JUNDT GROWTH FUND INC, 497, 2000-07-19

JUNDT GROWTH FUND INC
497, 2000-07-19

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SEARCHING TODAY FOR THE GENIUSES OF TOMORROW(SM)

JUNDT GROWTH FUND
JUNDT U.S. EMERGING GROWTH FUND
JUNDT OPPORTUNITY FUND
JUNDT TWENTY-FIVE FUND
JUNDT MID-CAP GROWTH FUND
JUNDT SCIENCE & TECHNOLOGY FUND

PROSPECTUS

JULY 1, 2000

AS WITH ALL MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

THE FUNDS

The Jundt Growth Fund, Inc. (Growth Fund), Jundt U.S. Emerging Growth Fund
(U.S. Emerging Growth Fund), Jundt Opportunity Fund (Opportunity Fund), Jundt
Twenty-Five Fund (Twenty-Five Fund), Jundt Mid-Cap Growth Fund (Mid-Cap Growth
Fund) and Jundt Science & Technology Fund (Science & Technology Fund) are
professionally managed mutual funds. An investor in any Fund becomes a
"shareholder" of the Fund. Each Fund currently offers its shares in four classes
(Class A, Class B, Class C and Class I). Different sales charges (loads) and
other expenses apply to each class. This Prospectus relates to each Fund's Class
A, B and C shares (the only shares the general public may purchase) and to
Growth Fund's Class I shares (which only certain investors may purchase).

U.S. EMERGING GROWTH FUND HAS DISCONTINUED THE PUBLIC SALE OF ITS SHARES
TO NEW INVESTORS AS OF APRIL 30, 2000. HOWEVER, SHAREHOLDERS WHO HAVE OPEN U.S.
EMERGING GROWTH FUND ACCOUNTS MAY CONTINUE TO MAKE ADDITIONAL INVESTMENTS IN
SUCH ACCOUNTS AND REINVEST DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS. CURRENT
SHAREHOLDERS IN THE FUND MAY ALSO BE ABLE TO OPEN ADDITIONAL U.S. EMERGING
GROWTH FUND ACCOUNTS UNDER CERTAIN LIMITED CONDITIONS. IF A U.S. EMERGING
GROWTH FUND ACCOUNT IS CLOSED, HOWEVER, ADDITIONAL INVESTMENTS IN THE FUND WILL
NOT NORMALLY BE POSSIBLE.

BEFORE YOU INVEST, PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE
REFERENCE.

RISK/RETURN SUMMARY

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

Each Fund's investment objective is long-term capital appreciation. A Fund
may not change this objective without shareholder approval. As with any mutual
fund, there is no guarantee that any Fund will meet its investment objective.

WHAT ARE THE FUNDS' PRINCIPAL INVESTMENT STRATEGIES?

The Funds' investment adviser seeks to invest in stocks of the fastest
growing American companies and, to a limited extent, in stocks of comparable
foreign companies. The investment adviser employs a fundamental bottom up
"growth" style approach to identify such companies. In other words, the
investment adviser looks at each company's revenue and earnings growth
potential, as well as its competitive, management, market and other
characteristics. In general, the investment adviser selects stocks without
regard to industry sectors and other defined selection criteria or for the
potential for dividends. In normal market conditions, the Funds' investment
adviser will manage each of the Funds as follows:

o GROWTH FUND maintains a core portfolio of approximately 30 to 50 stocks
of primarily medium-size to larger American growth companies (companies
with annual revenues over $750 million). The Fund may enter into
options and futures transactions to protect against adverse market
price changes when the Fund's investment adviser believes that market
conditions make it advisable to do so.

o U.S. EMERGING GROWTH FUND maintains a core portfolio of approximately
30 to 50 stocks of primarily American emerging growth companies
(companies with annual revenues less than $750 million). The Fund may
enter into options and futures transactions to protect against adverse
market price changes when the Fund's investment adviser believes that
market conditions make it advisable to do so.

2
<PAGE>

o OPPORTUNITY FUND maintains a core portfolio of approximately 30 to 50
stocks of primarily American growth companies, without regard to their
size. The Fund may enter into options and futures transactions to
protect against adverse market price changes when the Fund's investment
adviser believes that market conditions make it advisable to do so. In
addition, the Fund may employ leverage, sell securities short and buy
and sell futures and options contracts on an opportunistic basis to
generate additional investment returns.

o TWENTY-FIVE FUND maintains a more concentrated portfolio of
approximately, but not less than, 25 stocks of primarily American
growth companies, without regard to their size. The Fund may enter into
options and futures transactions to protect against adverse market
price changes when the Fund's investment adviser believes that market
conditions make it advisable to do so. In addition, the Fund may employ
leverage, sell securities short and buy and sell futures and options
contracts on an opportunistic basis to generate additional investment
returns.

o MID-CAP GROWTH FUND maintains a core portfolio of approximately 30 to
50 stocks of primarily medium-size American growth companies. These
include the companies that comprise the S&P Mid-Cap 400 Index (which
currently have market capitalizations ranging from approximately $170
million to approximately $12 billion). However, the Fund may also
invest in companies with market capitalizations that fall outside this
range. The Fund may enter into options and futures transactions to
protect against adverse market price changes when the Fund's investment
adviser believes that market conditions make it advisable to do so. In
addition, the Fund may employ leverage, sell securities short and buy
and sell futures and options contracts on an opportunistic basis to
generate additional investment returns.

o SCIENCE & TECHNOLOGY FUND maintains a core portfolio of approximately
30 to 50 stocks of primarily American growth companies, without regard
to their size, that design, develop, manufacture or sell science or
technology-related products or services. Some of the industries in
which the Fund may invest include the computer software and hardware,
semiconductor, electronics, communications, information services,
media, biotechnology, life sciences and healthcare, chemicals and
synthetic materials and e-commerce industries. The Fund may enter into
options and futures transactions to protect against adverse market
price changes when the Fund's investment adviser believes that market
conditions make it advisable to do so. In addition, the Fund may employ
leverage, sell securities short and buy and sell futures and options
contracts on an opportunistic basis to generate additional investment
returns.

3
<PAGE>

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUNDS?

YOUR FUND INVESTMENT WILL BE SUBJECT TO VARIOUS RISKS. THESE RISKS MAY
CAUSE YOU TO LOSE MONEY BY MAKING AN INVESTMENT IN A FUND. YOUR INVESTMENT WILL
NOT BE A BANK DEPOSIT AND WILL NOT BE INSURED OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. SOME OF THE MORE
IMPORTANT RISKS OF EACH FUND, AND A BRIEF DESCRIPTION OF THESE RISKS, ARE
PROVIDED BELOW.

GROWTH FUND

o General investment risk
o Risk of owning equity securities
o Risk of owning stocks of medium-size companies
o Risks of investing in options and futures contracts to protect against
adverse market price changes

OPPORTUNITY FUND

o General investment risk
o Risk of owning equity securities
o Risk of owning stocks of smaller and medium-size companies
o Risk of being a "non-diversified" fund
o Risk of employing "leverage"
o Risks of investing in options and futures contracts to protect against
adverse market price changes and to generate additional income
o Risk of selling securities short

U.S. EMERGING GROWTH FUND

o General investment risk
o Risk of owning equity securities
o Risk of owning stocks of smaller companies
o Risks of investing in options and futures contracts to protect against
adverse market price changes

TWENTY-FIVE FUND

MID-CAP GROWTH FUND

SCIENCE & TECHNOLOGY FUND

o General investment risk
o Risk of owning equity securities
o Risk of owning stocks of smaller and medium-size companies
o Risk of being a "non-diversified" fund
o Risk of concentration of investments in a single market sector
o Volatility of investments in the science and technology sector
o Risk of employing "leverage"
o Risks of investing in options and futures contracts to protect against
adverse market price changes and to generate additional income
o Risk of selling securities short

4
<PAGE>

o GENERAL INVESTMENT RISK. Mutual funds do not always meet their
investment objectives. The value of a Fund's portfolio may decrease if
the value of an individual company in the portfolio decreases. The
value of a Fund's portfolio could also decrease if the securities
markets go down. If the value of a Fund's portfolio decreases, a Fund's
net asset value (NAV) will also decrease. Therefore, the biggest risk
of investing in any Fund is that its NAV could go down, and you could
lose money.

o RISK OF OWNING EQUITY SECURITIES. Common stocks, the primary investment
of each Fund, tend to be more volatile than other investment choices.
As a result, each Fund's portfolio will likely be subject to sharper
declines in value compared with portfolios comprised of other
investment choices.

o RISK OF OWNING SMALLER AND MEDIUM-SIZE COMPANY STOCKS. Investments in
stocks of smaller companies may fluctuate more sharply than those of
larger, more established companies and, therefore, may expose the Funds
to greater price volatility. While stocks of medium-size companies may
be slightly less volatile than those of smaller companies, they still
involve substantial risk and their prices may be subject to more abrupt
or erratic movements than those of larger, more established companies
or the market averages in general.

o RISK OF BEING NON-DIVERSIFIED. A non-diversified fund may hold larger
positions in a smaller number of securities than a diversified fund. As
a result, a single security's increase or decrease in value may have a
greater impact on a Fund's NAV and total return.

o RISK OF MARKET SECTOR CONCENTRATION AND VOLATILITY OF INVESTMENTS IN
THE SCIENCE AND TECHNOLOGY SECTOR. When a Fund concentrates in a market
sector, financial, economic, business and other developments affecting
that sector may have a greater impact on the Fund's performance than if
it had not concentrated in that sector. Science & Technology Fund is
heavily concentrated in the science and technology sector, which
includes, among others, the computer software and hardware,
semiconductor, electronics, communications, information services,
media, biotechnology, life sciences and healthcare, chemicals and
synthetic materials and e-commerce industries. Securities in the
science and technology sector are often subject to unusually high price
volatility. As a result, adverse developments affecting the science and
technology sector may cause sharp declines in the NAV of Science &
Technology Fund's shares.

o RISK OF EMPLOYING "LEVERAGE." A Fund that borrows money to purchase
additional investment securities (a practice known as "leverage")
increases such Fund's market exposure and its risk. When a Fund is
"leveraged" and its investments increase or decrease in value, the
Fund's NAV will normally increase or decrease more than if it had not
been leveraged. In addition, the interest the Fund must pay on borrowed
money will reduce any gains or increase any losses.

o RISKS OF INVESTING IN OPTIONS AND FUTURES CONTRACTS. Each Fund may buy
and sell put and call options and futures contracts (and related
options) to protect against changes in NAV. Opportunity Fund,
Twenty-Five Fund, Mid-Cap Growth Fund and Science & Technology Fund may
also use options and futures contracts to attempt to realize additional
investment returns. This may involve risks similar to the use of
leverage and may cause the Funds to incur substantial losses. The
successful use of options and futures contracts depends on the ability
of the Funds' investment adviser to correctly forecast the market.

5
<PAGE>

o RISK OF SELLING SECURITIES SHORT. When a security is sold "short," the
Fund borrows the security sold and must replace the borrowed security
at a specified future date. If the value of the security goes down
between the sale date and the scheduled replacement date, the Fund
makes a profit. If the value of the security goes up between such
dates, the Fund incurs a loss. Moreover, the Fund cannot be assured
that it will be able to close out a short sale position at any
particular time or at an acceptable price.

WHO SHOULD AND SHOULD NOT INVEST IN THE FUNDS?

The Funds are designed for long-term investors who can bear the risks that
such an investment entails. Investors looking for current income or short-swing
market gains should not invest in the Funds.

HOW HAVE THE FUNDS PERFORMED OVER TIME?

The following bar charts and tables show the Funds' annual returns and
long-term performance. YOU SHOULD NOT VIEW A FUND'S PAST PERFORMANCE AS A
GUARANTEE OR INDICATOR OF HOW THE FUND WILL PERFORM IN THE FUTURE. This
information provides some indication of the risks of investing in each Fund by
illustrating the variability of each Fund's returns from year to year. It also
shows how each Fund's average annual returns for the periods indicated compare
with those of a broad-based market index.

6
<PAGE>

GROWTH FUND

CLASS I SHARES AVERAGE ANNUAL TOTAL RETURN* FOR EACH YEAR ENDED DECEMBER 31:

[BAR CHART]

'92** 0.71%
'93** 0.06%
'94** 4.68%
'95** 17.81%
'96 15.22%
'97 10.85%
'98 43.30%
'99 19.97%

------------------
*QUOTED RETURNS DO NOT REFLECT THE DEDUCTION OF APPLICABLE FRONT-END OR
CONTINGENT DEFERRED SALES CHARGES. IF SUCH CHARGES WERE DEDUCTED, RETURNS
WOULD BE LESS THAN THOSE SHOWN. QUOTED RETURNS ASSUME REINVESTMENT OF ALL
DISTRIBUTIONS.

**TOTAL RETURN PRIOR TO DECEMBER 29, 1995 REFLECTS THE FUND'S PERFORMANCE AS A
CLOSED-END FUND.

Best Quarter: .......... (Q4, '98) 24.32%
Worst Quarter: ......... (Q2, '94) (6.36)%

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 1999:

SINCE SINCE
INCEPTION INCEPTION
1-YEAR 5-YEAR (9/3/91) (12/29/95)
------ ------ -------- ----------
Class A ................. 13.42% n/a n/a 20.23%
Class B ................. 14.72% n/a n/a 20.70%
Class C ................. 17.82% n/a n/a 21.05%
Class I ................. 13.67% 19.63% 13.46% n/a
Russell 1000 Index ...... 20.91% 20.03% 19.77% 25.66%

------------------
QUOTED RETURNS REFLECT THE DEDUCTION OF MAXIMUM FRONT-END SALES CHARGES OR
APPLICABLE CONTINGENT DEFERRED SALES CHARGES AND ASSUME REINVESTMENT OF ALL
DISTRIBUTIONS. THE RUSSELL 1000 INDEX MEASURES THE PERFORMANCE OF THE 1,000
LARGEST U.S. COMPANIES BASED ON TOTAL MARKET CAPITALIZATION. THE INDEX IS NOT AN
ACTUAL INVESTMENT AND DOES NOT REFLECT THE DEDUCTION OF SALES CHARGES AND
EXPENSES THAT MUTUAL FUND INVESTORS BEAR.

7
<PAGE>

U.S. EMERGING GROWTH FUND*

CLASS A SHARES AVERAGE ANNUAL TOTAL RETURN* FOR EACH YEAR ENDED DECEMBER 31:

[BAR CHART]

'96 43.40%
'97 33.54%
'98 38.65%
'99 49.04%

Best Quarter: .......... (Q4, '99) 44.60%
Worst Quarter: ......... (Q1, '97) (6.04)%

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 1999:

SINCE
INCEPTION
1-YEAR (1/2/96)
------ --------
Class A ........................... 41.22% 39.19%
Class B ........................... 43.96% 39.90%
Class C ........................... 46.88% 40.17%
Russell 2000 Growth Index ......... 43.09% 16.12%

------------------
QUOTED RETURNS REFLECT THE DEDUCTION OF MAXIMUM FRONT-END SALES CHARGES OR
APPLICABLE CONTINGENT DEFERRED SALES CHARGES AND ASSUME REINVESTMENT OF ALL
DISTRIBUTIONS. THE RUSSELL 2000 GROWTH INDEX MEASURES THE PERFORMANCE OF THE
COMPANIES WITHIN THE RUSSELL 2000 INDEX WITH RELATIVELY HIGHER PRICE-TO-BOOK
RATIOS AND FORECASTED GROWTH VALUES. THE INDEX IS NOT AN ACTUAL INVESTMENT AND
DOES NOT REFLECT THE DEDUCTION OF SALES CHARGES AND EXPENSES THAT MUTUAL FUND
INVESTORS BEAR.

*U.S. EMERGING GROWTH FUND IS CLOSED TO NEW INVESTORS.

8
<PAGE>

OPPORTUNITY FUND

CLASS A SHARES AVERAGE ANNUAL TOTAL RETURN* FOR EACH YEAR ENDED DECEMBER 31:

[BAR CHART]

'97 41.15%
'98 60.83%
'99 36.11%

Best Quarter: .......... (Q4, '99) 28.79%
Worst Quarter: ......... (Q3, '99) (4.72)%

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 1999:

SINCE
INCEPTION
1-YEAR (12/26/96)
------ ----------
Class A ........................... 28.97% 42.21%
Class B ........................... 31.10% 43.26%
Class C ........................... 34.13% 43.69%
Russell 1000 Growth Index ......... 39.17% 33.23%

------------------
QUOTED RETURNS REFLECT THE DEDUCTION OF MAXIMUM FRONT-END SALES CHARGES OR
APPLICABLE CONTINGENT DEFERRED SALES CHARGES AND ASSUME REINVESTMENT OF ALL
DISTRIBUTIONS. THE RUSSELL 1000 GROWTH INDEX MEASURES THE PERFORMANCE OF THE
COMPANIES WITHIN THE RUSSELL 1000 INDEX WITH RELATIVELY HIGHER PRICE-TO-BOOK
RATIOS AND FORECASTED GROWTH VALUES. THE INDEX IS NOT AN ACTUAL INVESTMENT AND
DOES NOT REFLECT THE DEDUCTION OF SALES CHARGES AND EXPENSES THAT MUTUAL FUND
INVESTORS BEAR.

9
<PAGE>

TWENTY-FIVE FUND

CLASS A SHARES AVERAGE ANNUAL TOTAL RETURN* FOR EACH YEAR ENDED DECEMBER 31:

[BAR CHART]

'98 75.21%
'99 41.59%

Best Quarter: .......... (Q4, '99) 23.52%
Worst Quarter: ......... (Q3, '99) (4.51)%

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED DECEMBER 31, 1999:

SINCE
INCEPTION
1-YEAR (12/31/97)
------ ----------
Class A ........................... 34.16% 53.32%
Class B ........................... 36.59% 54.83%
Class C ........................... 39.85% 56.41%
Russell 1000 Growth Index ......... 33.16% 35.91%

------------------
QUOTED RETURNS REFLECT THE DEDUCTION OF MAXIMUM FRONT-END SALES CHARGE OR
APPLICABLE CONTINGENT DEFERRED SALES CHARGE AND ASSUME REINVESTMENT OF ALL
DISTRIBUTIONS. THE RUSSELL 1000 GROWTH INDEX MEASURES THE PERFORMANCE OF THE
COMPANIES WITHIN THE RUSSELL 1000 INDEX WITH RELATIVELY HIGHER PRICE-TO-BOOK
RATIOS AND FORECASTED GROWTH VALUES. THE INDEX IS NOT AN ACTUAL INVESTMENT AND
DOES NOT REFLECT THE DEDUCTION OF SALES CHARGES AND EXPENSES THAT MUTUAL FUND
INVESTORS BEAR.

MID-CAP GROWTH FUND AND SCIENCE & TECHNOLOGY FUND

No performance information is provided for Mid-Cap Growth Fund and Science
& Technology Fund because, as new funds, they have no investment history.

10
<PAGE>

FEES AND EXPENSES

The following tables describe the fees and expenses that you may pay if you
buy and hold Fund shares.

GROWTH FUND CLASS A CLASS B CLASS C CLASS I
------- ------- ------- -------
<S> <C> <C> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM
YOUR INVESTMENT)
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) ............. 5.25% None None 5.25%
Maximum Deferred Sales Charge (Load)
(as a percentage of purchase price or redemption
proceeds, whichever is lower) ................... 1.00%* 4.00% 1.00% 1.00%*

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees .................................. 1.00% 1.00% 1.00% 1.00%
Distribution and/or Service (12b-1) Fees ......... 0.25 1.00 1.00 None
Other Expenses ................................... 0.56 0.56 0.56 0.56
---- ---- ---- ----
Total Annual Fund Operating Expenses ............. 1.81% 2.56% 2.56% 1.56%
</TABLE>

------------------
*Applicable during first year of any purchase of $1 million and above. No
front-end sales charges apply to such purchases.

IN ADDITION, IF YOU REQUEST THAT THE PROCEEDS OF ANY SALE OF YOUR SHARES BE SENT
TO YOU BY WIRE TRANSFER, THE FUND'S TRANSFER AGENT OR DISTRIBUTOR WILL CHARGE
YOU A WIRE FEE.

EXAMPLE: We provide this example to help you compare the cost of investing in
each class of Fund shares with the cost of investing in other mutual funds. The
example assumes that you invest $10,000 in each Fund share class for the time
periods indicated and then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each year
and that the Fund's operating expenses remain the same. Although your actual
expenses may be higher or lower, based on these assumptions your costs would be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class A ............... $699 $1,065 $1,454 $2,540
Class B ............... 659 1,096 1,560 2,709
Class C ............... 359 796 1,360 2,895
Class I ............... 675 992 1,330 2,284

You would pay the following expenses if you did not redeem your shares:

Class B ............... $259 $796 $1,360 $2,709
Class C ............... 259 796 1,360 2,895

11
<PAGE>

U.S. EMERGING GROWTH FUND CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) ...................... 5.25% None None
Maximum Deferred Sales Charge (Load)
(as a percentage of purchase price or redemption proceeds,
whichever is lower) ...................................... 1.00%** 4.00% 1.00%

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees ........................................... 1.00% 1.00% 1.00%
Distribution and/or Service (12b-1) Fees .................. 0.25 1.00 1.00
Other Expenses ............................................ .88 .88 .88
---- ---- ----
Total Annual Fund Operating Expenses ...................... 2.13%* 2.88%* 2.88%*
</TABLE>

------------------
*EXPENSE REIMBURSEMENTS. During the year ended December 31, 1999, the Fund's
investment adviser reimbursed certain Fund operating expenses. After such
reimbursements, "Total Annual Fund Operating Expenses" for Class A, Class B
and Class C were 1.80%, 2.55% and 2.55%, respectively. The investment adviser
may continue, discontinue or change these reimbursements at any time in its
sole discretion.

**Applicable during first year of any purchase of $1 million and above. No
front-end sales charges apply to such purchases.

IN ADDITION, IF YOU REQUEST THAT THE PROCEEDS OF ANY SALE OF YOUR SHARES BE SENT
TO YOU BY WIRE TRANSFER, THE FUND'S TRANSFER AGENT OR DISTRIBUTOR WILL CHARGE
YOU A WIRE FEE.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class A ............... $730 $1,157 $1,609 $2,858
Class B ............... 691 1,192 1,718 3,023
Class C ............... 391 892 1,518 3,204

You would pay the following expenses if you did not redeem your shares:

Class B ............... $291 $ 892 $1,518 $3,023
Class C ............... 291 892 1,518 3,204

12
<PAGE>

OPPORTUNITY FUND CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) ...................... 5.25% None None
Maximum Deferred Sales Charge (Load)
(as a percentage of purchase price or redemption proceeds,
whichever is lower) ...................................... 1.00%** 4.00% 1.00%

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees ........................................... 1.30% 1.30% 1.30%
Distribution and/or Service (12b-1) Fees .................. 0.25 1.00 1.00
Other Expenses*** ......................................... .77 .77 .77
---- ---- ----
Total Annual Fund Operating Expenses ...................... 2.32%* 3.07%* 3.07%*
</TABLE>

------------------
*EXPENSE REIMBURSEMENTS. During the year ended December 31, 1999, the Fund's
investment adviser reimbursed certain Fund operating expenses. After such
reimbursements, "Total Annual Fund Operating Expenses" for Class A, Class B
and Class C were 2.14%, 2.89% and 2.89%, respectively. The investment adviser
may continue, discontinue or change these reimbursements at any time in its
sole discretion.

**Applicable during first year of any purchase of $1 million and above. No
front-end sales charges apply to such purchases.

***Before reimbursements.

IN ADDITION, IF YOU REQUEST THAT THE PROCEEDS OF ANY SALE OF YOUR SHARES BE SENT
TO YOU BY WIRE TRANSFER, THE FUND'S TRANSFER AGENT OR DISTRIBUTOR WILL CHARGE
YOU A WIRE FEE.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class A ............... $748 $1,211 $1,700 $3,041
Class B ............... 710 1,248 1,811 3,205
Class C ............... 410 948 1,611 3,383

You would pay the following expenses if you did not redeem your shares:

Class B ............... $310 $ 948 $1,611 $3,205
Class C ............... 310 948 1,611 3,383

13
<PAGE>

TWENTY-FIVE FUND CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price). ..................... 5.25% None None
Maximum Deferred Sales Charge (Load)
(as a percentage of purchase price or redemption proceeds,
whichever is lower) ...................................... 1.00%** 4.00% 1.00%

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees ........................................... 1.30% 1.30% 1.30%
Distribution and/or Service (12b-1) Fees .................. 0.25 1.00 1.00
Other Expenses*** ......................................... 1.08 1.08 1.08
---- ---- ----
Total Annual Fund Operating Expenses ...................... 2.63%* 3.38%* 3.38%*
</TABLE>

------------------
*EXPENSE REIMBURSEMENTS. During the year ended December 31, 1999, the Fund's
investment adviser reimbursed certain Fund operating expenses. After such
reimbursements, "Total Annual Fund Operating Expenses" for Class A, Class B
and Class C were 2.25%, 3.00% and 3.00%, respectively. The investment adviser
may continue, discontinue or change these reimbursements at any time in its
sole discretion.

**Applicable during first year of any purchase of $1 million and above. No
front-end sales charges apply to such purchases.

***Before reimbursements.

IN ADDITION, IF YOU REQUEST THAT THE PROCEEDS OF ANY SALE OF YOUR SHARES BE SENT
TO YOU BY WIRE TRANSFER, THE FUND'S TRANSFER AGENT OR DISTRIBUTOR WILL CHARGE
YOU A WIRE FEE.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class A ............... $777 $1,300 $1,847 $3,333
Class B ............... 741 1,339 1,960 3,493
Class C ............... 441 1,039 1,760 3,667

You would pay the following expenses if you did not redeem your shares:

Class B ............... $341 $1,039 $1,760 $3,493
Class C ............... 341 1,039 1,760 3,667

14
<PAGE>

MID-CAP GROWTH FUND CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price). ..................... 5.25% None None
Maximum Deferred Sales Charge (Load)
(as a percentage of purchase price or redemption proceeds,
whichever is lower) ...................................... 1.00%** 4.00% 1.00%

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees ........................................... 1.30% 1.30% 1.30%
Distribution and/or Service (12b-1) Fees .................. 0.25 1.00 1.00
Other Expenses*** ......................................... 2.19 2.19 2.19
---- ---- ----
Total Annual Fund Operating Expenses ...................... 3.74%* 4.49%* 4.49%*
</TABLE>

------------------
*EXPENSE REIMBURSEMENTS. The Fund's investment adviser will reimburse certain
Fund operating expenses. After such reimbursements, "Total Annual Fund
Operating Expenses" for Class A, Class B and Class C are expected to be
2.25%, 3.00% and 3.00%, respectively. The investment adviser may continue,
discontinue or change these reimbursements at any time in its sole
discretion.

**Applicable during first year of any purchase of $1 million and above. No
front-end sales charges apply to such purchases.

***Other Expenses are based on estimated amounts for the current fiscal year
before reimbursements.

IN ADDITION, IF YOU REQUEST THAT THE PROCEEDS OF ANY SALE OF YOUR SHARES BE SENT
TO YOU BY WIRE TRANSFER, THE FUND'S TRANSFER AGENT OR DISTRIBUTOR WILL CHARGE
YOU A WIRE FEE.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Class A ............... $882 $1,608 $2,353 $4,300
Class B ............... 850 1,657 2,474 4,449
Class C ............... 550 1,357 2,274 4,606

You would pay the following expenses if you did not redeem your shares:

Class B ............... $450 $1,357 $2,274 $4,449
Class C ............... 450 1,357 2,274 4,606

15
<PAGE>

SCIENCE & TECHNOLOGY FUND CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price). ..................... 5.25% None None
Maximum Deferred Sales Charge (Load)
(as a percentage of purchase price or redemption proceeds,
whichever is lower) ...................................... 1.00%** 4.00% 1.00%

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees ........................................... 1.30% 1.30% 1.30%
Distribution and/or Service (12b-1) Fees .................. 0.25 1.00 1.00
Other Expenses*** ......................................... 2.19 2.19 2.19
---- ---- ----
Total Annual Fund Operating Expenses ...................... 3.74%* 4.49%* 4.49%*
</TABLE>

**Applicable during first year of any purchase of $1 million and above. No
front-end sales charges apply to such purchases.

***Other Expenses are based on estimated amounts for the current fiscal year
before reimbursements.

IN ADDITION, IF YOU REQUEST THAT THE PROCEEDS OF ANY SALE OF YOUR SHARES BE SENT
TO YOU BY WIRE TRANSFER, THE FUND'S TRANSFER AGENT OR DISTRIBUTOR WILL CHARGE
YOU A WIRE FEE.

You would pay the following expenses if you did not redeem your shares:

Class B ............... $450 $1,357 $2,274 $4,449
Class C ............... 450 1,357 2,274 4,606

16
<PAGE>

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

INVESTMENT OBJECTIVE OF EACH FUND

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

A Fund may not change its investment objective without the approval of the
Fund's shareholders.

INVESTMENT STRATEGIES

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

o GROWTH FUND is a diversified fund that normally maintains a core
portfolio of approximately 30 to 50 stocks of primarily medium-size to
larger American growth companies. In normal market conditions, the Fund
will invest at least half of its portfolio in stocks of companies with
annual revenues over $750 million. The Fund may not employ leverage or
sell securities short. The Fund may enter into options and futures
transactions to protect against adverse market price changes when the
Fund's investment adviser believes that market conditions make it
advisable to do so, but not to generate additional investment returns.

o U.S. EMERGING GROWTH FUND is a diversified fund that normally maintains
a core portfolio of approximately 30 to 50 stocks of primarily American
emerging growth companies with annual revenues less than $750 million.
In normal market conditions, the Fund will invest at least 65% of its
portfolio in stocks of such companies. The Fund may not employ leverage
or sell securities short. The Fund may enter into options and futures
transactions to protect against adverse market price changes when the
Fund's investment adviser believes that market conditions make it
advisable to do so, but not to generate additional investment returns.

o OPPORTUNITY FUND is a non-diversified fund that employs an aggressive
yet flexible investment program. In normal market conditions, the Fund
emphasizes a core portfolio of approximately 30 to 50 stocks of
primarily American growth companies, without regard to their size. The
Fund may enter into options and futures transactions to protect against
adverse market price changes when the Fund's investment adviser
believes that market conditions make it advisable to do so. In
addition, the Fund may also employ leverage, sell securities short and
buy and sell futures and options contracts on an opportunistic basis to
generate additional investment returns. As described below, these
techniques involve additional risk.

o TWENTY-FIVE FUND is a non-diversified fund that, in normal market
conditions, maintains a more concentrated portfolio of approximately,
but not less than, 25 stocks of primarily American growth companies,
without regard to their size. The Fund may enter into options and
futures transactions to protect against adverse market price changes
when the Fund's investment adviser believes that market conditions make
it advisable to do so. In addition, the Fund may also employ leverage,
sell securities short and buy and sell futures and options contracts on
an opportunistic basis to generate additional investment returns. As
described below, these techniques involve additional risk.

o MID-CAP GROWTH FUND is a non-diversified fund that, in normal market
conditions, maintains a core portfolio of approximately 30 to 50 stocks
of primarily medium-size American growth

17
<PAGE>

companies. These include the companies that comprise the S&P Mid-Cap
400 Index (which currently have market capitalizations ranging from
approximately $170 million to approximately $12 billion). However, the
Fund may also invest in companies with market capitalizations that fall
outside this range. In normal market conditions, the Fund will invest
at least 65% of its portfolio in stock of such companies. The Fund may
enter into options and futures transactions to protect against adverse
market price changes when the Fund's investment adviser believes that
market conditions make it advisable to do so. In addition, the Fund may
employ leverage, sell securities short and buy and sell futures and
options contracts on an opportunistic basis to generate additional
investment returns. As described below, these techniques involve
additional risk.

o SCIENCE & TECHNOLOGY FUND is a non-diversified fund that, in normal
market conditions, maintains a core portfolio of approximately 30 to 50
stocks of primarily American growth companies, without regard to their
size, that design, develop, manufacture or sell science or
technology-related products or services. Some of the industries in
which the Fund may invest include the computer software and hardware,
semiconductor, electronics, communications, information services,
media, biotechnology, life sciences and healthcare, chemicals and
synthetic materials and e-commerce industries. In normal market
conditions, the Fund will invest at least 65% of its portfolio in
stocks of such companies. The Fund may enter into options and futures
transactions to protect against adverse market price changes when the
Fund's investment adviser believes that market conditions make it
advisable to do so. In addition, the Fund may employ leverage, sell
securities short and buy and sell futures and options contracts on an
opportunistic basis to generate additional investment returns. As
described below, these techniques involve additional risk.

Jundt Associates employs a fundamental "bottom up" approach to identify
such companies. In other words, Jundt Associates looks at each company's revenue
and earnings growth potential, as well as its competitive, management, market
and other characteristics. In general, the investment adviser selects stocks
without regard to market sectors (except with respect to Science & Technology
Fund) and other defined selection criteria or the potential for dividends.

A Fund's cash level (including similar investments in short-term debt
instruments) may temporarily increase without limitation when Jundt Associates
believes that market conditions are unfavorable for profitable investing, or
when it is otherwise unable to locate attractive investment opportunities. In
other words, the Funds do not always remain fully invested in accordance with
their primary strategies. When this occurs, the Funds temporarily may not pursue
their primary strategies in that they may not participate in market advances or
declines to the same extent that they would have if they had remained more fully
invested in stocks.

The Funds generally intend to purchase securities for long-term investment.
However, a Fund may also purchase securities in anticipation of relatively
short-term gains. (In addition, Opportunity Fund, Twenty-Five Fund, Mid-Cap
Growth Fund and Science & Technology Fund, to a limited extent, may sell
securities short, which are short-term transactions.) Short-term transactions
may also result from liquidity needs, from securities having reached a price
objective or by reason of economic or other

18
<PAGE>

developments not foreseen at the time of the investment. Jundt Associates makes
changes in each Fund's portfolio whenever Jundt Associates believes such changes
are desirable.

A Fund's "portfolio turnover rate" measures the degree of change in the
makeup of the Fund's investment portfolio. A smaller, more rapidly growing Fund
(such as Mid-Cap Growth Fund or Science & Technology Fund) generally will
experience higher portfolio turnover because new investments in the Fund are
being invested by Jundt Associates. In addition, options and futures contracts
(which each Fund may employ to protect against declines in market prices and
which Opportunity Fund, Twenty-Five Fund, Mid-Cap Growth Fund and Science &
Technology Fund may employ more aggressively to pursue additional income)
typically produce higher portfolio turnover rates. Each Fund's portfolio
turnover rate has from time to time been quite high. High portfolio turnover
rates may subject the Funds to additional transaction costs and may also result
in faster realization of taxable capital gains.

Each Fund is subject to various investment restrictions, which are detailed
in the Statement of Additional Information. Some of these restrictions are
designated as "fundamental" and, therefore, cannot be changed without the
approval of Fund shareholders. Other "non-fundamental" restrictions may be
changed without the approval of shareholders.

In addition to the investments described above and in the following
sections, each Fund may to a more limited extent invest in other types of
securities, including but not limited to: investment grade debt securities and,
to a more limited extent, non-investment grade debt securities; repurchase
agreements; and zero coupon debt securities. The Funds may also engage in
various other practices, such as securities lending. These and other instruments
and practices and their related risks are described in the Statement of
Additional Information.

OVERALL RISKS OF INVESTING IN THE FUNDS

GENERAL. Mutual funds are a convenient and potentially rewarding way to
invest, but they do not always meet their investment objectives. The Funds are
designed for long-term investors who can accept the risks of investing in a
portfolio with substantial common stock holdings. Common stocks tend to be more
volatile than other investment choices. The value of a Fund's portfolio may
decrease if the value of an individual company in the portfolio decreases. The
value of a Fund's portfolio could also decrease if the stock market goes down.
If the value of a Fund's portfolio decreases, a Fund's net asset value (NAV)
will also decrease. Therefore, the biggest risk of investing in any Fund is that
its NAV could go down, and you could lose money.

DIVERSIFICATION. Diversification is a way to reduce risk by investing in a
broad range of stocks. A "non-diversified" fund (such as Opportunity Fund,
Twenty-Five Fund, Mid-Cap Growth Fund and Science & Technology Fund) has the
ability to take larger positions in a smaller number of issuers. Therefore, the
appreciation or depreciation of a single stock may have a greater impact on the
NAV of a non-diversified fund. However, none of the non-diversified Funds may
invest more than 25% of their 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 the U.S. Government)
in the fully diversified half of the portfolio may account for more than 5% of
the Fund's total assets.

19
<PAGE>

which includes, among others, the computer software and hardware, semiconductor,
electronics, communications, information services, media, biotechnology, life
sciences and healthcare, chemicals and synthetic materials and e-commerce
industries. Companies in the rapidly changing fields of science and technology
often face unusually high price volatility, both in terms of gains and losses.
The potential for wide variation in performance is based on the special risks
common to these stocks. For example, products or services that at first appear
promising may not prove commercially successful or may become obsolete quickly.
Earnings disappointments can result in sharp price declines. As a result of its
concentration in the science and technology sector, Science & Technology Fund's
shares are subject to abrupt or erratic price movements and are likely to
fluctuate in value more than those of a fund investing in a broader range of
securities.

RISKS RELATING TO CERTAIN PRINCIPAL INVESTMENT STRATEGIES

INVESTMENTS IN SMALLER AND MEDIUM SIZE COMPANIES. U.S. Emerging Growth Fund
will, and Opportunity Fund, Twenty-Five Fund, Mid-Cap Growth Fund and Science &
Technology 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. 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. While stocks of medium-size companies may be slightly less volatile than
those of smaller companies, they still involve substantial risk and their prices
may be subject to more abrupt or erratic movements than those of larger, more
established companies or the market averages in general.

BORROWING AND LEVERAGE. Opportunity Fund, Twenty-Five Fund, Mid-Cap Growth
Fund and Science & Technology Fund may borrow money on an opportunistic basis to
invest in additional portfolio securities. This practice, known as "leverage,"
increases such Funds' market exposure and their risk. When a Fund is "leveraged"
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 leveraged its assets.
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 Jundt
Associates' 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 total
assets (including the amount borrowed).

OPTIONS AND FUTURES. Each Fund may buy and sell call and put options and
futures contracts and related options to hedge, or protect, against changes in
the prices of portfolio opportunities when the Fund's investment adviser
believes that market conditions make it advisable to do so. Opportunity Fund,
Twenty-Five Fund, Mid-Cap Growth Fund and Science & Technology Fund may also
employ such techniques on an opportunistic basis to attempt to realize
additional investment returns. There is no guarantee that the Funds will be able
to utilize them effectively for their intended purposes. Options and futures
contracts involve certain costs and risks, which are described below and, in
greater detail, in the Statement of Additional Information.

If a Fund purchases a put option on a security, the Fund acquires the right
to sell the underlying security at a specified price at any time during the term
of the option. If the Fund purchases a call

20
<PAGE>

option on a security, it acquires the right to purchase the underlying security
at a specified price at any time during the term of the option. Opportunity
Fund, Twenty-Five Fund, Mid-Cap Growth Fund and Science & Technology Fund also
may write "covered" call options, giving such Funds the obligation to sell to
the option buyer the underlying security at a specified price at any time during
the term of the option. The call option is "covered" because the Fund must own
or have the right to acquire the security underlying the option.

If a Fund sells a financial "futures" contract on an index, the Fund
becomes obligated to deliver the value of the index at a specific future time
for a specified price. If a Fund buys a financial futures contract on an index,
the Fund becomes obligated to take delivery of the value of the index at a
specific future time at a specific price. An option on a futures contract gives
the buyer the right to buy from or sell to the seller a futures contract at a
specified price at any time during the period of the option. Upon exercise, the
writer of the option is obligated to pay the difference between the cash value
of the futures contract and the exercise price.

Successful use of futures contracts and related options depends greatly on
Jundt Associates' 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
correlate perfectly with the changes in the market value of the securities Jundt
Associates is seeking to 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. Each Fund will enter into options or futures
contracts transactions only if Jundt Associates believes that a liquid secondary
market exists for such options or futures contracts. However, there is no
guarantee that the Fund will be able to effect "closing transactions" at any
particular time or at an acceptable price. In addition, if an option contract
purchased by a Fund expires without being exercised, the Fund will suffer a loss
equal to the purchase price of the option contract and related transaction
costs.

Opportunity Fund, Twenty-Five Fund, Mid-Cap Growth Fund and Science &
Technology Fund may use futures contracts and related options on an
opportunistic basis 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, Twenty-Five
Fund, Mid-Cap Growth Fund and Science & Technology 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.

SHORT SALES. Jundt Associates may sell a security short on behalf of
Opportunity Fund, Twenty-Five Fund, Mid-Cap Growth Fund and Science & Technology
Fund when it anticipates that the price of the security will decline. In such
cases, the Fund borrows the security sold to complete the sale and must replace
the borrowed security at a future date. If the value of the loan security goes
down between the sale date and the scheduled replacement date, the Fund makes a
profit. If the value of the security goes up between such dates, the Fund incurs
a loss. Moreover, there is no guarantee that the Fund will be able to close out
the position at a particular time or at an acceptable price. All short sales
must be fully secured by other securities (primarily U.S. Government
Securities). Further, 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.

21
<PAGE>

MANAGEMENT OF THE FUNDS

Jundt Associates, Inc. serves as each Fund's investment adviser and, as
such, is responsible for managing each Fund's investment portfolio.

Jundt Associates employs a team approach in managing the Funds'
portfolios. All investment decisions are made by one or more of the firm's
portfolio managers: James R. Jundt (Chairman and Chief Executive Officer of
Jundt Associates), Marcus E. Jundt (Vice Chairman of Jundt Associates) and Paul
Bottum.

o 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 Jundt Associates. He has served as
Chairman of the Board of The Jundt Growth Fund, Inc. since 1991, of
Jundt Funds, Inc. since 1995 and, since 1999, of one other investment
company managed by Jundt Associates. Mr. Jundt has approximately 35
years of investment experience. Mr. Jundt also serves as Chairman of
the Board of U.S. Growth Investments, Inc., each Fund's distributor.

o MARCUS E. JUNDT, son of James R. Jundt, has been Vice Chairman of Jundt
Associates 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. Since 1999, he
has served as President of Jundt Growth Fund, Inc., Jundt Funds, Inc.
and one other investment company managed by Jundt Associates. Mr. Jundt
has also served as the President of U.S. Growth Investments, Inc. since
1997. Mr. Jundt has served as a portfolio manager of Growth Fund since
1992 and of Jundt Funds, Inc. since 1995. Mr. Jundt has approximately
12 years of investment and related experience.

o PAUL W. BOTTUM, has been a Portfolio Manager with Jundt Associates
since March 2000 as well as an Analyst with Jundt Associates since
August 1999. From March 1998 to December 1998, he was the Vice
President of Sales with cMore Medical, Inc. From July 1995 to February
1998, he was the Director of Marketing with Spine-Tech, Inc. From
October 1991 to June 1995, he was a project manager with Scimed Life
Systems. He graduated in 1985 with a B.A. degree and in 1987 with an
M.S. degree in Business Administration from the University of
Wisconsin. He graduated from the University of Minnesota in 1992 with a
Ph.D. in Business Administration.

Growth Fund and U.S. Emerging Growth Fund pay Jundt Associates advisory
fees of 1% per year of each Fund's average daily net assets. Opportunity Fund,
Twenty-Five Fund, Mid-Cap Growth Fund and Science & Technology Fund pay Jundt
Associates advisory fees of 1.30% per year of each Fund's average daily net
assets.

22
<PAGE>

agreements. The new investment advisory agreements will be identical to the
existing investment advisory agreements. The initial shareholder of each of
Mid-Cap Growth Fund and Science & Technology Fund has already approved both the
existing and new investment advisory agreements for Mid-Cap Growth Fund and
Science & Technology Fund.

Each Fund also engages various other service providers, as set forth under
"Firms that Provide Services to the Funds" below.

HOW TO BUY FUND SHARES

GENERAL INFORMATION

You may purchase Fund shares on any day the New York Stock Exchange (NYSE)
is open for business (generally, every week day other than customary national
holidays).

DETERMINATION OF NAV. If you purchase Fund shares, you pay the
next-determined net asset value (NAV) of such shares after your order is
received, plus any applicable sales charge. NAV generally is calculated once
daily after the close of normal trading on the NYSE (generally 4:00 p.m., New
York time) on each day the NYSE is open for business. The NAV of each share is
the value of that share's portion of the Fund's assets, minus its portion of the
Fund's liabilities. The most significant asset of each Fund is the Fund's
investments. Each Fund generally values its investments based on their closing
market values. If closing market values are not readily available for certain
investments, such investments are valued at their "fair value" as determined by
or under the supervision of the Funds' Board of Directors. Debt securities may
be valued based on quotations furnished by pricing services or by dealers who
make a market in those securities.

MINIMUM INVESTMENTS. The minimum initial investment in any class of Fund
shares is $1,000. You may make subsequent investments of at least $50. These
minimums may not apply to certain retirement plans or custodial accounts for the
benefit of minors. Contact the Funds for more information.

OPENING AN ACCOUNT. You may open an account with and purchase Fund shares
from the Funds' distributor, U.S. Growth Investments (by contacting the Funds by
mail or phone, as set forth below).

o PURCHASES BY MAIL. Complete the attached application and mail it, along
with a check payable to the applicable Fund, to: Jundt Funds, P.O. Box
701, Milwaukee WI, 53201-0701 (for regular mail) or Jundt Funds, 615
East Michigan Street, 3rd Floor, Milwaukee, WI 53202-5207 (for
overnight delivery). YOU MAY NOT PURCHASE SHARES WITH A THIRD PARTY
CHECK.

o PURCHASES BY TELEPHONE. Call 1-800-370-0612 to obtain an account number
and instructions (including instructions for wire transferring your
investment to the Fund's bank account). You must then promptly complete
the attached application and mail it to the Fund (at the address set
forth under "Purchases By Mail").

You may also open an account with and purchase Fund shares from firms that
have selling agreements with U.S. Growth Investments. In addition to any
applicable front-end or deferred sales charges, you may be charged an additional
fee at the time you purchase or redeem Fund shares through a broker or agent.
U.S. Growth Investments currently imposes no such fees (other than wire transfer
charges) if you make purchases or redemptions directly through U.S. Growth
Investments.

AUTOMATIC INVESTMENT PLAN. You may make automatic monthly investments of at
least $50 through each Fund's Automatic Investment Plan. For additional
information, call your broker or the Funds.

23
<PAGE>

RETIREMENT INVESTING. You may establish a Fund account as an Individual
Retirement Account (IRA). You also may be able to purchase Fund shares as an
investment for other qualified retirement plans in which you participate.
Examples include a profit-sharing or money purchase plan, a 401(k) plan, a
403(b) plan, or a Simplified Employer Pension (SEP) plan. You should consult
your tax advisor, employer and/or plan administrator before investing. Call the
Funds for more information and application forms.

12b-1 PLANS. Each Fund has adopted a 12b-1 plan for each class of its
shares (except for each Fund's Class I shares, which are not subject to 12b-1
fees). The 12b-1 plan allows each class to pay distribution and other fees for
the sale of its shares and for services provided to shareholders. These fees are
paid out of the assets of each share class on an ongoing basis. Therefore, over
time these fees will increase the cost of your investment and may cost you more
than paying other types of sales charges. Class A, Class B and Class C shares of
each Fund bear 12b-1 "service" fees of .25% per year of average net assets. In
addition, Class B and Class C shares of each Fund bear 12b-1 "distribution" fees
of .75% per year of average net assets. Growth Fund's Class I shares are not
subject to any 12b-1 fees.

U.S. EMERGING GROWTH FUND CLOSED TO NEW INVESTORS

U.S. Emerging Growth Fund is closed to new investors and, except as
provided below, the Fund will no longer establish new accounts for investors or
reopen accounts for investors who have redeemed their entire investment in the
Fund.

However, shareholders who have an account in U.S. Emerging Growth Fund and
who do not subsequently redeem all shares in the account may continue to
purchase new shares and reinvest any dividends and capital gains distributions
in additional shares. The Fund will also continue to accept new accounts which
are opened: (i) under taxpayer identification numbers that are identical to
those for existing U.S. Emerging Growth Fund accounts; (ii) by family members
who reside at the address of record of a current U.S. Emerging Growth Fund
shareholder; and (iii) by directors, officers, employees or consultants of the
Fund, the Investment Adviser or the Distributor, immediate family members of
such persons, lineal ancestors or descendants of such persons, or accounts
benefiting any of those persons.

The Board of Directors of Jundt Funds, Inc. reserves the right to reopen
U.S. Emerging Growth Fund at a future date if circumstances warrant.

DECIDING WHICH CLASS OF SHARES TO BUY

Each Fund offers you the choice of three share classes -- Class A, Class B
and Class C -- each subject to different sales charges and different expenses.
IN ADDITION, GROWTH FUND OFFERS CERTAIN LIMITED CLASSES OF INVESTORS ITS CLASS I
SHARES, DISCUSSED BELOW. 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.

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.

24
<PAGE>

CLASS A SHARES

Class A shares are sold at their NAV plus the applicable initial sales
charge. As noted in the following table, the sales charge decreases as the size
of the purchase increases.

SALES CHARGE YOU PAY AS A % OF
------------------------------
AMOUNT
AMOUNT OF YOUR CLASS A INVESTMENT OFFERING PRICE INVESTED
--------------------------------- -------------- --------
Less than $25,000 ........................... 5.25% 5.54%
At least $25,000 but less than $50,000 ...... 4.75% 4.99%
At least $50,000 but less than $100,000 ..... 4.00% 4.17%
At least $100,000 but less than $250,000 .... 3.00% 3.09%
At least $250,000 but less than $1 million .. 2.00% 2.04%
At least $1 million ......................... None* None*
------------------
*On investments of $1 million or more, you will pay a deferred sales charge at
the time you redeem of 1% on the amount up to $2.5 million, .50% on amounts
between $2.5 million and $5 million, and .25% on amounts over $5 million if you
redeem them within one year after you purchase them.

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. The Statement of Additional Information includes information
about these plans.

SERVICE (12b-1) FEES. Class A shares are subject to a service fee equal to
.25% per year of their average daily NAV.

WAIVER OF SALES CHARGES. You will not be charged an initial or deferred
sales charge if you are within one or more of the following categories:

o 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,
YOU MUST PURCHASE YOUR CLASS A SHARES WITHIN 60 DAYS AFTER SUCH
REDEMPTION.

o You are an investment executive or another employee of a firm that has
a selling agreement with U.S. Growth Investments, an employee of a
service provider to the Funds or a parent or an immediate family member
of any such person.

o You are a trust company or bank trust department and are making the
investment for any fund held in a fiduciary, agency, advisory,
custodial or similar capacity.

o You are a state or a political subdivision of a state, or an
instrumentality, department, authority or agency of a state or a
political subdivision.

o You are a registered investment adviser investing for your own account
or an advisory client's account.

o You are an employee benefit plan qualified under Section 401(a) of the
Internal Revenue Code (which does not include IRAs) or a custodial
account under Section 403(b)(7) of the Internal Revenue Code (also
known as tax-sheltered annuities).

25
<PAGE>

CLASS B SHARES

If you purchase Class B shares, you will not be charged an initial sales
charge. However, the Fund will deduct a deferred sales charge of up to 4% from
your redemption proceeds if you redeem your Class B shares within six years of
purchase. The deferred sales charge depends on the number of years since the
purchase was made, according to the following table. It is calculated on the NAV
of the Class B shares at the time of their purchase or the time of redemption
(whichever is less).

DEFERRED SALES
REDEMPTION DURING THE CHARGE %
--------------------- --------
First 2 years after purchase ........................... 4%
3rd and 4th years after purchase ....................... 3%
5th year after purchase ................................ 2%
6th year after purchase ................................ 1%
7th year after purchase and thereafter ................. None

Class B shares may not be the best choice for you if you intend to invest
$250,000 or more. Accordingly, the Fund will treat orders for Class B shares of
$250,000 or more as orders for Class A shares or decline such orders.

DISTRIBUTION AND SERVICE (12b-1) FEES. Class B shares are subject to a
service fee equal to .25% per year of their average daily NAV and a distribution
fee equal to .75% per year of their average daily NAV. These higher 12b-1 fees
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 12b-1 fees. Your Class
B shares will convert into Class A shares on the basis of their relative NAVs.
The Class A shares you receive will not be subject to any sales charges. Any
Class B shares you acquired by exercise of the "reinstatement privilege"
(described under "How to Sell Your Fund Shares") will convert into Class A
shares based on the time of the original purchase of Class B shares.

CLASS C SHARES

If you purchase Class C shares, you will not be charged an initial sales
charge. However, the Funds will deduct a deferred sales charge of 1% from your
redemption proceeds if you redeem your Class C shares within one year of
purchase.

DISTRIBUTION AND SERVICE (12b-1) FEES. Class C shares are subject to a
service fee equal to .25% per year of their average daily NAV and a distribution
fee equal to .75% per year of their average daily NAV. These higher 12b-1 fees
will cause Class C shares to have a higher expense ratio and to have lower
returns 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 deferred sales charge period applicable to
Class B shares), you may decide that Class B shares are preferable to Class C
shares. This is because the Class B shares will automatically convert to Class A
shares (to which lower 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
deferred sales charge applicable to Class B shares. If you anticipate even a
shorter time frame, you may choose Class C shares over Class A shares because
Class C shares (unlike Class A shares) are not subject to an initial sales
charge. Remember, however, that the Funds are designed for long-term investment,
and you should not invest in the Funds if you

26
<PAGE>

are looking for current income or short-term market gains. Class A shares may be
the best overall choice if you contemplate a long-term investment.

GROWTH FUND CLASS I SHARES

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:

o 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

o are a director, officer, employee or consultant of the Fund (including
a partner or employee of the Fund's legal counsel), Jundt Associates or
U.S. Growth Investments, an immediate family member of such a person,
or a lineal ancestor (parent, grandparent, etc.) or descendant (child,
grandchild, etc.) of such a person.

Accounts benefiting any of such persons also may purchase Class I Growth
Fund shares.

Growth Fund's Class I shares are sold at their NAV plus the applicable
initial sales charge, which varies with the amount of the investment. The
current sales charges are the same as those imposed on Class A shares. See
"Class A Shares" above. Growth Fund's Class I shares are not subject to any
distribution or service (12b-1) fees.

WAIVER OF SALES CHARGES. Class I sales charges do not apply to any category
of investors qualifying for a sales charge waiver with respect to Class A
shares. See "Class A Shares" above. Class I sales charges also do not apply to
investments by directors, officers, employees or consultants of the Fund, the
Investment Adviser or the Distributor, immediate family members of such persons,
lineal ancestors or descendants of such persons, or accounts benefiting any of
those persons.

SPECIAL PURCHASE PLANS. 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. The Statement of Additional Information includes information
about these plans.

HOW TO SELL YOUR FUND SHARES

You normally may sell (redeem) your Fund shares on any business day at
their next-determined NAV after receipt of your redemption request (minus any
applicable deferred sales charge). The Funds normally make payment within three
days. However, if you very recently purchased your 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 NAV at the time of
redemption.

You may not redeem your Fund shares on any day that the NYSE is closed
(normally, weekends and customary 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.

27
<PAGE>

REMEMBER THAT THE U.S. EMERGING GROWTH FUND IS CLOSED TO NEW INVESTORS. IF
A TOTAL REDEMPTION IS MADE, ADDITIONAL INVESTMENTS IN THE FUND WILL NOT
NORMALLY BE POSSIBLE.

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

o you request to redeem more than $50,000 worth of shares;

o you have changed your account registration or address within the last
30 days;

o you request the check be mailed to a different address than the one on
your account;

o you request the check be made payable to someone other than the account
owner; or

o you request the redemption or exchange proceeds be 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.

DEFERRED SALES CHARGES. Any applicable deferred sales charges will be
calculated and based on the NAV of the shares at the time of purchase or at the
time of redemption (whichever is less). The Funds will not impose any deferred
sales charge on any shares that represent reinvestments of distributions.

The Funds will calculate the deferred sales charge in a manner that results
in the lowest rate being charged. Therefore, the Funds will assume 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, the Funds will redeem your Class B
shares not subject to a sales charge in full before they redeem any of your
Class A shares not subject to a sales charge.

The deferred sales charge will not apply:

o when a Fund closes accounts with balances under $1,000;

o on redemptions when the shareholder dies or becomes disabled (within
the meaning of Section 72(m)(7) of the Internal Revenue Code); and

o on minimum distributions from IRAs processed under systematic
withdrawal plans.

REINSTATEMENT PRIVILEGE. U.S. Growth Investments will credit back to your
account the portion of any deferred sales charge that you paid if, within 90
days after such redemption, all or any portion of your redemption proceeds are
reinvested in shares of the same share 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 deferred sales charge
to which such shares were subject prior to the redemption. The deferred sales
charge 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.

The minimum amount which you may exchange is $1,000. If you exchange shares
that are subject to a deferred sales charge, the charge will not be imposed when
the exchange is made. However, the acquired shares will be subject to the same
deferred sales charge as the shares exchanged (as if no exchange had occurred).
The Funds may restrict the frequency of, or otherwise modify, condition,
terminate or impose charges upon, exchanges. An exchange is considered a sale of
shares for income tax purposes.

28
<PAGE>

EXPEDITED TELEPHONE REDEMPTIONS. The Funds currently offer certain
expedited redemption procedures. If you are redeeming shares worth at least
$1,000 but not more than $50,000, you may redeem by calling the Funds at
1-800-370-0612. You must have completed the applicable section of the account
application before the telephone request is received. 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 transfer to the bank designated on
your account application. The Funds' transfer agent charges a fee for wire
transfers.

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.

DISTRIBUTIONS AND TAXES

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 additional Fund shares.

TAXES

Distributions from the Fund to you are taxable (unless you are exempt from
taxes). Distributions to you from a Fund's income and short-term capital gains
will be taxable as "ordinary income." 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. Although Jundt Associates will endeavor to
have as great a portion as possible of each Fund's distributions qualify as
long-term capital gains, the composition of distributions in any year will
depend upon a variety of market and other conditions and cannot be predicted
accurately. 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. 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.

THIS TAX INFORMATION IS GENERAL IN NATURE. YOU SHOULD CONSULT YOUR TAX
ADVISER REGARDING FEDERAL, STATE, LOCAL OR FOREIGN TAX ISSUES THAT MAY RELATE
TO YOU SPECIFICALLY.

29
<PAGE>

FINANCIAL HIGHLIGHTS

The Financial Highlights tables are intended to help you understand the
Funds' financial performance for the past five years or, if shorter, the period
of the Funds' operations. Certain information reflects financial results for a
single Fund share. This information has been audited by KPMG LLP, whose report,
along with the Funds' financial statements, are included in the annual report,
which is available upon request.

<TABLE>
<CAPTION>
NET REALIZED
BEGINNING AND DIVIDENDS DISTRIBUTIONS
NET ASSET NET UNREALIZED FROM NET FROM NET
VALUE PER INVESTMENT GAIN (LOSS) ON INVESTMENT REALIZED
SHARE LOSS INVESTMENTS INCOME GAINS
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
GROWTH FUND
Class A
Year ended 12/31/99 ..................... $ 16.66 (0.18) 3.45 -- (2.25)
Year ended 12/31/98 ..................... $ 14.20 (0.24) 6.22 -- (3.52)
Year ended 12/31/97 ..................... $ 13.64 (0.23) 1.64 -- (0.85)
Year ended 12/31/96 ..................... $ 11.95 (0.26) 2.03 -- (0.08)
Class B
Year ended 12/31/99 ..................... $ 16.23 (0.30) 3.33 -- (2.19)
Year ended 12/31/98 ..................... $ 13.99 (0.35) 6.11 -- (3.52)
Year ended 12/31/97 ..................... $ 13.56 (0.32) 1.60 -- (0.85)
Year ended 12/31/96 ..................... $ 11.95 (0.36) 2.05 -- (0.08)
Class C
Year ended 12/31/99 ..................... $ 16.25 (0.30) 3.34 -- (2.16)
Year ended 12/31/98 ..................... $ 13.97 (0.35) 6.15 -- (3.52)
Year ended 12/31/97 ..................... $ 13.54 (0.30) 1.58 -- (0.85)
Year ended 12/31/96 ..................... $ 11.95 (0.36) 2.03 -- (0.08)
Class I
Year ended 12/31/99 ..................... $ 16.83 (0.14) 3.49 -- (2.29)
Year ended 12/31/98 ..................... $ 14.28 (0.20) 6.27 -- (3.52)
Year ended 12/31/97 ..................... $ 13.69 (0.19) 1.63 -- (0.85)
Year ended 12/31/96 ..................... $ 11.95 (0.23) 2.05 -- (0.08)
Year ended 12/31/95 ..................... $ 14.95 (0.12) 2.71 -- (5.59)
U.S. EMERGING GROWTH FUND
Class A
Year ended 12/31/99 ..................... $ 14.96 (0.08) 7.39 -- (0.42)
Year ended 12/31/98 ..................... $ 13.09 (0.17) 5.02 -- (2.98)
Year ended 12/31/97 ..................... $ 12.42 (0.11) 4.09 -- (3.31)
Period from 1/2/96* to 12/31/96 ......... $ 10.00 (0.14) 4.47 -- (1.91)
Class B
Year ended 12/31/99 ..................... $ 14.62 (0.19) 7.18 -- (0.36)
Year ended 12/31/98 ..................... $ 12.90 (0.27) 4.92 -- (2.93)
Year ended 12/31/97 ..................... $ 12.37 (0.21) 4.05 -- (3.31)
Period from 1/2/96* to 12/31/96 ......... $ 10.00 (0.24) 4.52 -- (1.91)
Class C
Year ended 12/31/99 ..................... $ 14.63 (0.19) 7.17 -- (0.37)
Year ended 12/31/98 ..................... $ 12.88 (0.27) 4.94 -- (2.92)
Year ended 12/31/97 ..................... $ 12.36 (0.21) 4.04 -- (3.31)
Period from 1/2/96* to 12/31/96 ......... $ 10.00 (0.24) 4.51 -- (1.91)
</TABLE>

------------------------
*Commencement of operations.
(1)Total 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 returns prior to December 29, 1995, reflect performance of
the Growth Fund as a closed-end Fund (assuming dividend reinvestment pursuant
to the 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 returns for
periods of less than one full year are not annualized. (2)Adjusted to an
annual basis.

30
<PAGE>

ENDING RATIO TO AVERAGE NET ASSETS
NET ASSET ------------------------------------------------- PORTFOLIO NET ASSETS AT
VALUE PER NET INVESTMENT NET GROSS TOTAL TURNOVER END OF PERIOD
SHARE LOSS EXPENSES EXPENSES RETURN(1) RATE (000'S OMITTED)
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

$ 17.68 (0.97)% 1.81% 1.81% 19.71% 127% $ 2,880
$ 16.66 (1.45)% 2.14% 2.14% 42.90% 78% $ 954
$ 14.20 (1.49)% 2.18% 2.18% 10.67% 115% $ 604
$ 13.64 (1.81)% 2.13% 2.13% 14.81% 57% $ 340

$ 17.07 (1.70)% 2.56% 2.56% 18.72% 127% $ 3,650
$ 16.23 (2.18)% 2.89% 2.89% 41.98% 78% $ 515
$ 13.99 (2.28)% 2.93% 2.93% 9.77% 115% $ 189
$ 13.56 (2.53)% 2.88% 2.88% 14.14% 57% $ 37

$ 17.13 (1.72)% 2.56% 2.56% 18.82% 127% $ 1,188
$ 16.25 (2.15)% 2.89% 2.89% 42.32% 78% $ 256
$ 13.97 (2.32)% 2.93% 2.93% 9.82% 115% $ 80
$ 13.54 (2.49)% 2.88% 2.88% 13.97% 57% $ 2

$ 17.89 (0.77)% 1.56% 1.56% 19.97% 127% $ 93,521
$ 16.83 (1.23)% 1.89% 1.89% 43.30% 78% $ 88,752
$ 14.28 (1.22)% 1.93% 1.93% 10.85% 115% $ 80,964
$ 13.69 (1.56)% 1.88% 1.88% 15.22% 57% $ 96,458
$ 11.95 (0.72)% 1.60% 1.60% 17.81% 155% $140,642

$ 21.85 (0.25)% 1.80% 2.13% 49.04% 248% $ 34,531
$ 14.96 (1.16)% 1.80% 2.93% 38.65% 197% $ 8,058
$ 13.09 (0.88)% 1.80% 3.35% 33.54% 264% $ 2,117
$ 12.42 (1.36)%(2) 1.80%(2) 3.83%(2) 43.40% 204% $ 1,275

$ 21.25 (1.00)% 2.55% 2.88% 47.96% 248% $ 28,106
$ 14.62 (1.91)% 2.55% 3.68% 37.64% 197% $ 8,462
$ 12.90 (1.63)% 2.55% 4.10% 32.55% 264% $ 3,786
$ 12.37 (2.15)%(2) 2.55%(2) 3.62%(2) 42.90% 204% $ 1,709

$ 21.24 (1.00)% 2.55% 2.88% 47.88% 248% $ 18,450
$ 14.63 (1.91)% 2.55% 3.68% 37.82% 197% $ 3,301
$ 12.88 (1.63)% 2.55% 4.10% 32.50% 264% $ 1,519
$ 12.36 (2.13)%(2) 2.55%(2) 4.32%(2) 42.82% 204% $ 1,766
</TABLE>

31
<PAGE>

<TABLE>
<CAPTION>
NET REALIZED
BEGINNING AND DIVIDENDS DISTRIBUTIONS ENDING
NET ASSET NET UNREALIZED FROM NET FROM NET NET ASSET
VALUE PER INVESTMENT GAIN (LOSS) ON INVESTMENT INVESTMENT VALUE PER
SHARE LOSS INVESTMENTS INCOME GAINS SHARE
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
OPPORTUNITY FUND
Class A
Year ended 12/31/99 ................... $ 15.84 (0.20) 5.92 -- (0.14) $ 21.42
Year ended 12/31/98 ................... $ 11.03 (0.17) 6.81 -- (1.83) $ 15.84
Year ended 12/31/97 ................... $ 9.87 (0.17) 4.12 -- (2.79) $ 11.03
Period from 12/26/96* to 12/31/96 ..... $ 10.00 -- (0.13) -- -- $ 9.87
Class B
Year ended 12/31/99 ................... $ 15.60 (0.33) 5.81 -- (0.08) $ 21.00
Year ended 12/31/98 ................... $ 10.94 (0.27) 6.73 -- (1.80) $ 15.60
Year ended 12/31/97 ................... $ 9.87 (0.26) 4.12 -- (2.79) $ 10.94
Period from 12/26/96* to 12/31/96 ..... $ 10.00 -- (0.13) -- -- $ 9.87
Class C
Year ended 12/31/99 ................... $ 15.56 (0.33) 5.80 -- (0.10) $ 20.93
Year ended 12/31/98 ................... $ 10.93 (0.27) 6.71 -- (1.81) $ 15.56
Year ended 12/31/97 ................... $ 9.87 (0.25) 4.10 -- (2.79) $ 10.93
Period from 12/26/96* to 12/31/96 ..... $ 10.00 -- (0.13) -- -- $ 9.87
TWENTY-FIVE FUND
Class A
Year ended 12/31/99 ................... $ 16.06 (0.17) 6.85 -- -- $ 22.74
Year ended 12/31/98 ................... $ 10.00 (0.15) 7.63 (0.07) (1.35) $ 16.06
Class B
Year ended 12/31/99 ................... $ 15.89 (0.32) 6.77 -- -- $ 22.34
Year ended 12/31/98 ................... $ 10.00 (0.27) 7.57 (0.06) (1.35) $ 15.89
Class C
Year ended 12/31/99 ................... $ 15.96 (0.32) 6.84 -- -- $ 22.48
Year ended 12/31/98 ................... $ 10.00 (0.25) 7.58 (0.02) (1.35) $ 15.96
</TABLE>

-----------------------
*Commencement of operations.
(1)Total 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 returns for periods of less than one full year are not
annualized.
(2)Adjusted to an annual basis.
(3)For Opportunity Fund, excluding interest expense, net of reimbursement.
(4)For Opportunity Fund, excluding interest expense, before reimbursement.
(5)For Opportunity Fund, including interest expense, before reimbursement.

32
<PAGE>

<TABLE>
<CAPTION>
RATIO TO AVERAGE NET ASSETS
---------------------------------------------------------------------------
GROSS EXPENSES PORTFOLIO NET ASSETS AT
NET INVESTMENT NET GROSS INCLUDING TOTAL TURNOVER END OF PERIOD
LOSS EXPENSES(3) EXPENSES(4) INTEREST EXPENSES(5) RETURN(1) RATE (000'S OMITTED)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

(1.11)% 2.14% 2.29% 2.32% 36.11% 318% $23,977
(1.28)% 2.14% 3.35% 3.45% 60.83% 376% $ 9,852
(1.71)% 2.14% 6.57% 6.85% 41.15% 298% $ 1,084
(2.14)%(2) 2.14%(2) 4.23%(2) 4.23%(2) (1.30)% 0% $ 112

(1.86)% 2.89% 3.04% 3.07% 35.10% 318% $24,604
(2.03)% 2.89% 4.10% 4.20% 59.60% 376% $ 8,388
(2.36)% 2.89% 7.32% 7.50% 40.25% 298% $ 2,298
(2.98)%(2) 2.89%(2) 4.98%(2) 4.98%(2) (1.30)% 0% $ 1

(1.86)% 2.89% 3.04% 3.07% 35.13% 318% $18,171
(2.06)% 2.89% 4.10% 4.20% 59.53% 376% $ 2,764
(2.49)% 2.89% 7.32% 7.63% 40.12% 298% $ 427
(3.02)%(2) 2.89%(2)(3) 4.98%(2) 4.98%(2) (1.30)% 0% $ 1

(0.94)% 2.25% 2.63% N/A 41.59% 213% $18,020
(1.06)% 2.25% 9.37% N/A 75.21% 294% $ 3,181

(1.69)% 3.00% 3.38% N/A 40.59% 213% $17,734
(1.78)% 3.00% 10.12% N/A 73.37% 294% $ 2,321

(1.69)% 3.00% 3.38% N/A 40.85% 213% $14,093
(1.81)% 3.00% 10.12% N/A 73.69% 294% $ 667
</TABLE>

33
<PAGE>

(This page has been left blank intentionally.)

34
<PAGE>

[LOGO] JUNDT FUNDS
JUNDT FUNDS
PURCHASE APPLICATION
Mail To: Jundt Funds
c/o Firstar Mutual Fund Services, LLC
PO Box 701
Milwaukee, WI 53201-0701

Overnight Express Mail To: Jundt Funds
c/o Firstar Mutual Fund Services, LLC
615 E. Michigan St., 3rd Floor
Milwaukee, WI 53202-5207

Use this form for individual, custodial, trust, profit sharing or pension plan
accounts. Do not use this form for Jundt Funds sponsored IRA or SEP IRA
accounts. For any additional information please call Jundt Funds at
1-800-370-0612.

--------------------------------------------------------------------------------
A. INVESTMENT CHOICES
[ ] By check: Please make check payable to the Jundt Funds.
Amount $ _____________ ($1,000 minimum)
[ ] By wire: Call 1-800-370-0612. Indicate total amount and date of wire
$ _____________ Date ______________

<TABLE>
<CAPTION>
DISTRIBUTION OPTIONS
INITIAL CAPITAL GAINS
INVESTMENT CAPITAL GAINS & REINVESTED &
AMOUNT DIVIDENDS REINVESTED DIVIDENDS IN CASH*
<S> <C> <C> <C> <C>
[ ] Jundt Growth Fund - Class A (150-150) $______________ [ ] [ ]
[ ] Jundt Growth Fund - Class B (150-160) $______________ [ ] [ ]
[ ] Jundt Growth Fund - Class C (150-170) $______________ [ ] [ ]

[ ] Jundt Opportunity Fund - Class A (150-152) $______________ [ ] [ ]
[ ] Jundt Opportunity Fund - Class B (150-162) $______________ [ ] [ ]
[ ] Jundt Opportunity Fund - Class C (150-172) $______________ [ ] [ ]

[ ] Jundt Twenty-Five Fund - Class A (150-153) $______________ [ ] [ ]
[ ] Jundt Twenty-Five Fund - Class B (150-163) $______________ [ ] [ ]
[ ] Jundt Twenty-Five Fund - Class C (150-173) $______________ [ ] [ ]

[ ] Jundt Mid-Cap Growth Fund - Class A (150-154) $______________ [ ] [ ]
[ ] Jundt Mid-Cap Growth Fund - Class B (150-164) $______________ [ ] [ ]
[ ] Jundt Mid-Cap Growth Fund - Class C (150-174) $______________ [ ] [ ]

[ ] Jundt Science & Technology Fund - Class A (150-155) $______________ [ ] [ ]
[ ] Jundt Science & Technology Fund - Class B (150-165) $______________ [ ] [ ]
[ ] Jundt Science & Technology Fund - Class C (150-175) $______________ [ ] [ ]
</TABLE>

[WIDE TABLE CONTINUED FROM ABOVE FOR EDGAR DISPLAY PURPOSES]

<TABLE>
<CAPTION>
DISTRIBUTION OPTIONS
INITIAL
INVESTMENT DIVIDEND REINVESTED &
AMOUNT CAPITAL GAINS AND CAPITAL GAINS
DIVIDENDS IN CASH* PAID TO CASH
<S> <C> <C> <C> <C>
[ ] Jundt Growth Fund - Class A (150-150) $______________ [ ] [ ]
[ ] Jundt Growth Fund - Class B (150-160) $______________ [ ] [ ]
[ ] Jundt Growth Fund - Class C (150-170) $______________ [ ] [ ]

*Unless otherwise indicated, cash distributions will be mailed to the address in
Section C

Jundt U.S. Emerging Growth Fund is closed to new investors.

--------------------------------------------------------------------------------
B. REGISTRATION

[ ] Individual

--------------------------------------------------------------------------------
FIRST NAME M.I. LAST NAME SOCIAL SECURITY # BIRTHDATE (Mo/Dy/Yr)

[ ] Joint Owner

--------------------------------------------------------------------------------
FIRST NAME M.I. LAST NAME SOCIAL SECURITY # BIRTHDATE (Mo/Dy/Yr)

*Registration will be Joint Tenancy with Rights of Survivorship (JTWROS), unless
otherwise specified.

[ ] Gift to Minors

--------------------------------------------------------------------------------
CUSTODIAN'S FIRST NAME (ONLY ONE PERMITTED) MI LAST NAME

--------------------------------------------------------------------------------
MINOR'S FIRST NAME (ONLY ONE PERMITTED) MI LAST NAME

--------------------------------------------------------------------------------
MINOR'S SOCIAL SECURITY # MINOR'S BIRTHDATE (Mo/Dy/Yr) STATE OF RESIDENCE

[ ] Corporation/Trust**

--------------------------------------------------------------------------------
NAME OF TRUSTEE(S) *(IF TO BE INCLUDED IN REGISTRATION)

[ ] Partnership*

--------------------------------------------------------------------------------
NAME OF TRUST/CORPORATION**/PARTNERSHIP*

[ ] Other Entity*

--------------------------------------------------------------------------------
SOCIAL SECURITY #/TAX ID# DATE OF AGREEMENT (Mo/Dy/Yr)

*Additional documentation and certification may be requested.
**Corporate Resolution is required.

[2970] M 12/99

<PAGE>

--------------------------------------------------------------------------------
C. MAILING ADDRESS

--------------------------------------------------------------------------------
STREET APT/SUITE

--------------------------------------------------------------------------------
CITY STATE ZIP

--------------------------------------------------------------------------------
DAYTIME PHONE # EVENING PHONE #

---------------------------------------
E-MAIL ADDRESS

[ ] Duplicate Confirmation to:

--------------------------------------------------------------------------------
FIRST NAME M.I. LAST NAME

--------------------------------------------------------------------------------
STREET APT/SUITE

--------------------------------------------------------------------------------
CITY STATE ZIP

--------------------------------------------------------------------------------
D. TELEPHONE OPTIONS

Your signed Application must be received at least 15 business days prior to
initial transaction.

To ensure proper debiting/crediting of your bank account, an unsigned voided
check (for checking accounts) or a savings account deposit slip is required with
your Application.

[ ] TELEPHONE REDEMPTION.
[ ] Check to address shown on your account
[ ] Via federal wire to your bank account below ($12.00 charge for
each wire transfer)
[ ] Via EFT, at no charge, to your bank account below (funds are typically
credited within two days after redemption)

[ ] TELEPHONE PURCHASE (EFT). Permits the purchase of shares using your bank
account to clear the transaction. (Minimum $50) Complete bank account
information below.

--------------------------------------------------------------------------------
NAME(S) ON BANK ACCOUNT

--------------------------------------------------------------------------------
BANK NAME ACCOUNT NUMBER

--------------------------------------------------------------------------------
BANK ADDRESS BANK ROUTING/ABA#

--------------------------------------------------------------------------------
E. AUTOMATIC INVESTMENT PLAN

Your signed Application must be received at least 15 business days prior to
initial transaction.

An unsigned voided check (for checking accounts) or a savings account deposit
slip is required with your Application.

Please start my Automatic Investment Plan as described in the prospectus in the
_______________________ Fund beginning on ____________ of _______ .
MONTH YEAR

I hereby instruct Firstar Mutual Fund Services, LLC, Transfer Agent for the
Jundt Funds to automatically transfer $ __________ (minimum $50) directly from
my checking or savings account named below on the _______ of each month or the
first business day thereafter. I understand that I will be assessed a $25 fee if
the automatic purchase cannot be made due to insufficient funds, stop payment,
or for any other reason. Automatic Investment Plan contributions to any IRA will
be reported as current year contributions.

--------------------------------------------------------------------------------
NAME(S) ON BANK ACCOUNT

--------------------------------------------------------------------------------
BANK NAME ACCOUNT NUMBER

--------------------------------------------------------------------------------
BANK ADDRESS BANK ROUTING/ABA#

--------------------------------------------------------------------------------
SIGNATURE OF BANK ACCOUNT OWNER SIGNATURE OF JOINT OWNER

--------------------------------------------------------------------------------
F. SYSTEMATIC WITHDRAWALS

I would like to withdraw from the Jundt Funds $_______________ ($100 minimum,
$10,000 account value minimum) as follows:

[ ] I would like to have payments made to me on or about the __________ day of
each month, or
[ ] I would like to have payments made to me on or about the __________ day of
the months that I have circled below:

Jan. Feb. Mar. Apr. May June July Aug. Sept. Oct. Nov. Dec.

[ ] To have payments automatically deposited to your bank account. Complete
bank account information below. (A check will be mailed to the address in
Section C if this box is not checked.)

--------------------------------------------------------------------------------
NAME(S) ON BANK ACCOUNT

--------------------------------------------------------------------------------
BANK NAME ACCOUNT NUMBER

--------------------------------------------------------------------------------
BANK ADDRESS BANK ROUTING/ABA#

TO ENSURE PROPER CREDITING OF YOUR BANK ACCOUNT, PLEASE ATTACH A VOIDED CHECK OR
A DEPOSIT SLIP.

<PAGE>

--------------------------------------------------------------------------------
G. LETTER OF INTENT

[ ] I agree to the terms of the Letter of Intent set forth in the prospectus
and in the Statement of Additional Information. Although I am not obligated
to do so, it is my intention to invest over a 13-month period in shares of
Jundt Funds on which a sales load has been paid an aggregate amount equal
to at least:

[ ] $25,000
[ ] $50,000
[ ] $100,000
[ ] $250,000
[ ] $1,000,000

--------------------------------------------------------------------------------
H. RIGHT OF ACCUMULATION

As set forth in the prospectus, a reduced sales load applies to any purchase of
Jundt Funds shares, sold with a front-end sales load. Below is a list of
accounts of qualifying individuals, organizations or other persons with which I
wish to combine my purchase for reduced sales charge purposes.

1. _____________________________________________________________________________
ACCOUNT NUMBER FUND NAME NAME(S) ON ACCOUNT

2. _____________________________________________________________________________
ACCOUNT NUMBER FUND NAME NAME(S) ON ACCOUNT

3. _____________________________________________________________________________
ACCOUNT NUMBER FUND NAME NAME(S) ON ACCOUNT

--------------------------------------------------------------------------------
I. SIGNATURE AND CERTIFICATION REQUIRED BY THE INTERNAL REVENUE SERVICE

I have received and read the Prospectus for the Jundt Funds (the "Fund"). I
understand the Fund's investment objectives and policies and agree to be bound
by the terms of the Prospectus. I am of legal age in my state of residence and
have full authority to purchase shares of the Fund and to establish and use any
related privileges.

Neither the Fund nor its transfer agent will be responsible for the authenticity
of transaction instructions received by telephone, provided that reasonable
security procedures have been followed.

By selecting the options in Section D, E, F, I hereby authorize the Fund to
initiate credits and debits to my account at the bank indicated and for the bank
to credit or debit the same to such account through the Automated Clearing House
("ACH") system.

UNDER THE PENALTY OF PERJURY, I CERTIFY THAT (1) THE SOCIAL SECURITY NUMBER OR
TAXPAYER IDENTIFICATION NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER
IDENTIFICATION NUMBER, AND (2) I AM NOT SUBJECT TO BACKUP WITHHOLDING EITHER 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. THE IRS DOES NOT
REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE
CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.

--------------------------------------------------------------------------------
SIGNATURE OF OWNER* DATE (Mo/Dy/Yr)

--------------------------------------------------------------------------------
SIGNATURE OF OWNER, if any DATE (Mo/Dy/Yr)

*If shares are to be registered in (1) joint names, both persons should sign,
(2) a custodian for a minor, the custodian should sign, (3) a trust, the
trustee(s) should sign, or (4) a corporation or other entity, an officer should
sign and print name and title on space provided below.

--------------------------------------------------------------------------------
PRINT NAME AND TITLE OF OFFICER SIGNING FOR A CORPORATION OR OTHER ENTITY

--------------------------------------------------------------------------------
J. DEALER INFORMATION

Please be sure to complete representative's first name and middle initial.

--------------------------------------------------------------------------------
DEALER NAME REPRESENTATIVE'S LAST NAME

DEALER HEAD OFFICE REPRESENTATIVE'S BRANCH OFFICE

--------------------------------------------------------------------------------
ADDRESS ADDRESS

--------------------------------------------------------------------------------
CITY/STATE/ZIP CITY/STATE/ZIP

( ) ( )
--------------------------------------------------------------------------------
TELEPHONE NUMBER TELEPHONE NUMBER REP'S A.E. NUMBER

<PAGE>

FIRMS THAT PROVIDE SERVICES TO THE FUNDS

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
Firstar Mutual Fund Services, LLC
615 East Michigan Street, 3rd Floor
Milwaukee, Wisconsin 53202-5207

TRANSFER AGENT
Firstar Mutual Fund Services, LLC
615 East Michigan Street, 3rd Floor
Milwaukee, Wisconsin 53202-5207

CUSTODIAN
Firstar Bank, N.A.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

INDEPENDENT AUDITORS
KPMG LLP
4200 Norwest Center
Minneapolis, Minnesota 55402

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

35
<PAGE>

ADDITIONAL INFORMATION ABOUT THE FUNDS

The Funds' annual and semi-annual shareholder reports include additional
information about each Fund's investments and about market conditions and
investment strategies that significantly affected each Fund's performance during
the covered period. The Funds' Statement of Additional Information contains
further information about each Fund and is incorporated into this Prospectus by
reference.

You may make shareholder inquiries or obtain a free copy of the Funds' most
recent annual and semi-annual shareholder report or the Funds' current Statement
of Additional Information by:

o CALLING THE FUNDS at 1-800-370-0612; or

o WRITING THE FUNDS at 615 East Michigan Street, 3rd Floor, Milwaukee, WI
53202-5207.

You may review or copy (for normal copying fees) information about the
Funds (including the Statement of Additional Information) by visiting the SEC's
Public Reference Room in Washington, D.C. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 202-942-8090. You
also may request copies by writing to the Public Reference Section of the SEC at
Washington, D.C. 20549-0102 or requests for information may be sent by
electronic request to the following e-mail address: [email protected]. Reports
and other information about the Funds, including the Statement of Additional
Information, are also available free on the SEC's Internet site at
http://www.sec.gov.

TABLE OF CONTENTS

PAGE
----
THE FUNDS ............................................................... 2
RISK/RETURN SUMMARY ..................................................... 2
FEES AND EXPENSES ....................................................... 11
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS .............................. 17
MANAGEMENT OF THE FUNDS ................................................. 22
HOW TO BUY FUND SHARES .................................................. 23
DECIDING WHICH CLASS OF SHARES TO BUY ................................... 24
HOW TO SELL YOUR FUND SHARES ............................................ 27
DISTRIBUTIONS AND TAXES ................................................. 29
FINANCIAL HIGHLIGHTS .................................................... 30
FIRMS THAT PROVIDE SERVICES TO THE FUNDS ................................ 35
ADDITIONAL INFORMATION ABOUT THE FUNDS .................................. 36

IN DECIDING WHETHER OR NOT TO INVEST, YOU SHOULD NOT RELY ON ANY
INFORMATION CONCERNING THE FUNDS OTHER THAN INFORMATION CONTAINED OR REFERENCED
IN THIS PROSPECTUS. INFORMATION INCLUDED IN THIS PROSPECTUS IS CURRENT AS OF
JULY 1, 2000 BUT MAY CHANGE WITHOUT NOTICE AFTER SUCH DATE.

Investment Company Act File Nos. 811-06317 (Growth Fund) and 811-09128
(U.S. Emerging Growth Fund, Opportunity Fund, Twenty-Five Fund, Mid-Cap Fund
and Science & Technology Fund).

<PAGE>

[LOGO] JUNDT FUNDS

SEARCHING TODAY FOR THE GENIUSES OF TOMORROW(SM)

JUNDT GROWTH FUND
JUNDT U.S. EMERGING GROWTH FUND
JUNDT OPPORTUNITY FUND
JUNDT TWENTY-FIVE FUND
JUNDT MID-CAP GROWTH FUND
JUNDT SCIENCE & TECHNOLOGY FUND

PROSPECTUS

(CLASS I SHARES ONLY)

JULY 1, 2000

<PAGE>

THE FUNDS

The Jundt Growth Fund, Inc. (Growth Fund), Jundt U.S. Emerging Growth Fund
(U.S. Emerging Growth Fund), Jundt Opportunity Fund (Opportunity Fund), Jundt
Twenty-Five Fund (Twenty-Five Fund), Jundt Mid-Cap Growth Fund (Mid-Cap Growth
Fund) and Science & Technology Fund (Science & Technology Fund) are
professionally managed mutual funds. An investor in any Fund becomes a
"shareholder" of the Fund. Each Fund currently offers its shares in four classes
(Class A, Class B, Class C and Class I). Different sales charges (loads) and
other expenses apply to each class. This Prospectus relates exclusively to each
Fund's Class I shares.

CLASS I SHARES ARE BEING OFFERED IN THIS PROSPECTUS EXCLUSIVELY TO
DIRECTORS, OFFICERS, EMPLOYEES OR CONSULTANTS OF THE FUNDS, JUNDT ASSOCIATES,
INC. OR U.S. GROWTH INVESTMENTS, INC., IMMEDIATE FAMILY MEMBERS OF SUCH
PERSONS, AND LINEAL ANCESTORS (PARENTS, GRANDPARENTS, ETC.) AND DESCENDANTS
(CHILDREN, GRANDCHILDREN, ETC.) OF SUCH PERSONS AND TO ACCOUNTS BENEFITING ANY
SUCH PERSONS.

BEFORE YOU INVEST, PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE
REFERENCE.

RISK/RETURN SUMMARY

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

WHAT ARE THE FUNDS' PRINCIPAL INVESTMENT STRATEGIES?

o TWENTY-FIVE maintains a more concentrated portfolio of approximately,
but not less than, 25 stocks of primarily American growth companies,
without regard to their size. The Fund may enter into options and
futures transactions to protect against adverse market price changes
when the Fund's investment adviser believes that market conditions make
it advisable to do so. In

2
<PAGE>

addition, the Fund may employ leverage, sell securities short and buy
and sell futures and options contracts on an opportunistic basis to
generate additional investment returns.

o MID-CAP GROWTH FUND maintains a core portfolio of approximately 30 to
50 stocks of primarily medium-size American growth companies. These
include the companies that comprise the S&P Mid-Cap 400 Index (which
currently have market capitalizations ranging from approximately $170
million to approximately $12 billion). However, the Fund may also
invest in companies with market capitalizations that fall outside this
range. The Fund may enter into options and futures transactions to
protect against adverse market price changes when the Fund's investment
adviser believes that market conditions make it advisable to do so. The
Fund may employ leverage, sell securities short and buy and sell
futures and options contracts on an opportunistic basis to generate
additional investment returns.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUNDS?

YOUR FUND INVESTMENT WILL BE SUBJECT TO VARIOUS RISKS. THESE RISKS MAY
CAUSE YOU TO LOSE MONEY BY MAKING AN INVESTMENT IN THE FUND. YOUR INVESTMENT
WILL NOT BE A BANK DEPOSIT AND WILL NOT BE INSURED OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. SOME OF THE MORE
IMPORTANT RISKS OF EACH FUND, AND A BRIEF DESCRIPTION OF THESE RISKS, ARE
PROVIDED BELOW.

GROWTH FUND

U.S. EMERGING GROWTH FUND

OPPORTUNITY FUND

TWENTY-FIVE FUND

3
<PAGE>

MID-CAP GROWTH FUND

SCIENCE & TECHNOLOGY FUND

o General investment risk
o Risk of owning equity securities
o Risk of owning stocks of smaller and medium-size companies
o Risk of being a "non-diversified" fund
o Risk of concentration of investments in a single market sector
o Volatility of investments in science and technology sector
o Risk of employing "leverage"
o Risks of investing in options and futures contracts to protect against
adverse market price changes and to generate additional income
o Risk of selling securities short

o RISK OF OWNING EQUITY SECURITIES. Common Stocks, the primary investment
of each Fund, tend to be more volatile than other investment choices.
As a result, each Fund's portfolio will likely be subject to sharper
declines in value compared with portfolios comprised of other
investment choices.

o RISK OF OWNING SMALLER AND MEDIUM-SIZE COMPANY STOCKS. Investments in
stocks of smaller and medium size companies may fluctuate more sharply
than those of larger, more established companies and, therefore, may
expose the Funds to greater price volatility. While stocks of
medium-size companies may be slightly less volatile than those of
smaller companies, they still involve substantial risk and their prices
may be subject to more abrupt or erratic movements than those of
larger, more established companies or the market averages in general.

o RISK OF MARKET SECTOR CONCENTRATION AND VOLATILITY OF SCIENCE AND
VOLATILITY OF INVESTMENTS IN SCIENCE AND TECHNOLOGY SECTOR. When a Fund
concentrates in a market sector, financial, economic, business and
other developments affecting that sector may have a greater impact on
the Fund's performance than if it had not concentrated in that sector.
Science & Technology Fund is heavily concentrated in the science and
technology sector, which includes, among others, the computer software
and hardware, semiconductor, electronics, communications, information
services, media, biotechnology, life sciences and healthcare, chemicals
and synthetic materials and e-commerce industries. Securities in the
science and technology sector are often subject to unusually high price
volatility. As a result, adverse developments affecting the science and
technology sector may cause sharp declines in the NAV of Science &
Technology Fund's shares.

4
<PAGE>

WHO SHOULD AND SHOULD NOT INVEST IN THE FUNDS?

The Funds are designed for long-term investors who can bear the risks that
such an investment entails. Investors looking for current income or short-swing
market gains should not invest in the Funds.

HOW HAVE THE FUNDS PERFORMED OVER TIME?

5
<PAGE>

GROWTH FUND

CLASS I SHARES AVERAGE ANNUAL TOTAL RETURN* FOR EACH YEAR ENDED DECEMBER 31:

[BAR CHART]

'92** 0.71%
'93** 0.06%
'94** 4.68%
'95** 17.81%
'96 15.22%
'97 10.85%
'98 43.30%
'99 19.97%

------------------
*QUOTED RETURNS ASSUME REINVESTMENT OF ALL DISTRIBUTIONS.

**TOTAL RETURN PRIOR TO DECEMBER 29, 1995 REFLECTS THE FUND'S PERFORMANCE AS A
CLOSED-END FUND.

Best Quarter: .......... (Q4, '98) 24.32%
Worst Quarter: ......... (Q2, '94) (6.36)%

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 1999:

SINCE
INCEPTION
1-YEAR 5-YEAR (9/3/91)
------ ------ --------
Class I .................... 19.97% 20.92% 14.19%
Russell 1000 Index ......... 20.91% 20.03% 19.77%

------------------
QUOTED RETURNS ASSUME REINVESTMENT OF ALL DISTRIBUTIONS. THE RUSSELL 1000 INDEX
MEASURES THE PERFORMANCE OF THE 1,000 LARGEST U.S. COMPANIES BASED ON TOTAL
MARKET CAPITALIZATION. THE INDEX IS NOT AN ACTUAL INVESTMENT AND DOES NOT
REFLECT THE DEDUCTION OF EXPENSES THAT MUTUAL FUND INVESTORS BEAR.

6
<PAGE>

U.S. EMERGING GROWTH FUND

CLASS I SHARES AVERAGE ANNUAL TOTAL RETURN* FOR EACH YEAR ENDED DECEMBER 31:

[BAR CHART]

'96 44.32%
'97 33.87%
'98 39.06%
'99 49.51%

------------------
*QUOTED RETURNS ASSUME REINVESTMENT OF ALL DISTRIBUTIONS.

Best Quarter: .......... (Q4, '99) 44.76%
Worst Quarter: ......... (Q1, '97) (6.00)%

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 1999:

SINCE
INCEPTION
1-YEAR (1/2/96)
------ --------
Class I ............................ 49.51% 41.60%
Russell 2000 Growth Index .......... 43.09% 16.12%

------------------
QUOTED RETURNS ASSUME REINVESTMENT OF ALL DISTRIBUTIONS. THE RUSSELL 2000 GROWTH
INDEX MEASURES THE PERFORMANCE OF THE COMPANIES WITHIN THE RUSSELL 2000 INDEX
WITH RELATIVELY HIGHER PRICE-TO-BOOK RATIOS AND FORECASTED GROWTH VALUES. THE
INDEX IS NOT AN ACTUAL INVESTMENT AND DOES NOT REFLECT THE DEDUCTION OF EXPENSES
THAT MUTUAL FUND INVESTORS BEAR.

7
<PAGE>

OPPORTUNITY FUND

CLASS I SHARES AVERAGE ANNUAL TOTAL RETURN* FOR EACH YEAR ENDED DECEMBER 31:

[BAR CHART]

'97 41.45%
'98 61.29%
'99 36.55%

------------------
*QUOTED RETURNS ASSUME REINVESTMENT OF ALL DISTRIBUTIONS.

Best Quarter: .......... (Q4, '99) 28.87%
Worst Quarter: ......... (Q3, '99) (4.63)%

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 1999:

SINCE
INCEPTION
1-YEAR (12/26/96)
------ ----------
Class I ........................... 36.55% 45.17%
Russell 1000 Growth Index ......... 33.16% 33.23%

------------------
QUOTED RETURNS REFLECT THE DEDUCTION OF MAXIMUM FRONT-END SALES CHARGES OR
APPLICABLE CONTINGENT DEFERRED SALES CHARGES AND ASSUME REINVESTMENT OF ALL
DISTRIBUTIONS. THE RUSSELL 1000 GROWTH INDEX MEASURES THE PERFORMANCE OF THE
COMPANIES WITHIN THE RUSSELL 1000 INDEX WITH RELATIVELY HIGHER PRICE-TO-BOOK
RATIOS AND FORECASTED GROWTH VALUES. THE INDEX IS NOT AN ACTUAL INVESTMENT AND
DOES NOT REFLECT THE DEDUCTION OF EXPENSES THAT MUTUAL FUND INVESTORS BEAR.

8
<PAGE>

TWENTY-FIVE FUND

CLASS I SHARES AVERAGE ANNUAL TOTAL RETURN* FOR EACH YEAR ENDED DECEMBER 31:

[BAR CHART]

'98 75.43%
'99 42.00%

------------------
*QUOTED RETURNS ASSUME REINVESTMENT OF ALL DISTRIBUTIONS.

Best Quarter: .......... (Q4, '99) 23.62%
Worst Quarter: ......... (Q3, '99) (4.50)%

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD ENDED DECEMBER 31, 1999:

SINCE
INCEPTION
1-YEAR (12/31/97)
------ ----------
Class I ........................... 42.00% 57.84%
Russell 1000 Growth Index ......... 33.16% 35.91%

------------------
QUOTED RETURNS ASSUME REINVESTMENT OF ALL DISTRIBUTIONS. THE RUSSELL 1000 GROWTH
INDEX MEASURES THE PERFORMANCE OF THE COMPANIES WITHIN THE RUSSELL 1000 INDEX
WITH RELATIVELY HIGHER PRICE-TO-BOOK RATIOS AND FORECASTED GROWTH VALUES. THE
INDEX IS NOT AN ACTUAL INVESTMENT AND DOES NOT REFLECT THE DEDUCTION OF EXPENSES
THAT MUTUAL FUND INVESTORS BEAR.

MID-CAP GROWTH FUND AND SCIENCE & TECHNOLOGY FUND

No performance information is provided for Mid-Cap Growth Fund and Science
& Technology Fund because, as new funds, they have no investment history.

9
<PAGE>

FEES AND EXPENSES

The following tables describe the fees and expenses that you may pay if you
buy and hold Class I Fund shares.

GROWTH FUND

<TABLE>
<S> <C>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of
offering price) ......................................................... None
Maximum Deferred Sales Charge (Load) (as a percentage of purchase price or
redemption proceeds, whichever is lower) ................................ None

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees . ........................................................ 1.00%
Distribution and/or Service (12b-1) Fees ................................. None
Other Expenses ........................................................... 0.56
----
Total Annual Fund Operating Expenses ..................................... 1.56%
</TABLE>

IN ADDITION, IF YOU REQUEST THAT THE PROCEEDS OF ANY SALE OF YOUR SHARES BE SENT
TO YOU BY WIRE TRANSFER, THE TRANSFER AGENT OR DISTRIBUTOR WILL CHARGE YOU A
WIRE FEE.

EXAMPLE: We provide this example to help you compare the cost of investing in
each Fund's Class I shares with the cost of investing in other mutual funds. The
example assumes that you invest $10,000 in each Fund share class for the time
periods indicated and then redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each year
and that the Fund's operating expenses remain the same. Although your actual
expenses may be higher or lower, based on these assumptions your costs would be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
$159 $493 $850 $1,856

U.S. EMERGING GROWTH FUND

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees .......................................................... 1.00%
Distribution and/or Service (12b-1) Fees ................................. None
Other Expenses ........................................................... 0.88
----
Total Annual Fund Operating Expenses ..................................... 1.88%*
</TABLE>

------------------
*EXPENSE REIMBURSEMENTS. During the year ended December 31, 1999, the Fund's
investment adviser reimbursed certain Fund operating expenses. After such
reimbursements, "Total Annual Fund Operating Expenses" for Class I shares were
1.55%. The investment adviser may continue, discontinue or change these
reimbursements at any time in its sole discretion.

IN ADDITION, IF YOU REQUEST THAT THE PROCEEDS OF ANY SALE OF YOUR SHARES BE SENT
TO YOU BY WIRE TRANSFER, THE TRANSFER AGENT OR DISTRIBUTOR WILL CHARGE YOU A
WIRE FEE.

10
<PAGE>

the Fund's operating expenses remain the same. Although your actual expenses may
be higher or lower, based on these assumptions your costs would be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
$191 $591 $1,016 $2,201

OPPORTUNITY FUND

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees .......................................................... 1.30%
Distribution and/or Service (12b-1) Fees ................................. None
Other Expenses** ......................................................... 0.77
----
Total Annual Fund Operating Expenses ..................................... 2.07%*
</TABLE>

------------------
*EXPENSE REIMBURSEMENTS. During the year ended December 31, 1999, the Fund's
investment adviser reimbursed certain Fund operating expenses. After such
reimbursements, "Total Annual Fund Operating Expenses" for Class I shares were
1.89%. The investment adviser may continue, discontinue or change these
reimbursements at any time in its sole discretion.

**Before reimbursements.

IN ADDITION, IF YOU REQUEST THAT THE PROCEEDS OF ANY SALE OF YOUR SHARES BE SENT
TO YOU BY WIRE TRANSFER, THE TRANSFER AGENT OR DISTRIBUTOR WILL CHARGE YOU A
WIRE FEE.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
$210 $649 $1,114 $2,400

TWENTY-FIVE FUND

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees .......................................................... 1.30%
Distribution and/or Service (12b-1) Fees ................................. None
Other Expenses** ......................................................... 1.08
----
Total Annual Fund Operating Expenses . ................................... 2.38%*
</TABLE>

------------------
*EXPENSE REIMBURSEMENTS. During the year ended December 31, 1999, the Fund's
investment adviser reimbursed certain Fund operating expenses. After such
reimbursements, "Total Annual Fund Operating Expenses" for Class I shares were
2.00%. The investment adviser may continue, discontinue or change these
reimbursements at any time in its sole discretion.

**Before reimbursements.

IN ADDITION, IF YOU REQUEST THAT THE PROCEEDS OF ANY SALE OF YOUR SHARES BE SENT
TO YOU BY WIRE TRANSFER, THE TRANSFER AGENT OR DISTRIBUTOR WILL CHARGE YOU A
WIRE FEE.

11
<PAGE>

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
$241 $742 $1,270 $2,716

MID-CAP GROWTH FUND

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees .......................................................... 1.30%
Distribution and/or Service (12b-1) Fees ................................. None
Other Expenses** ......................................................... 2.19
----
Total Annual Fund Operating Expenses ..................................... 3.49%*
</TABLE>

------------------
*EXPENSE REIMBURSEMENTS. The Fund's investment adviser will reimburse certain
Fund operating expenses. After such reimbursements, "Total Annual Fund
Operating Expenses" for Class I shares are expected to be 2.00%. The
investment adviser may continue, discontinue or change these reimbursements at
any time in its sole discretion.

**Other Expenses are based on estimates for the current fiscal year before
reimbursements.

IN ADDITION, IF YOU REQUEST THAT THE PROCEEDS OF ANY SALE OF YOUR SHARES BE SENT
TO YOU BY WIRE TRANSFER, THE TRANSFER AGENT OR DISTRIBUTOR WILL CHARGE YOU A
WIRE FEE.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
$352 $1,071 $1,812 $3,765

12
<PAGE>

SCIENCE & TECHNOLOGY FUND

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
Management Fees .......................................................... 1.30%
Distribution and/or Service (12b-1) Fees ................................. None
Other Expenses** ......................................................... 2.19
----
Total Annual Fund Operating Expenses ..................................... 3.49%*
</TABLE>

------------------
*EXPENSE REIMBURSEMENTS. The Fund's investment adviser will reimburse certain
Fund operating expenses. After such reimbursements, "Total Annual Fund
Operating Expenses" for Class I shares are expected to be 2.00%. The
investment adviser may continue, discontinue or change these reimbursements at
any time in its sole discretion.

**Other Expenses are based on estimates for the current fiscal year before
reimbursements.

IN ADDITION, IF YOU REQUEST THAT THE PROCEEDS OF ANY SALE OF YOUR SHARES BE SENT
TO YOU BY WIRE TRANSFER, THE TRANSFER AGENT OR DISTRIBUTOR WILL CHARGE YOU A
WIRE FEE.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
$352 $1,540 $2,242 $4,092

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

INVESTMENT OBJECTIVE OF EACH FUND

A Fund may not change its investment objective without the approval of the
Fund's shareholders.

INVESTMENT STRATEGIES

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

13
<PAGE>

of its portfolio in stocks of such companies. The Fund may not employ
leverage or sell securities short. The Fund may enter into options and
futures transactions to protect against adverse market price changes
when the Fund's investment adviser believes that market conditions make
it advisable to do so, but not to generate additional investment
returns.

o MID-CAP GROWTH FUND is a non-diversified fund that, in normal market
conditions, maintains a core portfolio of approximately 30 to 50 stocks
of primarily medium-size American growth companies. These include the
companies that comprise the S&P Mid-Cap 400 (which currently have
market capitalizations ranging from approximately $170 million to
approximately $12 billion). However, the Fund may also invest in
companies with market capitalizations that fall outside this range. In
normal market conditions, the Fund will invest at least 65% of its
portfolio in stocks of such companies. The Fund may enter into options
and futures transactions to protect against adverse market price
changes when the Fund's investment adviser believes that market
conditions make it advisable to do so. In addition, the Fund may employ
leverage, sell securities short and buy and sell futures and options
contracts on an opportunistic basis to generate additional investment
returns. As described below, these techniques involve additional risk.

Jundt Associates, Inc., each Fund's investment adviser, seeks to invest in
stocks of the fastest growing American companies and, to a limited extent, in
domestically traded stocks of 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, Jundt Associates seeks companies it believes
offer significant potential for growth in revenue and earnings. Jundt Associates
believes that such companies offer investors the greatest potential for
long-term capital appreciation. Jundt Associates employs a fundamental "bottom
up" approach to identify such companies. In other words, Jundt Associates looks
at each company's revenue and earnings growth potential, as well as its
competitive, management, market and other characteristics. In general, the
investment adviser selects stocks without regard to

14
<PAGE>

market sectors (except with respect to Science & Technology Fund) and other
defined selection criteria or the potential for dividends.

OVERALL RISKS OF INVESTING IN THE FUNDS

15
<PAGE>

Fund's assets must be fully diversified. This means that no one issuer
(excluding the U.S. Government) in the fully diversified half of the portfolio
may account for more than 5% of the Fund's total assets.

MARKET SECTOR CONCENTRATION. When a Fund concentrates in a market sector,
financial, economic, business and other developments affecting that sector may
have a greater impact on the Fund's performance than if it had not concentrated
in that sector. Each Fund may invest more than 25% of its assets in one or more
sector but may not invest more than 25% of its assets in any single industry.
Science & Technology Fund, however, is heavily concentrated in the science and
technology sector, which includes, among others, the computer software and
hardware, semiconductor, electronics, communications, information services,
media, biotechnology, life sciences and healthcare, chemicals and synthetic
materials and e-commerce industries. Companies in the rapidly changing fields of
science and technology often face unusually high price volatility, both in terms
of gains and losses. The potential for wide variation in performance is based on
the special risks common to these stocks. For example, products or services that
at first appear promising may not prove commercially successful or may become
obsolete quickly. Earnings disappointments can result in sharp price declines.
As a result of its concentration in the science and technology sector, Science &
Technology Fund's shares are subject to abrupt or erratic price movements and
are likely to fluctuate in value more than those of a fund investing in a
broader range of securities.

RISKS RELATING TO CERTAIN PRINCIPAL INVESTMENT STRATEGIES

INVESTMENTS IN SMALLER AND MEDIUM SIZE COMPANIES. U.S. Emerging Growth
Fund will, and Opportunity Fund, Twenty-Five Fund, Mid-Cap Growth Fund and
Science & Technology 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. 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. While stocks of medium-size companies may be slightly less
volatile than those of smaller companies, they still involve substantial risk
and their prices may be subject to more abrupt or erratic movements than those
of larger, more established companies or the market averages in general.

16
<PAGE>

17
<PAGE>

MANAGEMENT OF THE FUNDS

Jundt Associates, Inc. serves as each Fund's investment adviser and, as
such, is responsible for managing each Fund's investment portfolio.

o PAUL W. BOTTUM has been a Portfolio Manager with Jundt Associates since
March 2000, as well as an Analyst with Jundt Associates since August
1999. From March 1998 to December 1998, he was the Vice President of
Sales with More Medical, Inc. From July 1995 to February 1998, he was
the Director of Marketing with Spine-Tech, Inc. From October 1991 to
June 1995, he was a project manager with Scimed Life Systems. He
graduated in 1985 with a B.A. degree and in 1987 with an M.S. degree in
Business Administration from the University of Wisconsin. He graduated
from the University of Minnesota in 1992 with a Ph.D. in Business
Administration.

It is anticipated that control of Jundt Associates will pass from James R.
Jundt to Marcus E. Jundt in the near future. Under the Investment Advisers Act,
this change of control is deemed to be an assignment of the investment advisory
agreement with each of the Funds, resulting in their automatic termination.
Prior to the change of control, shareholders of Growth Fund, U.S. Emerging
Growth Fund, Opportunity Fund and Twenty-Five Fund will vote on the approval of
new investment advisory agreements. The new investment advisory agreements will
be identical to the existing investment advisory agreements. The initial
shareholder of each of Mid-Cap Growth Fund and Science & Technology Fund has
already approved both the existing and new investment advisory agreements for
Mid-Cap Growth Fund and Science & Technology Fund.

Each Fund also engages various other service providers, as set forth under
"Firms that Provide Services to the Funds" below.

18
<PAGE>

HOW TO BUY FUND SHARES

Class I shares are being offered in this Prospectus exclusively to
directors, officers, employees or consultants of the Funds, Jundt Associates,
Inc. or U.S. Growth Investments, Inc., immediate family members of such
persons, and lineal ancestors (parents, grandparents, etc.) and descendants
(children, grandchildren, etc.) of such persons and to accounts benefiting any
such persons. IF YOU ARE NOT SUCH PERSON OR ACCOUNT, YOU MAY NOT PURCHASE CLASS
I SHARES (OR ANY OTHER CLASS OF FUND SHARES) UNDER THIS PROSPECTUS.

If you are such a person or account, you may purchase any Fund's Class I
shares at their NAV next determined after your order is received.

You may purchase Fund shares on any day the New York Stock Exchange (NYSE)
is open for business (generally, every week day other than customary national
holidays).

DETERMINATION OF NAV. NAV generally is calculated once daily after the
close of normal trading on the NYSE (generally 4:00 p.m., New York time) on each
day the NYSE is open for business. The NAV of each share is the value of that
share's portion of the Fund's assets, minus its portion of the Fund's
liabilities. The most significant asset of each Fund is the Fund's investments.
Each Fund generally values its investments based on their closing market values.
If closing market values are not readily available for certain investments, such
investments are valued at their "fair value" as determined by or under the
supervision of the Funds' Board of Directors. Debt securities may be valued
based on quotations furnished by pricing services or by dealers who make a
market in those securities.

MINIMUM INVESTMENTS. The minimum initial investment in Class I shares of
any Fund is $1,000. You may make subsequent investments of at least $50. These
minimums may not apply to certain retirement plans or custodial accounts for the
benefit of minors. Contact the Funds for more information.

OPENING AN ACCOUNT. You may open an account with and purchase Fund shares
from the Funds' distributor, U.S. Growth Investments (by contacting the Funds by
mail or phone, as set forth below).

o PURCHASE BY MAIL. Complete the attached application and mail it, along
with a check payable to the applicable Fund, to: Jundt Funds, P.O. Box
701, Milwaukee, WI 53201-0701 (for regular mail) or 615 East Michigan
Street, 3rd Floor, Milwaukee, WI 53201-5207 (for overnight delivery).
YOU MAY NOT PURCHASE SHARES WITH A THIRD PARTY CHECK.

You may also open an account with and purchase Fund shares from firms that
have selling agreements with U.S. Growth Investments. In addition to any
applicable front-end or deferred sales charges, you may be charged an additional
fee at the time you purchase or redeem Fund shares through a broker or agent.
U.S. Growth Investments currently imposes no such fee (other than wire transfer
charges) if you make purchases or redemptions directly through U.S. Growth
Investments. Most firms are not authorized to sell Class I shares.

AUTOMATIC INVESTMENT PLAN. You may make automatic monthly investments of at
least $50 through each Fund's Automatic Investment Plan. For additional
information, call your broker or the Funds.

19
<PAGE>

HOW TO SELL YOUR FUND SHARES

You normally may sell (redeem) your Fund shares on any business day at
their next-determined NAV after receipt of your redemption request. The Funds
normally make payment within three days. However, if you very recently purchased
your 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 NAV at the time of redemption.

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

o you request to redeem more than $50,000 worth of shares;

o you have changed your account registration or address within the last
30 days;

o you request the check be mailed to a different address than the one on
your account;

o you request the check be made payable to someone other than the account
owner; or

o you request the redemption or exchange proceeds be transferred to an
account with a different registration.

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

The minimum amount which you may exchange is $1,000. The Funds may restrict
the frequency of, or otherwise modify, condition, terminate or impose charges
upon, exchanges. An exchange is considered a sale of shares for income tax
purposes.

20
<PAGE>

DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

TAXES

"BUYING A DISTRIBUTION"

THIS TAX INFORMATION IS GENERAL IN NATURE. YOU SHOULD CONSULT YOUR TAX
ADVISER REGARDING FEDERAL, STATE, LOCAL OR FOREIGN TAX ISSUES THAT MAY RELATE
TO YOU SPECIFICALLY.

21
<PAGE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
BEGINNING NET REALIZED DIVIDENDS DISTRIBUTIONS
NET ASSET NET AND UNREALIZED FROM NET FROM NET
VALUE PER INVESTMENT GAIN (LOSS) ON INVESTMENT REALIZED
SHARE LOSS INVESTMENTS INCOME GAINS
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
GROWTH FUND -- CLASS I
Year ended 12/31/99 ..................... $ 16.83 (0.14) 3.49 -- (2.29)
Year ended 12/31/98 ..................... $ 14.28 (0.20) 6.27 -- (3.52)
Year ended 12/31/97 ..................... $ 13.69 (0.19) 1.63 -- (0.85)
Year ended 12/31/96 ..................... $ 11.95 (0.23) 2.05 -- (0.08)
Year ended 12/31/95 ..................... $ 14.95 (0.12) 2.71 -- (5.59)

U.S. EMERGING GROWTH FUND -- CLASS I
Year ended 12/31/99 ..................... $ 15.22 (0.04) 7.55 -- (0.44)
Year ended 12/31/98 ..................... $ 13.25 (0.13) 5.10 -- (3.00)
Year ended 12/31/97 ..................... $ 12.51 (0.07) 4.12 -- (3.31)
Period from 1/2/96* to 12/31/96 ......... $ 10.00 (0.11) 4.53 -- (1.91)
</TABLE>

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

(1)Total 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 returns prior to December 29, 1995, reflect performance of
the Growth Fund as a closed-end Fund (assuming dividend reinvestment pursuant
to the 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 returns for
periods of less than one full year are not annualized.

(2)Adjusted to an annual basis.

22
<PAGE>

<TABLE>
<CAPTION>
RATIO TO AVERAGE NET ASSETS
----------------------------------------
ENDING
NET ASSET NET PORTFOLIO NET ASSETS AT
VALUE PER INVESTMENT NET GROSS TOTAL TURNOVER END OF PERIOD
SHARE LOSS EXPENSES EXPENSES RETURN(1) RATE (000'S OMITTED)
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

$ 22.29 (0.00)% 1.55% 1.88% 49.51% 248% $ 12,455
$ 15.22 (0.91)% 1.55% 2.68% 39.06% 197% $ 10,344
$ 13.25 (0.63)% 1.55% 3.10% 33.87% 264% $ 11,773
$ 12.51 (1.09)%(2) 1.55%(2) 3.44%(2) 44.32% 204% $ 9,025
</TABLE>

23
<PAGE>

<TABLE>
<CAPTION>
BEGINNING NET REALIZED DIVIDENDS DISTRIBUTIONS ENDING
NET ASSET NET AND UNREALIZED FROM NET FROM NET NET ASSET
VALUE PER INVESTMENT GAIN (LOSS) ON INVESTMENT INVESTMENT VALUE PER
SHARE LOSS INVESTMENTS INCOME GAINS SHARE
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
OPPORTUNITY FUND -- CLASS I
Year ended 12/31/99 ......... $ 15.93 (0.16) 5.98 -- (0.17) $ 21.58
Year ended 12/31/98 ......... $ 11.06 (0.14) 6.85 -- (1.84) $ 15.93
Year ended 12/31/97 ......... $ 9.87 (0.14) 4.12 -- (2.79) $ 11.06
Period from 12/26/96*
to 12/31/96 ................ $ 10.00 -- (0.13) -- -- $ 9.87

TWENTY-FIVE FUND -- CLASS I
Year ended 12/31/99 ......... $ 16.07 (0.12) 6.87 -- -- $ 22.82
Year ended 12/31/98 ......... $ 10.00 (0.10) 7.61 (0.09) (1.35) $ 16.07
</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 of less than one
full year are not annualized.

(2)Adjusted to an annual basis.

(3)For Opportunity Fund, excluding interest expense, net of reimbursement.

(4)For Opportunity Fund, excluding interest expense, before reimbursement.

(5)For Opportunity Fund, including interest expense, before reimbursement.

24
<PAGE>

<TABLE>
<CAPTION>
RATIO TO AVERAGE NET ASSETS
-------------------------------------------------------------------
NET GROSS EXPENSES NET ASSETS AT
INVESTMENT NET GROSS INCLUDING TOTAL PORTFOLIO END OF PERIOD
LOSS EXPENSES(3) EXPENSES(4) INTEREST EXPENSE(5) RETURN(1) TURNOVER RATE (000'S OMITTED)
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
(0.86)% 1.89% 2.04% 2.08% 36.55% 318% $25,472
(1.04)% 1.89% 3.10% 3.20% 61.29% 376% $18,182
(1.56)% 1.89% 6.32% 6.70% 41.45% 298% $ 3,973

(1.89)%(2) 1.89%(2) 3.98%(2) 3.98%(2) (1.30)% 0% $ 286

(0.69)% 2.00% 2.38% N/A 42.00% 213% $10,001
(0.74)% 2.00% 9.12% N/A 75.43% 294% $ 2,926
</TABLE>

25
<PAGE>

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<PAGE>

[LOGO] JUNDT FUNDS
JUNDT FUNDS
PURCHASE APPLICATION
I-SHARES
Mail To: Jundt Funds
c/o Firstar Mutual Fund Services, LLC
PO Box 701
Milwaukee, WI 53201-0701

Overnight Express Mail To: Jundt Funds
c/o Firstar Mutual Fund Services, LLC
615 E. Michigan St., 3rd Floor
Milwaukee, WI 53202-5207

[ ] Jundt U.S. Emerging Growth Fund (150-181) $______________ [ ] [ ]

[ ] Jundt Opportunity Fund (150-182) $______________ [ ] [ ]

[ ] Jundt Twenty-Five Fund (150-183) $______________ [ ] [ ]

[ ] Jundt Mid-Cap Growth Fund (150-184) $______________ [ ] [ ]

[ ] Jundt Science & Technology Fund (150-185) $______________ [ ] [ ]
</TABLE>