higher by Standard &
Poor's Corporation ("S&P") or, if they are unrated, if the Investment Adviser
believes that they are comparable in quality. Securities rated Baa or BBB (and
similar unrated securities) lack outstanding investment characteristics, have
speculative characteristics, and are subject to greater credit and market risks
than higher-rated securities. A Fund will not necessarily dispose of an
investment if, after its purchase, its rating slips below investment grade.
However, the Investment Adviser will monitor such investments closely and will
sell such investments if the Investment Adviser at any time believes that it is
in the Fund's best interests. Each Fund also may invest in non-investment grade
"convertible" debt securities. See "Convertible Securities."

CONVERTIBLE SECURITIES. Each Fund may invest in convertible securities. A
convertible security (a bond or preferred stock) may be converted at a stated
price within a specified period of time into a certain number of common shares
of the same or a different issuer. Convertible securities are senior to common
stock in an issuer's capital structure, but are usually subordinate to similar
non-convertible securities. While providing a fixed income stream (generally
higher in yield than the income from common stocks but lower than that afforded
by a similar non-convertible security), a convertible security also affords an
investor the opportunity, through its conversion feature, to participate in the
capital appreciation of the issuer's common stock. Each Fund may invest in
non-investment grade convertible debt securities. Such securities (sometimes
referred to as "junk bonds") are considered speculative and may be in poor
credit standing or even in default as to payments of principal or interest.
Moreover, such securities generally are less liquid than investment grade debt
securities.

BORROWING AND LEVERAGE. Opportunity Fund and Twenty-Five Fund may borrow
money to invest in additional portfolio securities. This practice, known as
"leverage," increases such Funds' market exposure and their risk. When a Fund
has borrowed money for leverage and its investments increase or decrease in
value, the Fund's net asset value will normally increase or decrease more than
if it had not borrowed money. In addition, the interest the Fund must pay on
borrowed money will reduce any gains or increase any losses. Successful use of
leverage depends on the Investment Adviser's ability to predict market movements
correctly. The amount of money borrowed by a Fund for leverage may not exceed
one-third of the Fund's assets (including the amount borrowed).

OPTIONS AND FUTURES. Each Fund may buy and sell call and put options and
futures contracts and related options (including index futures contracts and
related options) to hedge against changes in net asset value and, in the case of
Opportunity Fund and Twenty-Five Fund, to attempt to realize a greater current
return. There is no assurance that the Funds will be able to utilize these
instruments effectively for the purposes stated above. Options and futures
contracts transactions involve certain costs and risks, which are described
below and in the Statement of Additional Information.

Successful use of futures contracts and related options depends greatly on
the Investment Adviser's ability to correctly forecast the direction of market
movements. In the case of an incorrect market forecast, the use of futures
contracts will reduce or eliminate gains or subject a Fund to increased risk of
loss. In addition, changes in the price of futures contracts or options may not

12
<PAGE>
correlate perfectly with the changes in the market value of the securities
subject to a hedge. As a result, even a correct market forecast could result in
an unsuccessful hedging transaction.

Other risks arise from a Fund's potential inability to close out futures
contracts or options positions. Although each Fund will enter into options or
futures contracts transactions only if the Investment Adviser believes that a
liquid secondary market exists for such options or futures contracts, there can
be no assurance that the Fund will be able to effect closing transactions at any
particular time or at an acceptable price. In addition, certain provisions of
the Internal Revenue Code may limit each Fund's ability to engage in options and
futures contracts transactions.

Opportunity Fund and Twenty-Five Fund may use futures contracts and related
options to enhance investment returns in addition to hedging against market
risk. Such use of futures contracts involves risks similar to the use of
leverage. Within applicable regulatory limits, Opportunity Fund and Twenty-Five
Fund can be subject to the same degree of market risk as if approximately twice
their net assets were fully invested in securities. This may result in
substantial additional gains in rising markets, but likewise may result in
substantial additional losses in falling markets.

Each Fund expects that its options and futures contracts transactions
generally will be conducted on recognized exchanges. Each Fund may in certain
instances purchase and sell options in the over-the-counter markets. A Fund's
ability to terminate options in the over-the-counter markets may be more limited
than for exchange-traded options, and such transactions also involve the risk
that securities dealers participating in such transactions may be unable to meet
their obligations to the Fund. A Fund will, however, engage in over-the-counter
transactions only when appropriate exchange-traded transactions are unavailable
and when, in the opinion of the Investment Adviser, the pricing mechanism and
liquidity of over-the-counter markets are satisfactory and the participants are
responsible parties likely to meet their obligations.

Options and futures contracts involve transaction costs and may require each
Fund to segregate assets to cover its outstanding positions. For more
information, see the Statement of Additional Information.

NON-DIVERSIFICATION. As "non-diversified" funds, Opportunity Fund and
Twenty-Five Fund may invest in a more limited number of issuers than
"diversified" funds. This subjects the Funds to greater exposure if the value of
any one portfolio investment were to decline. However, neither Fund may invest
more than 25% of its assets in any one issuer (excluding U.S. Government
securities). Additionally, 50% of each such Fund's assets must be fully
diversified. This means that no one issuer (excluding U.S. Government
securities) in that half of the portfolio may account for more than 5% of the
Fund's total assets.

SECTOR CONCENTRATION. At times, each Fund may invest more than 25% of its
assets in one or more market sectors such as, for example, the technology
sector. A market sector may be made up of companies in a number of related
industries. When a Fund concentrates in a market sector, financial, economic,
business and other developments affecting that sector will have a greater impact
on the Fund than if it had not concentrated in that sector.

SECURITIES LOANS AND REPURCHASE AGREEMENTS. Each Fund may lend portfolio
securities to broker-dealers and may enter into repurchase agreements. These
transactions must be fully collateralized at all times, but involve some risk to
the Fund if the other party should default on its obligations and the Fund is
delayed or prevented from recovering the collateral.

13
<PAGE>
PORTFOLIO TURNOVER. Each Fund is managed for long-term capital
appreciation. However, the Fund's annual portfolio turnover rates (a measure of
change in fund investments) have from time to time historically exceeded 100%.
Higher portfolio turnover generally involves additional transaction costs to a
Fund and may also result in faster realization of taxable capital gains.

INVESTMENT RESTRICTIONS

Each Fund has adopted certain fundamental investment restrictions which may
not be changed without shareholder approval. These restrictions prohibit each
Fund, among other matters, from: (a) investing more than 25% of its total assets
in any one industry (securities issued or guaranteed by the United States
Government, its agencies or instrumentalities are not considered to represent
industries); or (b) borrowing money, except from banks for temporary or
emergency purposes or, in the case of Opportunity Fund and Twenty-Five Fund, as
required in connection with otherwise permissible leverage activities in an
amount not in excess of one-third of the value of the Fund's total assets.
Additionally, each Fund has adopted certain non-fundamental investment
restrictions which may be changed by the Board of Directors without the approval
of the Fund's shareholders. See the Statement of Additional Information for a
listing of each Fund's investment restrictions.

BROKERAGE AND PORTFOLIO TRANSACTIONS

The Investment Adviser is responsible for investment decisions and for
executing each Fund's portfolio transactions. The Funds have no obligation to
execute transactions with any particular broker-dealer. The Investment Adviser
seeks to obtain the best combination of price and execution for each Fund's
transactions. However, the Funds do not necessarily pay the lowest commission.

Where best price and execution may be obtained from more than one
broker-dealer, the Investment Adviser may purchase and sell securities through
broker-dealers that provide research and other valuable information to the
Investment Adviser. Such information may be useful to the Investment Adviser in
providing services to clients other than the Funds.

Consistent with the rules and regulations of the National Association of
Securities Dealers, Inc., the Investment Adviser may consider distribution of
Fund shares when choosing broker-dealers.

Other clients of the Investment Adviser have investment objectives similar
to those of the Funds. The Investment Adviser, therefore, may combine the
purchase or sale of investments for the Funds and its other clients. Such
simultaneous transactions may increase the demand for the investments being
purchased or the supply of the investments being sold, which may have an adverse
effect on price or quantity. The Investment Adviser's policy is to allocate
investment opportunities fairly among the clients involved, including the Funds.
When two or more clients are purchasing or selling the same security on a given
day from or through the same broker-dealer, such transactions may be averaged as
to price.

MANAGEMENT OF THE FUNDS

The Board of Directors is responsible for the overall management and
operation of each Fund. The Fund's officers are responsible for the day-to-day
operations of the Fund under the Board's supervision.

14
<PAGE>
INVESTMENT ADVISER

The Investment Adviser is responsible for the management of the Funds'
investment portfolios. The Investment Adviser was incorporated in December 1982.
As of December 31, 1997, the Investment Adviser managed approximately $1 billion
of assets for the Funds and other institutional clients.

Growth Fund and Emerging Fund pay the Investment Adviser advisory fees of
1.00% per year of each Fund's average daily net assets. Opportunity Fund and
Twenty-Five Fund pay the Investment Adviser advisory fees of 1.30% per year of
each Fund's average daily net assets. Most other mutual funds pay their
investment advisers lower fees.

James R. Jundt serves as Chairman of the Board and Chief Executive Officer
of the Investment Adviser and owns 95% of its stock. A trust benefiting Mr.
Jundt's children and grandchildren owns the remaining 5% of the Investment
Adviser's stock.

PORTFOLIO MANAGERS

The Investment Adviser employs a team approach in conducting its portfolio
management activities, and all investment decisions are made by one or both of
the firm's portfolio managers: James R. Jundt and Marcus E. Jundt.

James R. Jundt, CFA, began his investment career in 1964 with Merrill Lynch,
Pierce, Fenner & Smith Incorporated, New York, New York, as a security analyst
before joining Investors Diversified Services, Inc. (now known as American
Express Financial Advisers, Inc.) in Minneapolis, Minnesota in 1969, where he
served in analytical and portfolio management positions until 1979. From 1979 to
1982, Mr. Jundt was a portfolio manager for St. Paul Advisers, Inc. (now known
as Fortis Advisers, Inc.) in Minneapolis. In December 1982, Mr. Jundt left St.
Paul Advisers and founded the Investment Adviser. He has served as Chairman of
the Board, President and Chief Executive Officer of Growth Fund since 1991 and
of Jundt Funds, Inc. since 1995. Mr. Jundt has approximately 34 years of
investment experience. Mr. Jundt also serves as Chairman of the Board of the
Distributor.

Marcus E. Jundt, son of James R. Jundt, has been Vice Chairman of the
Investment Adviser since 1992. Mr. Jundt was employed as a research analyst for
Victoria Investors in New York, New York from 1988 to 1992, and from 1987 to
1988 was employed by Cargill Investor Services, Inc., where he worked on the
floor of the Chicago Mercantile Exchange. He has served as a portfolio manager
of Growth Fund since 1992 and of Jundt Funds, Inc. since 1995. Mr. Jundt has
approximately 11 years of investment and related experience. Mr. Jundt also
serves as the President of the Distributor.

Effective in January 1999, Donald M. Longlet and Thomas L. Press, formerly
portfolio managers of the Funds and the Adviser, resigned from the Adviser.

ADMINISTRATOR

Princeton Administrators, L.P. (the "Administrator"), an affiliate of
Merrill Lynch, Pierce, Fenner & Smith, Inc., performs various administrative and
accounting services for the Funds. Growth Fund currently pays the Administrator
fees of .20% per year of the Fund's average daily net assets. Emerging Fund,
Opportunity Fund and Twenty-Five Fund each pay the Administrator fees of .20%
per year of the Fund's average daily net assets (subject to a minimum of $40,000
per year per Fund).

15
<PAGE>
DISTRIBUTOR; RULE 12b-1 DISTRIBUTION PLANS

U.S. Growth Investments, Inc. (the "Distributor"), a firm owned by James R.
Jundt, serves as the distributor for each Fund. Each Fund has adopted Rule 12b-1
Distribution Plans with respect to its Class A, B and C shares. Each Class A,
Class B and Class C Distribution Plan provides that the Distributor will be paid
an "account maintenance fee" of 0.25% per year of the average daily net assets
of such Class. This fee is used to compensate the Distributor and firms
authorized to sell Fund shares for providing various services to Fund
shareholders, such as answering shareholder questions, providing reports and
other information and providing various other account-related investor services.
Each Class B and Class C Distribution Plan also provides that the Distributor
will be paid a "distribution fee" of 0.75% per year of the average daily net
assets of such Class. This fee is used to compensate the Distributor for
advertising, marketing and distributing Class B and Class C shares, including
paying initial and ongoing sales compensation to the Distributor's sales
representatives and to firms authorized to sell shares. Firms authorized to sell
Fund shares, therefore, may receive different amounts of compensation depending
upon which Class of shares is sold.

In addition, the Distributor may pay certain additional cash incentives of
up to $100 and/or non cash incentives to its investment executives and other
authorized firms. In some instances, other incentives may be made available only
to selected broker-dealers and financial institutions, based on certain
objective standards. In addition, the Distributor may pay additional amounts to
qualifying broker-dealers or firms for certain services or activities which are
primarily intended to result in sales of Fund shares.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND CUSTODIAN; SUBACCOUNTING AGENTS

Investors Fiduciary Trust Company (the "Transfer Agent"), 330 West 9th
Street, Kansas City, Missouri 64105, serves as the Funds' transfer agent and
dividend disbursing agent. Norwest Bank Minnesota, N.A., Norwest Center, Sixth
and Marquette, Minneapolis, Minnesota 55479, serves as the Funds' custodian. In
addition, the Funds compensate certain broker-dealers that sell Fund shares for
performing various accounting and administrative services with respect to large
street-name accounts maintained by such broker-dealers.

YEAR 2000 ISSUES

Many existing computer programs and systems, including some used by the
Investment Adviser, the Administrator, the Transfer Agent and the Funds'
custodian bank in connection with their respective services to the Funds, have
been written in such a way that, without modification, they will not properly
process and calculate date-related information and data from and after January
1, 2000. The Funds have been advised that the Investment Adviser, the
Administrator, the Transfer Agent and the Funds' custodian bank are in the
process of making any required modifications of their programs and systems and
that they believe that they will complete such modifications on a timely basis
and will be able to properly process such information and data for the Funds
after that date. The cost of these modifications will not affect the Funds.
However, failure by any of the Funds' service providers to successfully complete
the required modifications in a timely manner could have a material adverse
impact on the Funds.

16
<PAGE>
HOW TO BUY FUND SHARES

ALTERNATIVE PURCHASE ARRANGEMENTS

Each Fund offers you the choice among three Classes of shares, namely,
Classes A, B and C, which offer different sales charges and bear different
expenses. THE FUNDS' CLASS I SHARES ARE OFFERED FOR SALE EXCLUSIVELY TO CERTAIN
SPECIFIED INVESTORS AND ARE NOT OFFERED FOR SALE TO THE GENERAL PUBLIC. You
should choose the class of shares that is best for you given the amount of your
purchase, the length of time you expect to hold the shares and other factors.

GENERAL PURCHASE INFORMATION

The minimum initial investment is $1,000. The minimum additional investment
is $50. A Fund may waive or reduce these minimums for certain retirement and
employee savings plans or custodial accounts for the benefit of minors. You may
purchase Fund shares from the Distributor, the Transfer Agent and firms that
have selling agreements with the Distributor. You may buy shares by opening an
account either by mail or by phone. Your purchase will be effective at the time
the net asset value of the Fund you choose is determined on the day your order
for the purchase of the shares is received in good form and accepted by the
Fund. The purchase price will be the net asset value per share determined at
that time, plus any sales charges.

In placing your order, you must specify which Class of shares you are
buying. If no Class is specified, your order will be treated as an investment in
Class A shares.

AUTOMATIC INVESTMENT PLAN. You may make automatic monthly investments
through each Fund's Automatic Investment Plan. For additional information, call
your broker or the Funds.

PURCHASES BY MAIL. To open an account by mail, complete the attached
general authorization form and mail it, along with a check payable to the Fund,
to: Jundt Family of Funds, P.O. Box 419168, Kansas City, MO 64141-6168 (for
regular mail) or 330 West 9th Street, Kansas City, MO 64105 (for overnight
delivery). You may not purchase shares with a third party check.

PURCHASES BY TELEPHONE. To open an account by telephone, call
1-800-370-0612 to obtain an account number and instructions. Information
concerning the account will be taken over the phone. You must then request a
commercial bank with which you have an account and which is a member of the
Federal Reserve System to transmit Federal Funds by wire to the Fund you choose
as follows: State Street Bank & Trust Company, ABA #011000028, for credit of:
[Name of Fund], Account No.: 9905-154-2, Account Number: [assigned by
telephone]. Your bank may charge you for the wire transfer. You must then
complete the general authorization form attached to this Prospectus and mail it
to the Fund after making the initial telephone purchase.

PURCHASES BY TAX-DEFERRED RETIREMENT PLANS. You may establish an account in
any Fund as an Individual Retirement Account ("IRA"). You should consult with
your tax advisor to determine if you qualify to deduct all or part of any IRA
contribution for purposes of federal and state income tax returns. You may also
be able to purchase Fund shares as an investment for other qualified retirement
plans in which you participate, such as profit-sharing and money purchase plans,
401(k) programs, 403(b) plans, Simplified Employer Pension (SEP) Plans and
others. You should consult your employer or plan administrator before investing.
Call the Funds at 1-800-370-0612 for more information and application forms.

17
<PAGE>
PURCHASES THROUGH CERTAIN BROKERS AND AGENTS. In addition to any applicable
front-end or contingent deferred sales charges, you may be charged an additional
fee at the time you purchase or redeem Fund shares through a broker or agent. No
charges (other than wire transfer charges) currently are imposed if purchases or
redemptions are made directly through the Transfer Agent or Distributor.

CLASS A SHARES--INITIAL SALES CHARGE ALTERNATIVE

Class A shares of each Fund are sold at their net asset value next
determined after an order is received plus the applicable front-end sales charge
("FESC"). The Fund receives the net asset value. The FESC varies depending on
the size of the purchase. Of the total FESC, your broker's employer receives the
amount under the "Your Broker Receives" column in the table below. The balance
of the FESC is retained by the Distributor. The current FESC schedule is as
follows:

<TABLE>
<CAPTION>
FRONT-END SALES CHARGE (YOU PAY)
--------------------------------- YOUR BROKER RECEIVES
(AS A % OF (AS A % OF (AS A % OF
AMOUNT OF INVESTMENT OFFERING PRICE) NET INVESTMENT) OFFERING PRICE)
- ------------------------------ --------------- --------------- --------------------
<S> <C> <C> <C>
Less than $25,000............. 5.25% 5.54% 4.50%
$25,000 but less than
$50,000..................... 4.75% 4.99% 4.25%
$50,000 but less than
$100,000.................... 4.00% 4.17% 3.50%
$100,000 but less than
$250,000.................... 3.00% 3.09% 2.50%
$250,000 but less than
$1,000,000.................. 2.00% 2.04% 1.75%
$1,000,000 and greater........ NONE* NONE* *
</TABLE>

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

* On investments of $1 million or more, the Distributor will pay your broker a
commission of 1% of the investment amount up to $2.5 million, 0.50% of the
amount between $2.5 million and $5 million and 0.25% of the amount over $5
million. If you redeem these shares within one year, a contingent deferred
sales charge of 1% will be deducted from your redemption proceeds and paid
to the Distributor. See "How to Redeem Your Fund Shares--Contingent Deferred
Sales Charge."

In addition to your broker's portion of the FESC, the Distributor pays your
broker's employer an annual fee of 0.25% of your Fund investment beginning one
year after you purchase your shares.

SPECIAL PURCHASE PLANS--REDUCED SALES CHARGES. Certain investors (or groups
of investors) may qualify for reductions in the sales charges shown above. You
should contact your broker or the Funds for details about the Combined Purchase
Privilege, Cumulative Quantity Discount and Letter of Intention plans.
Descriptions are also included in the attached general authorization form and in
the Statement of Additional Information. The Distributor may amend or eliminate
these special purchase plans at any time without notice.

RULE 12b-1 FEES. Class A shares are subject to a Rule 12b-1 account
maintenance fee of 0.25% per year of the average daily net assets of Class A.
See "Management of the Funds--Distributor; Rule 12b-1 Distribution Plans."

WAIVER OF SALES CHARGES. You will not be charged an FESC or a contingent
deferred sales charge if you pay for your Class A shares with the proceeds from
your redemption of an unrelated mutual fund that charges a sales charge. To
qualify, your purchase order for Class A shares must be received by the Funds
within 60 days after such redemption.

18
<PAGE>
You also will not be charged an FESC or a contingent deferred sales charge
if you are in one of the following categories of investors:

- Investment executives and other employees of broker-dealers and financial
institutions that have entered into selling agreements with the
Distributor, employees of contractual service providers to the Funds, and
parents and immediate family members of such persons.

- Trust companies and bank trust departments for funds held in a fiduciary,
agency, advisory, custodial or similar capacity.

- States and their political subdivisions, and instrumentalities,
departments, authorities and agencies of states and their political
subdivisions.

- Registered investment advisers and their investment advisory clients.

- Employee benefit plans qualified under Section 401(a) of the Code (which
does not include IRAs) and custodial accounts under Section 403(b)(7) of
the Code (also known as tax-sheltered annuities).

CLASS B SHARES--CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE

Class B shares of each Fund are sold at their net asset value next
determined after an order is received. However, a contingent deferred sales
charge ("CDSC") of up to 4% will be deducted from your redemption proceeds if
your Class B shares are redeemed within six years of purchase. See "How to
Redeem Your Fund Shares--Contingent Deferred Sales Charge." In addition, Class B
shares are subject to higher Rule 12b-1 fees, as described below. The CDSC
depends on the number of years since the purchase was made, according to the
following table, and is calculated on the lesser of the net asset value of the
shares at the time of purchase or at the time of redemption. The Distributor
receives all CDSCs.

<TABLE>
<CAPTION>
CDSC (% OF
AMOUNT SUBJECT
REDEMPTION DURING TO CHARGE)
---------------------------------------------------- --------------
<S> <C>
1st Year Since Purchase............................. 4%
2nd Year Since Purchase............................. 4%
3rd Year Since Purchase............................. 3%
4th Year Since Purchase............................. 3%
5th Year Since Purchase............................. 2%
6th Year Since Purchase............................. 1%
Thereafter.......................................... None
</TABLE>

Although you do not pay an FESC or any other charges at the time you
purchase Class B shares, the Distributor pays the firm employing your broker a
commission of 4% of the amount you invest. The Distributor also pays your
broker's employer an annual fee of 0.25% of your Fund investment beginning one
year after you purchase your shares. Because Class B shares may not be the best
choice for you if you intend to invest $250,000 or more, orders for Class B
shares of $250,000 or more will be treated as orders for Class A shares or
declined.

RULE 12b-1 FEES. Class B shares are subject to a Rule 12b-1 account
maintenance fee of 0.25% per year of the average daily net assets of Class B and
a Rule 12b-1 distribution fee of 0.75% per year of the average daily net assets
of Class B. See "Management of the Funds--Distributor; Rule 12b-1

19
<PAGE>
Distribution Plans." The higher Rule 12b-1 fee will cause Class B shares to have
a higher expense ratio and to pay lower dividends than Class A shares.

CONVERSION FEATURE. On the 15th day of the month (or the next business day
if the 15th is on a weekend or holiday) following the eighth anniversary of your
purchase of Class B shares, such shares (including a proportionate amount of
reinvested distributions on such shares) will automatically convert to Class A
shares and will no longer be subject to Class B's higher Rule 12b-1 fees. Your
Class B shares will convert into Class A shares on the basis of their relative
net asset values. The Class A shares you receive will not be subject to any FESC
or CDSC. Class B shares acquired by exercise of the "reinstatement privilege"
will convert into Class A shares based on the time of the original purchase of
Class B shares. See "How to Redeem Your Fund Shares--Reinstatement Privilege."

CLASS C SHARES--LEVEL LOAD ALTERNATIVE

Class C shares of each Fund are sold at their net asset value next
determined after an order is received. However, a CDSC of 1% will be deducted
from your redemption proceeds if your Class C shares are redeemed within one
year of purchase. See "How to Redeem Your Fund Shares--Contingent Deferred Sales
Charge." In addition, Class C shares are subject to higher Rule 12b-1 fees, as
described below. The Distributor receives all CDSCs.

Although you do not pay a FESC or any other charges at the time you purchase
Class C shares, the Distributor pays the firm employing your broker a commission
of 1% of the amount you invest. The Distributor also pays your broker's employer
an annual fee of 1% of your Fund investment beginning one year after you
purchase your shares.

RULE 12b-1 FEES. Class C shares are subject to a Rule 12b-1 account
maintenance fee of 0.25% per year of the average daily net assets of Class C and
a Rule 12b-1 distribution fee of 0.75% per year of the average daily net assets
of Class C. See "Management of the Funds--Distributor; Rule 12b-1 Distribution
Plans." The higher Rule 12b-1 fee will cause Class C shares to have a higher
expense ratio and to pay lower dividends than Class A shares.

As between Class B and Class C shares, if you anticipate an investment in a
Fund of longer than six years (the CDSC period applicable to Class B shares),
you may conclude that Class B shares are preferable to Class C shares because
the Class B shares will automatically convert to Class A shares (to which lower
Rule 12b-1 fees apply) after eight years. However, if you anticipate an
investment time frame of less than six years (or an uncertain time frame) you
may choose Class C shares because of the larger and longer-term CDSC applicable
to Class B shares.

GROWTH FUND CLASS I SHARES--LIMITED PURCHASER CLASS

GROWTH FUND'S CLASS I SHARES ARE NOT GENERALLY AVAILABLE FOR SALE TO THE
PUBLIC. You may purchase Growth Fund's Class I shares only if you:

- were a shareholder of Growth Fund on December 28, 1995 and have continued
to be a shareholder in one or more of the Funds ever since; or

- are a director, officer, employee or consultant to the Fund (including a
partner or employee of the Fund's legal counsel), the Investment Adviser
or the Distributor, an immediate family

20
<PAGE>
member of such a person, or a lineal ancestor (parent, grandparent, etc.)
or descendant (child, grandchild, etc.) of such a person.

Accounts benefitting any of such persons also may purchase Class I shares.

Growth Fund's Class I shares are sold at their net asset value next
determined after an order is received plus the applicable FESC. Growth Fund
receives the net asset value. The current FESC schedule, which varies with the
amount of the investment, and the allocation of the FESC between the Distributor
and your broker's employer, are the same as set forth for Class A shares. See
"Class A Shares--Initial Sales Charge Alternative." Growth Fund's Class I shares
are not subject to any Rule 12b-1 fees.

WAIVER OF SALES CHARGES. The FESC is not imposed on investments in Growth
Fund's Class I shares by any category of investors qualifying for FESC waivers
with respect to Class A shares. See "Class A Shares--Initial Sales Charge
Alternative--Waiver of Sales Charges." The FESC also is not imposed on
investments in Growth Fund's Class I shares by directors, officers, employees or
consultants to the Fund, the Investment Adviser or the Distributor, immediate
family members of such persons, lineal ancestors or descendants of such persons,
or accounts benefitting any of these persons.

SPECIAL PURCHASE PLANS--REDUCED SALES CHARGES. Certain investors (or groups
of investors) may qualify for reductions in, or waivers of, the sales charges on
Growth Fund Class I Shares. You should contact your broker or the Funds for
details about the Combined Purchase Privilege, Cumulative Quantity Discount and
Letter of Intention plans. Descriptions are also included in the attached
general authorization form and in the Statement of Additional Information. The
Distributor may amend or eliminate these special purchase plans at any time
without notice.

HOW TO REDEEM YOUR FUND SHARES

You normally may redeem your Fund shares on any business day at their net
asset value (minus any applicable CDSC) next determined after the Fund has
received your redemption request in good order. The Funds normally make payment
within three days thereafter. However, if you very recently purchased such
shares by personal check, your redemption payment may be delayed (typically for
not more than 15 days) to permit your check to clear.

If you own more than one Class of a Fund's shares, you should specify the
Class or Classes of shares being redeemed. The value of shares redeemed may be
more or less than their original cost depending upon their net asset value at
the time of redemption.

You may not redeem your Fund shares on any day that the New York Stock
Exchange is closed (normally, weekends and national holidays). The Funds also
may suspend your right of redemption if permitted by applicable laws and rules
that are designed to protect Fund shareholders (for example, when emergencies or
restrictions in the securities markets make it difficult or impossible for the
Funds to determine their net asset values or to sell their investments in an
orderly manner).

If redemptions cause any of your Fund accounts to fall below $1,000, and the
account remains below $1,000 for 60 days after the Fund notifies you in writing,
the Fund may close your account and mail you a check for your account balance.

21
<PAGE>
SIGNATURE GUARANTEES

Your request to sell shares must be made in writing and include a signature
guarantee if any of the following situations apply:

- You request to redeem more than $50,000 worth of shares.

- Your account registration or address has changed within the last 30 days.

- The check is being mailed to a different address than the one on your
account.

- The check is being made payable to someone other than the account owner.

- The redemption or exchange proceeds are being transferred to an account
with a different registration.

You should be able to obtain a signature guarantee from a bank,
broker-dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency or savings association. A NOTARY PUBLIC CANNOT
PROVIDE A SIGNATURE GUARANTEE.

CONTINGENT DEFERRED SALES CHARGE

Any applicable CDSCs will be calculated and based on the lesser of the net
asset value of the shares at the time of purchase or at the time of redemption.
No CDSC will be imposed on any redeemed shares that represent reinvestment of
distributions. The CDSC calculation will be determined in the manner that
results in the lowest rate being charged. Therefore, it will be assumed that a
redemption of Class B or Class C shares is made first of shares representing
reinvestment of distributions and then of remaining shares held by the
shareholder for the longest period of time. If you own Class A and Class B
shares, then unless you choose otherwise, your Class B shares not subject to a
CDSC will be redeemed in full prior to any redemption of your Class A shares not
subject to a CDSC. The CDSC will not be imposed: (a) when a Fund closes accounts
with balances under $1,000; (b) on redemptions when the shareholder dies or
becomes disabled (within the meaning of Section 72(m)(7) of the Internal Revenue
Code); and (c) on minimum distributions from IRAs processed under systematic
withdrawal plans.

REINSTATEMENT PRIVILEGE

The Distributor will credit back to your account that proportion of any CDSC
that you paid in connection with a redemption of Fund shares if, within 90 days
after such redemption, all or any portion of your redemption proceeds are
reinvested in shares of the same Class of any of the Funds. YOU MUST NOTIFY THE
FUND OF YOUR ELIGIBILITY FOR THIS CREDIT. The shares you receive at the time of
such reinvestment will be subject to the same CDSC to which such shares were
subject prior to the redemption. The CDSC period will run from the original
investment date but will be extended by the number of days between the
redemption date and the reinvestment date.

EXCHANGE PRIVILEGE

Except as provided below, you may exchange some or all of your Fund shares
for shares of equal value of the same class of another Fund. If your own Class A
or Class I shares of a Fund, you may exchange them for Class A shares (or Class
I shares, if you are eligible to purchase Class I shares) of another Fund.

22
<PAGE>
The minimum amount which you may exchange is $1,000. If you exchange shares
that are subject to a CDSC, the CDSC will not be charged when the exchange is
made. However, the acquired shares will be subject to the same CDSC as the
shares exchanged (as if no exchange had occurred). The Distributor may restrict
the frequency of, or otherwise modify, condition, terminate or impose charges
upon, exchanges. An exchange is considered a sale of shares on which you may
realize a capital gain or loss for income tax purposes. If you are considering
an exchange, you should obtain a prospectus of the Fund whose shares you wish to
acquire, and should read it carefully.

EXPEDITED TELEPHONE REDEMPTIONS

The Funds currently offer certain expedited redemption procedures. The
Transfer Agent charges a fee for wire transfers. If you are redeeming shares
worth at least $1,000 but not more than $25,000, you may redeem by calling the
Funds at 1-800-370-0612. You must have completed the applicable section of the
attached general authorization form before the telephone request is received.
The Funds will employ reasonable procedures to confirm that telephone
instructions are genuine, including requiring that payment be made only to your
address of record or to the bank account designated on the authorization form
and requiring certain means of telephonic identification. If a Fund fails to
employ such procedures, it may be liable for any losses suffered by you as a
result of fraudulent instructions. The proceeds of the redemption will be paid
by check mailed to your address of record or, if requested at the time of
redemption, by wire to the bank designated on the authorization form.

Your broker may allow you to effect an expedited redemption of Fund shares
purchased through your broker by notifying him or her of the amount of shares to
be redeemed. Your broker is then responsible for promptly placing the redemption
request with the Fund on your behalf.

MONTHLY CASH WITHDRAWAL PLAN

If you own Fund shares valued at $10,000 or more, you may open a Withdrawal
Plan and have a designated amount of money paid monthly to you or another
person. Contact the Funds for additional information.

DETERMINATION OF NET ASSET VALUE

The net asset value of each Class of each Fund's shares is determined once
daily as of 15 minutes after the close of business on the New York Stock
Exchange (generally 4:00 p.m., New York time) on each day the Exchange is open
for trading. The net asset value is computed by dividing the market value of the
securities held by the Fund attributable to the Class plus other assets
(including income accruals and other receivables) attributable to the Class
minus all liabilities (including expense accruals) attributable to the Class by
the total number of shares of such Class outstanding at such time.

23
<PAGE>
recent quoted asked price. Securities and assets for which market quotations are
not readily available are valued at fair value as determined in good faith by
the Board of Directors or by the Investment Adviser in accordance with policies
and procedures established by the Board of Directors. Short-term investments
that mature in 60 days or less are valued at amortized cost, which approximates
fair value.

DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES

DIVIDENDS AND OTHER DISTRIBUTIONS

Substantially all of each Fund's net investment income and net capital
gains, if any, will be paid to investors once a year. You may elect to receive
distributions in cash or in additional Fund shares (of the same Class of shares
to which the distribution relates). If you do not indicate a choice, your
distributions will be reinvested in Fund shares.

TAXES

Each Fund seeks to qualify as a "regulated investment company" under the
Internal Revenue Code. If so qualified, each Fund will not be subject to federal
income taxes to the extent its earnings are distributed on a timely basis. Each
Fund also intends to make distributions as required by the Internal Revenue Code
to avoid the 4% federal excise tax.

Distributions to you from a Fund's income and short-term capital gains will
be taxed at "ordinary income" rates. Long-term capital gain distributions will
be taxed at applicable long-term capital gains rates regardless of the length of
time you have held your Fund shares. A portion of a Fund's dividends may qualify
for the dividends received deduction for corporations. A Fund's distributions
will be taxable when they are paid, whether you take them in cash or reinvest
them in additional Fund shares, except that distributions declared in December
but paid in January are taxable as if paid on or before December 31. The federal
income tax status of all distributions will be reported to you annually. In
addition to federal income taxes, distributions may also be subject to state or
local taxes, and if you live outside the United States, the dividends and other
distributions could also be taxed by the country in which you live.

"BUYING A DISTRIBUTION"

On the date of a distribution by a Fund, the price of its shares is reduced
by the amount of the distribution. If you purchase shares of a Fund on or before
the record date ("buying a distribution"), you will pay the full price for the
shares (which includes realized but undistributed earnings and capital gains of
the Fund that accumulate throughout the year), and then receive a portion of the
purchase price back in the form of a taxable distribution. For this reason, most
taxable investors avoid buying Fund shares at or near the time of a large
distribution.

OTHER TAX INFORMATION

Under federal tax law, some shareholders may be subject to a 31% withholding
on reportable dividends, capital gains distributions and redemption payments
("backup withholding"). Generally, shareholders subject to backup withholding
will be those for whom a taxpayer identification number is not on file with the
Funds or any of its agents or who, to the Funds' or agent's knowledge, have
furnished an incorrect number. In order to avoid this withholding requirement,
you must certify that

24
<PAGE>
the taxpayer identification number provided is correct and that the investment
is not otherwise subject to backup withholding, or is exempt from backup
withholding.

THE FOREGOING TAX DISCUSSION IS GENERAL IN NATURE, AND YOU ARE ADVISED TO
CONSULT YOU TAX ADVISER REGARDING SPECIFIC QUESTIONS AS TO FEDERAL, STATE, LOCAL
OR FOREIGN TAXATION.

PERFORMANCE INFORMATION

Advertisements and other materials sent to investors may contain various
measures of the Funds' performance, including various expressions of total
return. Additionally, such advertisements and communications may occasionally
cite statistics to reflect the Funds' volatility or risk. Performance for each
Class of Fund shares may be calculated on the basis of average annual total
return and/ or cumulative total return. These total return figures reflect
changes in the price of the shares and assume that any distributions made by a
Fund during the measuring period were reinvested in shares of the same Class.

Cumulative total return represents the actual rate of return on an
investment for a specified period. The Financial Highlights Tables show total
return for a single fiscal period. Cumulative total return is generally quoted
for more than one year (E.G., the life of a Fund). Cumulative total return does
not show interim fluctuations in the value of an investment.

Average annual total return represents the average annual percentage change
of an investment over a specified period. It is calculated by taking the
cumulative total return for the stated period and determining what consistent
annual return would have produced the same cumulative total return. Average
annual total returns for more than one year tend to smooth out variations in a
Fund's return and are not the same as actual annual results.

In each case performance figures are based upon past performance. The
investment results of each Fund, like all other mutual funds, will fluctuate
over time; thus, performance figures should not be considered to represent what
an investment may earn in the future or what a Fund's total return or average
annual total return may be in any period.

The Funds' performance from time to time in reports or promotional
literature may be compared to generally accepted indices or analyses such as
those published by Lipper Analytical Service, Inc., Standard & Poor's
Corporation, The Frank Russell Company, Dow Jones & Company, Inc., CDA
Investment Technologies, Inc., Morningstar, Inc. and Investment Company Data
Incorporated. Performance ratings reported periodically in national financial
publications also may be used.

The Funds' Annual Report will contain certain performance information
regarding the Funds and will be made available to you free upon request.

GENERAL INFORMATION

Growth Fund and Jundt Funds, Inc. were organized as Minnesota corporations
on May 20, 1991 and October 26, 1995, respectively. Although Growth Fund and
Jundt Funds, Inc. are registered with the Securities and Exchange Commission,
the SEC does not supervise their management or investments.

25
<PAGE>
such Class. Additionally, shares of each Fund vote together (with each share
being entitled to one vote) on matters affecting the Fund generally (such as the
Fund's investment advisory agreement, fundamental investment policies and
similar matters). However, shares of each Class of a Fund generally vote alone
on matters affecting only such Class, such as such Class' Rule 12b-1 plan. In
addition, shares of all Classes of Emerging Fund, Opportunity Fund and
Twenty-Five Fund generally vote together (with each share being entitled to one
vote) with respect to the Board of Directors, independent auditors and other
general matters affecting Jundt Funds, Inc. Each Fund's shares are freely
transferable. The Board of Directors may designate additional classes of shares
of each Fund, each with different sales arrangements and expenses, but has no
current intention of doing so. In addition, the Board of Directors may designate
additional series of Jundt Funds, Inc., each to represent a new mutual fund.

The Funds are not required, and therefore do not intend, to hold annual or
periodic shareholder meetings. The Board of Directors may decide to call a
meeting at any time, and the Funds may be required by Minnesota or federal law
to hold shareholder meetings in certain circumstances.

Under Minnesota law, the Board of Directors has overall responsibility for
managing the Funds. In doing so, the directors must act in good faith, in the
Funds' best interests and with ordinary prudence. The Articles of Incorporation
of Growth Fund and Jundt Funds, Inc. limit the liability of officers and
directors to the fullest extent permitted by law.

For a further discussion of the above matters, see "General Information" in
the Statement of Additional Information.

26
<PAGE>
JUNDT FAMILY OF FUNDS GENERAL AUTHORIZATION FORM
(CLASS I SHARES ONLY)
QUESTIONS: CALL THE FUNDS AT 1-800-370-0612

I wish to establish or revise my account in the Funds checked below in
accordance with these instructions, the terms and conditions of this form and
the current Prospectus of the Funds, a copy of which I have received.

<TABLE>
<S> <C> <C>
INSTRUCTIONS: 1) Please complete Sections A through F, as applicable. Be sure to sign the certifications in
Section F. ALL SHAREHOLDERS MUST SIGN THE GENERAL AUTHORIZATION FORM EXACTLY AS THEIR NAMES
APPEAR IN SECTION A. BE SURE ALL JOINT TENANTS SIGN. ONLY THE CUSTODIAN FOR A MINOR MUST SIGN.
FIDUCIARIES AND OFFICERS OF CORPORATIONS OR OTHER ORGANIZATIONS SHOULD INDICATE THEIR CAPACITY
OR TITLE.
2) Please send this completed form and your check payable to each Fund in which you are investing
to:
JUNDT FAMILY OF FUNDS, P.O. BOX 419168, KANSAS CITY, MO 64141-6168.
3) If you wish to invest by telephone, call the Funds at 1-800-370-0612. The Funds will assign a
new account number to you. Then instruct your commercial bank to wire transfer "Federal Funds"
via the Federal Reserve System to: STATE STREET BANK & TRUST COMPANY, ABA #011000028; FOR CREDIT
OF: [NAME OF FUND]; ACCOUNT NO.: 9905 154 2; ACCOUNT NUMBER: [ASSIGNED BY TELEPHONE].

SEE "HOW TO BUY FUND SHARES" IN THE PROSPECTUS FOR ORDER EFFECTIVENESS AND FURTHER INFORMATION.
</TABLE>

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

<TABLE>
<S> <C>
A. ACCOUNT
REGISTRATION / / Individual ------------------------------------------------------------------------------------------
First Name Middle Last Name Social Security #

1. NAME / / Joint Investor* ---------------------------------------------------------------------------------------
First Name Middle Last Name Social Security #

*The account will be registered "Joint tenants with rights of survivorship" unless otherwise specified.

/ / Trust Account -----------------------------------------------------------------------------
Name of Trust Tax Identification #

----------------------------------------------------------------------------------------------
Date of Trust Trustee(s)

/ / Corporation, Partnership or Other Entity ------------------------------------------------------------
Type of Entity Tax Identification #

----------------------------------------------------------------------------------------------
Name of Entity
</TABLE>

<TABLE>
<S> <C> <C>
/ / Transfer/Gift to Minors
---------------------------------------------------------------------------
Custodian's Name (one name only) Minor's State of Residence

---------------------------------------------------------------------------
Minor's Name Minor's Social Security #
</TABLE>

<TABLE>
<S> <C> <C> <C> <C> <C>
2. ADDRESS ( )
-------------------------------------------------- -----------------------------------------
Address/Apt. No. Area Code Business Telephone

( )
-------------------------------------------------- -----------------------------------------
City State Zip Code Area Code Home Telephone
</TABLE>

<PAGE>
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
B. INITIAL The minimum initial investment is $1,000. NOTE: THE FUNDS WILL NOT ACCEPT THIRD PARTY
INVESTMENT CHECKS.
</TABLE>

<TABLE>
<C> <S>
- You must complete the attached Eligibility Certification Statement.
- Choose one dividend and capital gains distribution option for each Fund. IF NO ELECTION IS MADE, DIVIDENDS AND
CAPITAL GAINS DISTRIBUTIONS WILL AUTOMATICALLY BE REINVESTED. Indicate whether cash distributions should be
sent by check to your address of record or deposited directly in your bank account.
</TABLE>

<TABLE>
<S> <C>
/ / Deposit directly into my bank account. ATTACHED IS A VOIDED CHECK OR A SAVINGS DEPOSIT FORM SHOWING
THE BANK ACCOUNT WHERE I WOULD LIKE YOU TO DEPOSIT DIVIDENDS AND DISTRIBUTIONS.
/ / Savings / / Checking
/ / Mail check to my address listed in Section A.
</TABLE>

<TABLE>
<CAPTION>
DIVIDENDS AND
AMOUNT YOU ARE DISTRIBUTIONS
FUND NAME INVESTING REINVESTED IN CASH
<S> <C> <C> <C>
/ / Jundt Growth Fund $ / / / /
------------------
/ / Jundt U.S. Emerging Growth Fund $ / / / /
------------------
/ / Jundt Opportunity Fund $ / / / /
------------------
/ / Jundt Twenty-Five Fund $ / / / /
------------------
</TABLE>

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

<TABLE>
<S> <C>
C. AUTOMATIC / / Please arrange with my bank to invest the amount indicated below ($50 minimum) per month in
INVESTMENT the Funds indicated.
PLAN
Please charge my bank account on the 5th day (or next business day) of each month. ATTACHED IS
A VOIDED CHECK, PHOTOCOPY OF A CHECK OR A SAVINGS DEPOSIT FORM SHOWING THE BANK ACCOUNT ON
WHICH THE INVESTMENT IS GOING TO BE DRAWN.
/ / Savings / / Checking
</TABLE>

<TABLE>
<S> <C>
/ / Deposit directly into my bank account specified above.
/ / Mail check to my address listed in Section A.
</TABLE>

<TABLE>
<CAPTION>
AMOUNT YOU WANT DIVIDENDS AND
INVESTED EACH DISTRIBUTIONS
FUND NAME MONTH REINVESTED IN CASH
<S> <C> <C> <C>
/ / Jundt Growth Fund $ / / / /
------------------
/ / Jundt U.S. Emerging Growth Fund $ / / / /
------------------
/ / Jundt Opportunity Fund $ / / / /
------------------
/ / Jundt Twenty-Five Fund $ / / / /
------------------
</TABLE>

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

<TABLE>
<S> <C>
D. TELEPHONE SEE TERMS AND CONDITIONS FOR TELEPHONE REDEMPTIONS UNDER "HOW TO REDEEM FUND SHARES --
REDEMPTION PRIVILEGE EXPEDITED REDEMPTIONS -- EXPEDITED TELEPHONE REDEMPTION" IN THE PROSPECTUS. Please indicate by
checking the box below if you want the Telephone Redemption Privilege:
/ / I hereby elect the Telephone Redemption Privilege. PROVIDED THE TRANSFER AGENT AND THE
FUNDS EMPLOY THE PROCEDURES DESCRIBED IN THE PROSPECTUS, I WILL INDEMNIFY AND HOLD HARMLESS THE
TRANSFER AGENT, THE DISTRIBUTOR AND THE FUNDS FROM AND AGAINST ALL LOSSES, CLAIMS, EXPENSES
AND LIABILITIES THAT MAY ARISE OUT OF, OR BE IN ANY WAY CONNECTED WITH, A REDEMPTION OF
SHARES UNDER THIS EXPEDITED REDEMPTION PROCEDURE. Proceeds will be mailed to my address of
record or wired to the bank account designated below. ATTACHED IS A VOIDED CHECK, PHOTOCOPY
OF A CHECK OR A SAVINGS DEPOSIT FORM SHOWING THE BANK ACCOUNT TO WHICH PROCEEDS OF $1,000
OR MORE MAY BE WIRED IF REQUESTED.
/ / Savings / / Checking
</TABLE>

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

<TABLE>
<S> <C>
E. MONTHLY / / Please send a check for the amounts specified below on the 20th day (or preceding business
WITHDRAWAL day) of each month (minimum $100) from the Funds indicated below. This service is available
only for accounts with balances of $10,000 or more. A contingent deferred sales charge may
apply to redemptions of shares. Refer to "How to Redeem Fund Shares" in the Prospectus.
</TABLE>

<TABLE>
<CAPTION>
AMOUNT OF MONTHLY
FUND NAME WITHDRAWAL
<S> <C>
/ / Jundt Growth Fund $
------------------
/ / Jundt U.S. Emerging Growth Fund $
------------------
/ / Jundt Opportunity Fund $
------------------
/ / Jundt Twenty-Five Fund $
------------------
</TABLE>

<PAGE>
________________________________________________________________________________
F. SIGNATURE
AND
CERTIFICATION

Substitute Form W-9 JUNDT FAMILY OF FUNDS

<TABLE>
<S> <C> <C>
SIGNATURE CARD AND ----------------------------------------
TAXPAYER IDENTIFICATION NUMBER CERTIFICATION Account Number (to be completed by the Fund)
</TABLE>

________________________________________________________________________________

<TABLE>
<S> <C> <C>
PART I
--------------------------------------
Social Security Number
-----------------------------------------------
Name PLEASE PRINT
-----------------------------------------------
REQUIRED -> or
-----------------------------------------------
Tax Identification Number

-----------------------------------------------
NOTE: If the account is in more than one name, give the
actual owner of the account or the first name
listed on the account and their Tax Identification NOTE: If UGMA/UTMA, provide minor's Social
Number. Security or Tax Identification Number.
Tax Residency: / / U.S. / / Other ---------------
(If you are not a U.S. tax resident,
please attach Form W-8 to this application.)
</TABLE>

________________________________________________________________________________

<TABLE>
<S> <C>
PART II Are you an organization that meets the Internal Revenue Service ("IRS") definition of an exempt payee (I.E., corpora-
tions, the United States and its agencies, a state, etc., qualify as exempt but individuals DO NOT qualify as exempt)?
Yes / / No / /
</TABLE>

________________________________________________________________________________
CERTIFICATION: UNDER PENALTIES OF PERJURY, I CERTIFY THAT:

(1) THE NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER IDENTIFICATION NUMBER;
AND

(2) I AM NOT SUBJECT TO BACKUP WITHHOLDING EITHER BECAUSE I HAVE NOT BEEN
NOTIFIED BY THE IRS THAT I AM SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A
FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR THE IRS HAS NOTIFIED ME THAT
I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING.

CERTIFICATION INSTRUCTIONS: You must cross out item (2) above if you have been
notified by IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return.

I hereby certify that I have received a current Prospectus, agree to be bound by
its terms, and that I am empowered and duly authorized to execute and carry out
the terms of this General Authorization Form and to purchase and hold the shares
subscribed for thereby, and further certify that this General Authorization Form
has been duly and validly executed on behalf of the person or entity listed
above and constitutes a legal and binding obligation of such person or entity.

I hereby acknowledge that it is my obligation to notify my investment
representative (at the time of investment) about my eligibility for any of the
special purchase plans detailed in the Prospectus. Absent such notification,
none of such plans will automatically be applied to any investment in Fund
shares, and I have waived my eligibility for all applicable plans.

THE IRS DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER
THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.

________________________________________________________________________________
PLEASE
REQUIRED
SIGN HERE
Signature-> Date->
________________________________________________________________________________

JOINT
Signature-> Date->
________________________________________
INVESTORS
PLEASE
SIGN HERE
Signature-> Date->
________________________________________________________________________________
Please be sure to have all joint shareholders sign this card.

________________________________________________________________________________
NOTE: THIS SIGNED PAGE MUST ACCOMPANY THE PREVIOUS PAGE OF GENERAL AUTHORIZATION
FORM
<PAGE>
JUNDT FAMILY OF FUNDS
ELIGIBILITY CERTIFICATION STATEMENT

Name: ___________________________________________________________________

ELIGIBILITY TO PURCHASE CLASS I SHARES

The above-named purchaser is eligible to purchase Class I shares of the
Funds because it falls into the following categories of investors:

(CHECK ALL BOXES THAT APPLY)

/ / Director, officer, employee or consultant of the Funds
(including partners and employees of outside legal counsel to the Funds), Jundt
Associates, Inc. or U.S. Growth Investments, Inc. or a member of the immediate
family, or a lineal ancestor or descendant, of any such person. Please give
details, including name of person and company or firm:

_______________________________________________________________________________

/ / Account for the benefit of any of the foregoing. Please
explain:

_______________________________________________________________________________

I hereby certify that the enclosed investment represents a purchase of
Fund shares for myself or a beneficial account. I also certify that, as
described in the Funds' current Prospectus, I am eligible to purchase Class I
shares, and I will notify the Funds in the event I cease to be so eligible.

Signature: ______________________________

Date: _______________________________
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

JUNDT GROWTH FUND
JUNDT U.S. EMERGING GROWTH FUND
JUNDT OPPORTUNITY FUND
JUNDT TWENTY-FIVE FUND
------------------

PROSPECTUS
MAY 1, 1998
AS SUPPLEMENTED IN JANUARY 1999

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

TABLE OF CONTENTS

<TABLE>
<S> <C>
Summary of Risk Factors............... 2
Fees and Expenses..................... 3
Financial Highlights.................. 7
Investment Objectives and Policies.... 10
Management of the Funds............... 14
How to Buy Fund Shares................ 17
How to Redeem Your Fund Shares........ 21
Determination of Net Asset Value...... 23
Dividends, Other Distributions and
Taxes................................ 24
Performance Information............... 25
General Information................... 25
</TABLE>

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE JUNDT GROWTH FUND, INC., JUNDT FUNDS, INC., THE INVESTMENT
ADVISER OR THE DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR THE SOLICITATION OF AN OFFER TO BUY, SHARES OF ANY FUND IN ANY STATE OR
JURISDICTION IN WHICH SUCH OFFERING OR SOLICITATION MAY NOT LAWFULLY BE MADE.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE
ANY IMPLICATION THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.

INVESTMENT ADVISER
Jundt Associates, Inc.
1550 Utica Avenue South,
Suite 950
Minneapolis, Minnesota 55416

DISTRIBUTOR
U.S. Growth Investments, Inc.
1550 Utica Avenue South,
Suite 950
Minneapolis, Minnesota 55416

ADMINISTRATOR
Princeton Administrators, L.P.
P.O. Box 9095
Princeton, New Jersey 08543

TRANSFER AGENT
Investors Fiduciary Trust Company
330 West 9th Street
Kansas City, Missouri 64105

CUSTODIAN
Norwest Bank Minnesota, N.A.
Sixth and Marquette
Minneapolis, Minnesota 55479

INDEPENDENT AUDITORS
KPMG Peat Marwick LLP
99 High Street
Boston, Massachusetts 02110

LEGAL COUNSEL
Faegre & Benson LLP
2200 Norwest Center
Minneapolis, Minnesota 55402

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
JUNDT GROWTH FUND
JUNDT U.S. EMERGING GROWTH FUND
JUNDT OPPORTUNITY FUND
JUNDT TWENTY-FIVE FUND

1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
1-800-370-0612
------------------------

The Jundt Growth Fund, Inc. ("Growth Fund"), Jundt U.S. Emerging Growth Fund
("Emerging Fund"), Jundt Opportunity Fund ("Opportunity Fund") and Jundt
Twenty-Five Fund ("Twenty-Five Fund") (collectively, the "Funds") are
professionally managed mutual funds. Investors in each Fund become Fund
shareholders. Each Fund offers its shares in four classes (Classes A, B, C and
I), each subject to different selling and other expenses. This Prospectus
relates to each Fund's Class I shares (which are available only to certain
investors).

Each Fund's investment objective is long-term capital appreciation. However,
each Fund employs its own investment strategy and therefore involves different
risks.

- GROWTH FUND is a diversified fund that maintains a core portfolio of 30 to
50 stocks of primarily medium-size to larger American growth companies.

- EMERGING FUND is a diversified fund that maintains a core portfolio of 30
to 50 stocks of primarily American emerging growth companies.

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

PROSPECTUS DATED MAY 1, 1998
AS SUPPLEMENTED IN JANUARY 1999

(CLASS I SHARES ONLY)
<PAGE>
SUMMARY OF RISK FACTORS

While mutual funds are a convenient and potentially rewarding way to invest,
they do not always meet their objectives. Please remember that you could lose
money with these investments.

The risks of investing in each Fund are more fully explained under
"Investment Objectives and Policies" below.

2
<PAGE>
FEES AND EXPENSES

The following table illustrates the expenses and fees you would incur as an
investor in Class I shares of each Fund and is designed to assist you in making
investment decisions. Of course, if you are contemplating an investment in a
Fund, you should also consider other relevant factors, including the Fund's
investment objective and historical performance.

<TABLE>
<CAPTION>
GROWTH EMERGING OPPORTUNITY TWENTY-FIVE
FUND FUND FUND FUND
------ -------- ----------- -----------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Maximum Sales Charge Imposed on Purchases....... NONE(a) NONE NONE NONE
Sales Charge Imposed on Dividend Reinvestments.. NONE NONE NONE NONE
Maximum Deferred Sales Load(b).................. NONE(a) NONE NONE NONE
Redemption Fees(b) and Exchange Fees............ NONE NONE NONE NONE
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF
AVERAGE NET ASSETS):
Investment Advisory Fees(c)..................... 1.00% 1.00% 1.30% 1.30%
Rule 12b-1 Fees................................. NONE NONE NONE NONE
Other Expenses (after reimbursements)(d)........ 0.93% 0.55% 0.59% 0.70%
------ -------- ----------- -----------
TOTAL FUND OPERATING EXPENSES (AFTER
REIMBURSEMENTS)(d) . . 1.93% 1.55% 1.89% 2.00%
------ -------- ----------- -----------
------ -------- ----------- -----------
</TABLE>

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

(a) Class I shares of Growth Fund are also offered, in a separate prospectus, to
persons that were shareholders on December 28, 1995 and that have continued
to be shareholders in one or more of the Funds ever since (and accounts
benefitting such persons); however, these persons are required to pay a
front-end sales charge of up to 5.25% of the offering price at the time of
purchase or, if their investment is for $1 million or more, their shares are
subject to a contingent deferred sales charge of up to 1% at the time of
redemption.

(b) Service agents and brokers may charge a nominal fee for effecting
redemptions of Fund shares.

(c) The investment advisory fee paid by each Fund is higher than the investment
advisory fee paid by most other mutual funds.

(d) The Investment Adviser has voluntarily agreed to reimburse Emerging Fund,
Opportunity Fund and Twenty-Five Fund for Fund operating expenses in excess
of the percentages indicated in the above tables during the year ending
December 31, 1998. Thereafter, the Investment Adviser may discontinue or
modify such reimbursements. Other Expenses and Total Fund Operating Expenses
for Class I shares for the year ended December 31, 1997 would have been
approximately 2.10% and 3.10%, respectively, for Emerging Fund, and 5.02%
and 6.32%, respectively, for Opportunity Fund. Absent voluntary expense
reimbursements, Other Expenses and Total Fund Operating Expenses for
Twenty-Five Fund's Class I shares for the year ending December 31, 1998 are
estimated to be approximately 2.42% and 3.72%, respectively.

3
<PAGE>
EXAMPLES:

The following examples illustrates the expenses you would incur on a $1,000
investment over various periods, assuming a 5% annual return and redemption at
the end of each period:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Growth Fund Class I...................................... $ 20 $ 61 $ 104 $ 225
Emerging Fund Class I.................................... 16 49 84 188
Opportunity Fund Class I................................. 19 59 102 221
Twenty-Five Fund Class I................................. 20 63 N/A N/A
</TABLE>

The purpose of the fee and expense information set forth above is to assist
you in understanding the various costs and expenses that you would bear directly
or indirectly in each Fund's Class I shares. You will find more detailed
information about these expenses under "Management of the Funds." The Annual
Fund Operating Expenses for Growth Fund, Emerging Fund and Opportunity Fund are
based on actual expenses for the year ended December 31, 1997. The Annual Fund
Operating Expenses for Twenty-Five Fund represent management's good faith
estimate of Fund expenses (after voluntary expense reimbursements) for the year
ending December 31, 1998. THE FOREGOING INFORMATION SHOULD NOT BE CONSIDERED
REPRESENTATIONS OF PAST OR FUTURE RETURNS OR EXPENSES WHICH MAY BE HIGHER OR
LOWER THAN THOSE SHOWN.

4
<PAGE>
FINANCIAL HIGHLIGHTS

The following Financial Highlights of the Funds' Class I shares have been
audited by KPMG Peat Marwick LLP, the Funds' independent auditors, whose report
thereon was unqualified. You should read the Financial Highlights in conjunction
with the financial statements of the Funds, including the notes and the
independent auditors' report, included in the 1997 Annual Report to
Shareholders. The Annual Report also contains further information about the
performance of the Funds. You may obtain copies without charge by calling the
Funds at 1-800-370-0612. The Annual Report is incorporated by reference in the
Statement of Additional Information and in this Prospectus. Prior to December
29, 1995, Growth Fund operated as a closed-end investment company.

GROWTH FUND

<TABLE>
<CAPTION>
YEAR ENDED
YEAR ENDED DECEMBER 31, PERIOD FROM JUNE 30, PERIOD FROM
----------------------------------- 7/1/94 TO ----------------------- 9/3/91* TO
PER SHARE DATA 1997 1996 1995 12/31/94 1994 1993 6/30/92
- ----------------------------------- -------- -------- --------- ----------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period........................... $ 13.69 $ 11.95 $ 14.95 $ 13.53 $ 15.10 $ 13.78 $ 14.07
-------- -------- --------- ----------- --------- --------- -----------
Operations:
Net investment income (loss)..... (0.19) (0.23) (0.12) (0.07) (0.11) (0.05) 0.13
Net realized and unrealized gain
(loss) on investments and
futures transactions........... 1.63 2.05 2.71 1.83 (0.57) 1.38 (0.30)
-------- -------- --------- ----------- --------- --------- -----------
Total from operations.............. 1.44 1.82 2.59 1.76 (0.68) 1.33 (0.17)
Distributions to shareholders:
From investment income--net...... -- -- -- -- -- (0.01) (0.12)
From realized capital
gains--net..................... (0.85) (0.08) (5.59) -- (0.52) -- --
Tax return of capital.............. -- -- -- (0.34) (0.37) -- --
-------- -------- --------- ----------- --------- --------- -----------
Net asset value, end of period..... $ 14.28 $ 13.69 $ 11.95 $ 14.95 $ 13.53 $ 15.10 $ 13.78
-------- -------- --------- ----------- --------- --------- -----------
-------- -------- --------- ----------- --------- --------- -----------
Total investment return(1)......... 10.85% 15.22% 17.81% 13.06% (4.53)% 9.64% (1.30)%
Net assets at end of period (000s
omitted)......................... $ 80,964 $ 96,458 $ 140,642 $223,317 $ 202,192 $ 473,768 $465,055
Ratio of expenses to average net
assets........................... 1.93% 1.88% 1.60% 1.58%+ 1.55% 1.40% 1.37%+
Ratio of net investment income
(loss) to average net assets..... (1.22)% (1.56)% (0.72)% (0.98)%+ (0.63)% (0.36)% 1.05%+
Portfolio turnover rate (excluding
short-term securities)........... 115% 57% 155% 19% 70% 66% 20%
Average commission per share(2).... $ 0.0600 $ .0599 N/A N/A N/A N/A N/A
-------- -------- --------- ----------- --------- --------- -----------
-------- -------- --------- ----------- --------- --------- -----------
</TABLE>

- ----------------------------------
* Commencement of operations.

(2) For fiscal years beginning in 1996, Growth Fund is required to disclose its
average commission rate per share for purchases and sales of investment
securities subject to a commission.

+ Adjusted to an annual basis.

5
<PAGE>
EMERGING FUND

<TABLE>
<CAPTION>
YEAR ENDED PERIOD FROM 1/2/96
PER SHARE DATA 12/31/97 TO 12/31/96*
- -------------------------------------------------- ---------- -------------------
<S> <C> <C>
Net asset value, beginning of period.............. $ 12.51 $ 10.00
---------- --------
Operations:
Investment loss--net............................ (0.07) (0.11)
Net realized and unrealized gain (loss) on
investments and futures transactions.......... 4.12 4.53
---------- --------
Total from operations............................. 4.05 4.42
Distributions to shareholders:
From realized capital gains--net................ (3.31) (1.91)
---------- --------
Net asset value, end of period.................... $ 13.25 $ 12.51
---------- --------
---------- --------
Total investment return(1)........................ 33.87% 44.32%
Net assets at end of period (000s omitted)........ $ 11,773 $ 9,025
Ratio of expenses, before reimbursements, to
average net assets.............................. 3.10% 3.44%+
Ratio of expenses, net of reimbursements, to
average net assets.............................. 1.55% 1.55%+
Ratio of net investment loss to average net
assets.......................................... (0.63)% (1.09)%+
Portfolio turnover rate (excluding short-term
securities)..................................... 264% 204%
Average commission per share...................... $ 0.0600 $0.0600
---------- --------
---------- --------
</TABLE>

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

* Commencement of operations.

+ Adjusted to an annual basis.

6
<PAGE>
OPPORTUNITY FUND

<TABLE>
<CAPTION>
YEAR ENDED PERIOD FROM 12/26/96
PER SHARE DATA 12/31/97 TO 12/31/96*
- -------------------------------------------------- ---------- ---------------------
<S> <C> <C>
Net asset value, beginning of period.............. $ 9.87 $ 10.00
---------- -------
Operations:
Investment loss--net............................ (0.14) --
Net realized and unrealized gain (loss) on
investments, futures transactions and short
sale transactions............................. 4.12 (0.13)
---------- -------
Total from operations............................. 3.98 (0.13)
Distributions to shareholders:
From realized capital gains--net................ (2.79) --
---------- -------
Net asset value, end of period.................... $ 11.06 $ 9.87
---------- -------
---------- -------
Total investment return(1)........................ 41.45% (1.30)%
Net assets at end of period (000s omitted)........ $ 3,973 $ 286
Ratio of expenses, before reimbursements, to
average net assets.............................. 6.70% 3.98%+
Ratio of expenses, excluding interest expense, to
average net assets.............................. 6.32% 3.98%+
Ratio of expenses, net of reimbursements and
excluding interest expense, to average net
assets.......................................... 1.89% 1.89%+
Ratio of net investment loss to average net
assets.......................................... (1.56)% (1.89)%+
Portfolio turnover rate (excluding short-term
securities)..................................... 298% 0%
Average commission per share(2)................... $ 0.0600 N/A
---------- -------
---------- -------
</TABLE>

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

* Commencement of operations.

+ Adjusted to an annual basis.

(2) For the period ended December 31, 1996, Opportunity Fund did not incur
commissions as a result of securities being purchased in the
over-the-counter market.

7
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES

INVESTMENT OBJECTIVES

INVESTMENT POLICIES AND RISK CONSIDERATIONS

In pursuing its investment objective, each Fund employs its own investment
strategy and policies. An investment in each Fund, therefore, involves different
risks.

8
<PAGE>
growth in revenue and earnings. The Investment Adviser believes that such
companies offer investors the greatest potential for long-term capital
appreciation. The Investment Adviser uses a long-term fundamental approach in
identifying such companies. A "fundamental" approach includes looking at a
company's revenue and earnings growth, competitive advantages, management and
market opportunities and evaluating whether its stock is fairly valued at the
current market price. In general, the Investment Adviser selects investments
without regard to industry sectors and other defined selection procedures.

9
<PAGE>
DEBT SECURITIES. In normal market conditions, each Fund may invest up to
35% of its total assets in "investment grade" debt securities. However, when the
Investment Adviser believes that a defensive investment posture is warranted,
each Fund may invest without limitation in investment grade debt securities.
Debt securities are "investment grade" if they are rated Baa or higher by
Moody's Investors Service, Inc. ("Moody's") or BBB or higher by Standard &
Poor's Corporation ("S&P") or, if they are unrated, if the Investment Adviser
believes that they are comparable in quality. Securities rated Baa or BBB (and
similar unrated securities) lack outstanding investment characteristics, have
speculative characteristics, and are subject to greater credit and market risks
than higher-rated securities. A Fund will not necessarily dispose of an
investment if, after its purchase, its rating slips below investment grade.
However, the Investment Adviser will monitor such investments closely and will
sell such investments if the Investment Adviser at any time believes that it is
in the Fund's best interests. Each Fund also may invest in non-investment grade
"convertible" debt securities. See "Convertible Securities."

10
<PAGE>
correlate perfectly with the changes in the market value of the securities
subject to a hedge. As a result, even a correct market forecast could result in
an unsuccessful hedging transaction.

11
<PAGE>
PORTFOLIO TURNOVER. Each Fund is managed for long-term capital
appreciation. However, the Fund's annual portfolio turnover rates (a measure of
change in fund investments) have from time to time historically exceeded 100%.
Higher portfolio turnover generally involves additional transaction costs to a
Fund and may also result in faster realization of taxable capital gains.

INVESTMENT RESTRICTIONS

BROKERAGE AND PORTFOLIO TRANSACTIONS

Consistent with the rules and regulations of the National Association of
Securities Dealers, Inc., the Investment Adviser may consider distribution of
Fund shares when choosing broker-dealers.

MANAGEMENT OF THE FUNDS

12
<PAGE>
INVESTMENT ADVISER

PORTFOLIO MANAGERS

Effective in January of 1999, Donald M. Longlet and Thomas L. Press,
formerly portfolio managers of the Funds and the Adviser, resigned from the
Adviser.

ADMINISTRATOR

13
<PAGE>
DISTRIBUTOR

U.S. Growth Investments, Inc. (the "Distributor"), a firm owned by James R.
Jundt, serves as the distributor for each Fund. There are no Rule 12b-1 plans or
expenses affecting any Fund's Class I shares.

The Distributor may pay certain cash incentives of up to $100 and/or non
cash incentives to its investment executives and other authorized firms. In some
instances, other incentives may be made available only to selected
broker-dealers and financial institutions, based on certain objective standards.
In addition, the Distributor may pay additional amounts to qualifying
broker-dealers or firms for certain services or activities which are primarily
intended to result in sales of Fund shares.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND CUSTODIAN; SUBACCOUNTING AGENTS

YEAR 2000 ISSUES

HOW TO BUY FUND SHARES

Each Fund's Class I shares are being offered in this Prospectus only to
directors, officers, employees or consultants to the Fund (including partners
and employees of the Fund's legal counsel), the Investment Adviser and the
Distributor, immediate family members of such persons, and lineal ancestors
(parents, grandparents, etc.) and descendants (children, grandchildren, etc.) of
such persons. Accounts benefitting any of such persons may also purchase Class I
shares.

Each Fund's Class I shares are sold to such persons at their net asset value
next determined after an order is received. The applicable Fund receives the
entire net asset value per share.

14
<PAGE>
Agent and firms that have selling agreements with the Distributor. MOST FIRMS
ARE NOT AUTHORIZED TO SELL CLASS I SHARES. You may buy Class I shares by opening
an account either by mail or by phone.

AUTOMATIC INVESTMENT PLAN. You may make automatic monthly investments
through each Fund's Automatic Investment Plan. For additional information, call
your broker or the Funds.

HOW TO REDEEM YOUR FUND SHARES

You normally may redeem your Fund shares on any business day at their net
asset value next determined after the Fund has received your redemption request
in good order. The Funds normally make payment within three days thereafter.
However, if you very recently purchased such shares by personal check, your
redemption payment may be delayed (typically for not more than 15 days) to
permit your check to clear.

The value of shares redeemed may be more or less than their original cost
depending upon their net asset value at the time of redemption.

15
<PAGE>
SIGNATURE GUARANTEES

Your request to sell shares must be made in writing. Additionally, a
signature guarantee may be required if any of the following situations apply:

- You request to redeem more than $50,000 worth of shares.

- Your account registration or address has changed within the last 30 days.

- The check is being mailed to a different address than the one on your
account.

- The check is being made payable to someone other than the account owner.

- The redemption or exchange proceeds are being transferred to an account
with a different registration.

EXCHANGE PRIVILEGE

Except as provided below, you may exchange some or all of your Class I Fund
shares for Class I shares of equal value of another Fund.

The minimum amount which you may exchange is $1,000. The Distributor may
restrict the frequency of, or otherwise modify, condition, terminate or impose
charges upon, exchanges. An exchange is considered a sale of shares on which you
may realize a capital gain or loss for income tax purposes. If you are
considering an exchange, you should obtain a prospectus of the Fund whose shares
you wish to acquire, and should read it carefully.

EXPEDITED TELEPHONE REDEMPTIONS

16
<PAGE>
MONTHLY CASH WITHDRAWAL PLAN

DETERMINATION OF NET ASSET VALUE

The net asset value of each Fund's shares is determined once daily as of 15
minutes after the close of business on the New York Stock Exchange (generally
4:00 p.m., New York time) on each day the Exchange is open for trading. The net
asset value is computed by dividing the market value of the securities held by
the Fund attributable to the Class plus other assets (including income accruals
and other receivables) attributable to the Class minus all liabilities
(including expense accruals) attributable to the Class by the total number of
shares of such Class outstanding at such time.

Securities which are traded on an exchange or on the NASDAQ National Market
System are valued at the last sale price on the exchange or market as of the
close of business on the valuation date. Securities for which there were no
sales on the date of valuation and securities traded on other over-the-counter
markets, including listed securities for which the primary market is believed to
be over-the-counter, are valued at the average of the most recent bid and asked
prices. Options are valued at market value or fair value if no market exists.
Futures contracts are valued in a like manner, except that open futures contract
sales are valued using the closing settlement price or, if none, the most recent
quoted asked price. Securities and assets for which market quotations are not
readily available are valued at fair value as determined in good faith by the
Board of Directors or by the Investment Adviser in accordance with policies and
procedures established by the Board of Directors. Short-term investments that
mature in 60 days or less are valued at amortized cost, which approximates fair
value.

DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES

DIVIDENDS AND OTHER DISTRIBUTIONS

Substantially all of each Fund's net investment income and net capital
gains, if any, will be paid to investors once a year. You may elect to receive
distributions in cash or in additional Class I shares. If you do not indicate a
choice, your distributions will be reinvested in Fund shares.

TAXES

17
<PAGE>
before December 31. The federal income tax status of all distributions will be
reported to you annually. In addition to federal income taxes, distributions may
also be subject to state or local taxes, and if you live outside the United
States, the dividends and other distributions could also be taxed by the country
in which you live.

"BUYING A DISTRIBUTION"

OTHER TAX INFORMATION

THE FOREGOING TAX DISCUSSION IS GENERAL IN NATURE, AND YOU ARE ADVISED TO
CONSULT YOU TAX ADVISER REGARDING SPECIFIC QUESTIONS AS TO FEDERAL, STATE, LOCAL
OR FOREIGN TAXATION.

PERFORMANCE INFORMATION

18
<PAGE>
In each case performance figures are based upon past performance. The
investment results of each Fund, like all other mutual funds, will fluctuate
over time; thus, performance figures should not be considered to represent what
an investment may earn in the future or what a Fund's total return or average
annual total return may be in any period.

The Funds' Annual Report will contain certain performance information
regarding the Funds and will be made available to you free upon request.

GENERAL INFORMATION

Shares of each Class of a Fund generally have the same voting, dividend,
liquidation and other rights. However, expenses relating to the distribution of
each Class (Rule 12b-1 fees) are paid solely by such Class. Additionally, shares
of each Fund vote together (with each share being entitled to one vote) on
matters affecting the Fund generally (such as the Fund's investment advisory
agreement, fundamental investment policies and similar matters). However, shares
of each Class of a Fund generally vote alone on matters affecting only such
Class, such as such Class' Rule 12b-1 plan. In addition, shares of all Classes
of Emerging Fund, Opportunity Fund and Twenty-Five Fund generally vote together
(with each share being entitled to one vote) with respect to the Board of
Directors, independent auditors and other general matters affecting Jundt Funds,
Inc. Each Fund's shares are freely transferable. The Board of Directors may
designate additional classes of shares of each Fund, each with different sales
arrangements and expenses, but has no current intention of doing so. In
addition, the Board of Directors may designate additional series of Jundt Funds,
Inc., each to represent a new mutual fund.

For a further discussion of the above matters, see "General Information" in
the Statement of Additional Information.

19
<PAGE>
JUNDT GROWTH FUND
JUNDT U.S. EMERGING GROWTH FUND
JUNDT OPPORTUNITY FUND
JUNDT TWENTY-FIVE FUND
------------------------

PROSPECTUS (CLASS I ONLY)
MAY 1, 1998
AS SUPPLEMENTED IN JANUARY 1999
------------------------

TABLE OF CONTENTS

<TABLE>
<S> <C>
Summary of Risk Factors.............................................................. 2
Fees and Expenses.................................................................... 3
Financial Highlights................................................................. 5
Investment Objectives and Policies................................................... 8
Management of the Funds.............................................................. 12
How to Buy Fund Shares............................................................... 14
How to Redeem Your Fund Shares....................................................... 15
Determination of Net Asset Value..................................................... 17
Dividends, Other Distributions and Taxes............................................. 17
Performance Information.............................................................. 18
General Information.................................................................. 19
</TABLE>

INVESTMENT ADVISER TRANSFER AGENT
Jundt Associates, Inc. Investors Fiduciary Trust Company
1550 Utica Avenue South, Suite 950 330 West 9th Street
Minneapolis, Minnesota 55416 Kansas City, Missouri 64105
DISTRIBUTOR CUSTODIAN
U.S. Growth Investments, Inc. Norwest Bank Minnesota, N.A.
1550 Utica Avenue South, Suite 950 Sixth and Marquette
Minneapolis, Minnesota 55416 Minneapolis, Minnesota 55479
ADMINISTRATOR INDEPENDENT AUDITORS
Princeton Administrators, L.P. KPMG Peat Marwick LLP
P.O. Box 9095 99 High Street
Princeton, New Jersey 08543 Boston, Massachusetts 02110

LEGAL COUNSEL
Faegre & Benson LLP
2200 Norwest Center
Minneapolis, Minnesota 55402
------------------------