JUNDT GROWTH FUND INC, 485BPOS, 2000-04-18

JUNDT GROWTH FUND INC
485BPOS, 2000-04-18

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
(File No. 33-99080)

Pre-Effective Amendment No. __ |_|
Post-Effective Amendment No. 5 |X|
AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
(File No. 811-06317)

Amendment No. 13 |X|
(Check appropriate box or boxes.)

THE JUNDT GROWTH FUND, INC.
(Exact Name of Registrant as Specified in Charter)

1550 UTICA AVENUE SOUTH, SUITE 950, MINNEAPOLIS, MN 55416
(Address of Principal Executive Offices) (Zip Code)

(952) 541-0677
(Registrant's Telephone Number, including Area Code)

JAMES R. JUNDT
1550 UTICA AVENUE SOUTH, SUITE 950, MINNEAPOLIS, MN 55416
(Name and Address of Agent for Service)

<TABLE>
<CAPTION>
COPIES TO:

James E. Nicholson Matthew L. Thompson P. Graham van der Leeuw
Faegre & Benson LLP Faegre & Benson LLP Faegre & Benson LLP
90 South Seventh Street, Suite 2200 90 South Seventh Street, Suite 2200 90 South Seventh Street, Suite 2200
Minneapolis, Minnesota 55402 Minneapolis, Minnesota 55402 Minneapolis, Minnesota 55402
</TABLE>

It is proposed that this filing will become effective (check
appropriate box):

|_| Immediately upon filing pursuant to paragraph (b) of Rule 485
|X| On [April 18, 2000] pursuant to paragraph (b) of Rule 485
|_| 60 days after filing pursuant to paragraph (a)(1) of Rule 485
|_| On [date] pursuant to paragraph (a)(1) of Rule 485
|_| 75 days after filing pursuant to paragraph (a)(2) of Rule 485
|_| on [date] pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:
|_| This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

Approximate date of proposed public offering: As soon as practicable following
the effective date of this registration statement.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
elected to register an indefinite number of shares of common stock under the
Securities Act of 1933 The Registrant's most recent Rule 24f-2 Notice (relating
to the Registrant's fiscal year ended December 31, 1999) was filed on Form 24F-2
with the Commission on February 28, 2000.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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<PAGE>

JUNDT FUNDS, INC.

REGISTRATION STATEMENT ON FORM N-1A

PART A

PROSPECTUS

<PAGE>

[LOGO]

SEARCHING TODAY FOR THE GENIUSES OF TOMORROW(SM)

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

PROSPECTUS

APRIL 18, 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) and Jundt
Twenty-Five Fund (Twenty-Five 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).

JUNDT U.S. EMERGING GROWTH FUND WILL DISCONTINUE THE PUBLIC SALE OF ITS
SHARES TO NEW INVESTORS AFTER APRIL 30, 2000. HOWEVER, SHAREHOLDERS WHO HAVE
OPEN JUNDT U.S. EMERGING GROWTH FUND ACCOUNTS ON THIS DATE MAY 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 JUNDT U.S. EMERGING GROWTH FUND ACCOUNTS UNDER CERTAIN LIMITED
CONDITIONS. IF A JUNDT 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' MAIN 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 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.

o U.S. EMERGING GROWTH FUND maintains a core portfolio of 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.

o OPPORTUNITY FUND maintains a core portfolio of 30 to 50 stocks of primarily
American growth companies without regard to their size. The Fund may employ
leverage, sell securities short and buy and sell futures and options
contracts to protect against adverse market price changes and 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 employ leverage, sell securities short
and buy and sell futures and options contracts to protect against adverse
market price changes and to generate additional investment returns.

<PAGE>

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUNDS?

Your Fund investment will be subject to various risks. 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 ARE SUMMARIZED 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 for hedging purposes

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 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 for hedging purposes

TWENTY-FIVE FUND

o GENERAL INVESTMENT RISK AND RISK OF OWNING EQUITY SECURITIES. Mutual funds do
not always meet their investment objectives. Common stocks, the primary
investment of each Fund, 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.

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.

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 EMPLOYING "LEVERAGE." A Fund that borrows money to purchase additional
investment securities (a 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 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.

<PAGE>

o RISK 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 and, in the case of Opportunity Fund and Twenty-Five
Fund, to attempt to realize additional investment returns. These techniques
involve additional risks, and there is no guarantee that the Funds will be
able to utilize them for their intended purposes. Their use by Opportunity
Fund and Twenty-Five Fund may involve risks similar to the use of leverage.

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.

<PAGE>

GROWTH FUND

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

[GRAPH]

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

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*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.

***YEAR-TO-DATE TOTAL RETURN FOR CLASS I SHARES FOR THE CALENDAR QUARTER ENDED
MARCH 31, 2000 WAS 2.07%. YEAR-TO-DATE TOTAL RETURN DOES NOT REFLECT THE
DEDUCTION OF APPLICABLE FRONT-END OR CONTINGENT DEFERRED SALES CHARGES.

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

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

<TABLE>
<CAPTION>
SINCE SINCE
INCEPTION INCEPTION
1-YEAR 5-YEAR (9/3/91) (12/29/95)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
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%

</TABLE>

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QUOTED RETURNS REFLECT THE DEDUCTION OF MAXIMUM FRONT-END SALES CHARGES OR
APPLICABLE CONTINGENT DEFERRED SALES CHARGES AND ASSUMES 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.

<PAGE>

U.S. EMERGING GROWTH FUND*

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

[GRAPH]

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

**YEAR-TO-DATE TOTAL RETURN FOR CLASS A SHARES FOR THE CALENDAR QUARTER ENDED
MARCH 31, 2000 WAS 4.03%. YEAR-TO-DATE TOTAL RETURN DOES NOT REFLECT THE
DEDUCTION OF APPLICABLE FRONT-END OR CONTINGENT DEFERRED SALES CHARGES.

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%

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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 WILL BE CLOSED TO NEW INVESTORS AFTER APRIL 30,
2000.

<PAGE>

OPPORTUNITY FUND

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

[GRAPH]

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

**YEAR-TO-DATE TOTAL RETURN FOR CLASS A SHARES FOR THE CALENDAR QUARTER ENDED
MARCH 31, 2000 WAS 3.03%. YEAR-TO-DATE TOTAL RETURN DOES NOT REFLECT THE
DEDUCTION OF APPLICABLE FRONT-END OR CONTINGENT DEFERRED SALES CHARGES.

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 (12/26/97)
----------- -----------
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%

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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.

<PAGE>

TWENTY-FIVE FUND

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

[GRAPH]

'98 75.21%
'99 41.59%

**YEAR-TO-DATE TOTAL RETURN FOR CLASS A SHARES FOR THE CALENDAR QUARTER ENDED
MARCH 31, 2000 WAS 7.61%. YEAR-TO-DATE TOTAL RETURN DOES NOT REFLECT THE
DEDUCTION OF APPLICABLE FRONT-END OR CONTINGENT DEFERRED SALES CHARGES.

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 (12/26/97)
----------- -----------
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%

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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.

<PAGE>

FEES AND EXPENSES

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

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS I
GROWTH FUND ----------- --------- --------- ------------
<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>

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

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

<PAGE>

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
U.S. EMERGING GROWTH FUND ------------- ----------- -----------
<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>

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*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.

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

<PAGE>

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
OPPORTUNITY FUND ------------- ----------- -----------
<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*** ......................................... .74 .74 .74
----- ----- -----
Total Annual Fund Operating Expenses ...................... 2.29%* 3.04%* 3.04%*
</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.

***Excludes interest expense, if any, before reimbursements.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- --------- --------- ---------
Class A ............... $745 $1,203 $1,686 $3,013
Class B ............... 707 1,239 1,796 3,177
Class C ............... 407 939 1,596 3,355

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

Class B .............. $307 $ 939 $1,596 $3,177
Class C .............. 307 939 1,596 3,355

<PAGE>

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
TWENTY-FIVE FUND ------------- ----------- -----------
<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.

***Excludes interest expense, if any, before reimbursements.

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

<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
for hedging purposes but not to generate additional investment returns.

o U.S. EMERGING GROWTH FUND is a diversified fund that normally maintains a
core portfolio of 30 to 50 stocks of primarily American emerging growth
companies (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 for hedging purposes, 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 also
employ leverage, sell securities short and buy and sell futures and options
contracts to generate additional investment returns. As described below,
these techniques involve additional risk.

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 also employ leverage, sell securities
short and buy and sell futures and options contracts to generate additional
investment returns. As described below, these techniques involve additional
risk.

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

<PAGE>

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 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.
To a limited extent, however, a Fund may purchase securities in anticipation of
relatively short-term gains. (In addition, Opportunity Fund and Twenty-Five
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 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 U.S. Emerging Growth Fund, Opportunity Fund and Twenty-Five 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 and Twenty-Five Fund may employ more
aggressively to pursue additional income) typically produce higher portfolio
turnover rates. Each Fund's portfolio turnover rates have 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 such 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; zero coupon debt securities; and options. The Funds may also engage
in various other practices, such as securities lending. These 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

<PAGE>

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 and
Twenty-Five 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, neither
Opportunity Fund nor Twenty-Five Fund may invest more than 25% of its assets in
any one issuer (excluding U.S. Government securities). Additionally, 50% of each
such Fund's assets must be fully diversified. This means that no one issuer
(excluding the U.S. Government) in the fully diversified half of the portfolio
may account for more than 5% of the Fund's total assets.

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

RISKS RELATING TO CERTAIN PRINCIPAL INVESTMENT STRATEGIES

INVESTMENTS IN SMALL COMPANIES. U.S. Emerging Growth Fund will, and
Opportunity Fund and Twenty-Five Fund may, from time to time invest a
substantial portion of their assets in securities issued by smaller "emerging"
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.

BORROWING AND LEVERAGE. Opportunity Fund and Twenty-Five Fund may borrow
money to invest in additional portfolio securities. This practice, known as
"leverage," increases such Funds' market exposure and their risk. When a Fund 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 (protect) against changes in the
prices of portfolio opportunities. Opportunity Fund and Twenty-Five Fund may
also employ such techniques 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.

<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
and Twenty-Five 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 as 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 A 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.

Opportunity Fund and Twenty-Five Fund may use futures contracts and related
options to enhance investment returns in addition to hedging against market
risk. SUCH USE OF FUTURES CONTRACTS INVOLVES RISKS SIMILAR TO THE USE OF
LEVERAGE. Within applicable regulatory limits, Opportunity Fund and Twenty-Five
Fund can be subject to the same degree of market risk as if approximately twice
their net assets were fully invested in securities. This may result in
substantial additional gains in rising markets, but likewise may result in
substantial additional losses in falling markets.

SHORT SALES. Jundt Associates may sell a security short on behalf of
Opportunity Fund or Twenty-Five 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.

<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 both 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 Growth
Fund, Inc. since 1991, of Jundt Funds, Inc. (which includes U.S. Emerging
Growth Fund, Opportunity Fund and Twenty-Five Fund) 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. He has served as
President of Jundt Growth Fund, Inc., Jundt Funds, Inc. and, since 1999,
of 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. He was born on September 29,
1963.

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
and Twenty-Five Fund pay Jundt Associates advisory fees of 1.30% per year of
each Fund's average daily net assets.

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

<PAGE>

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, 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 such 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 such 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
219168, Kansas City, MO 64141-6168 (for regular mail) or Jundt Funds, 330
West 9th Street, Kansas City, MO 64105 (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 and 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.

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.

<PAGE>

RULE 12b-1 PLANS. Each Fund has adopted a Rule 12b-1 plan for each class of
its shares (except for each Fund's Class I shares, which are not subject to Rule
12b-1 fees). The Rule 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 on-going 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 Rule 12b-1 "service" fees of .25% per year of
average net assets. In addition, Class B and Class C shares of each Fund bear
Rule 12b-1 "distribution" fees of .75% per year of average net assets. Growth
Fund's Class I shares are not subject to any Rule 12b-1 fees.

U.S. EMERGING GROWTH FUND CLOSED TO NEW INVESTORS

The Board of Directors of Jundt Funds, Inc. has directed that U.S. Emerging
Growth Fund be closed to new investors as of the close of the New York Stock
Exchange on April 28, 2000. After this date, 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 as
of April 30, 2000 and who do not subsequently redeem all shares in the account
will be able to 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 the
reopening of the Fund.

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.

<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.

<TABLE>
<CAPTION>
SALES CHARGE YOU PAY AS A % OF
------------------------------
AMOUNT
AMOUNT OF YOUR CLASS A INVESTMENT OFFERING PRICE INVESTED
- ------------------------------------------------------- ---------------- ---------
<S> <C> <C>
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*
</TABLE>

- ------------------
*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 attached account application and the Statement of
Additional Information also include 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).

<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

<PAGE>

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 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 attached account application and the Statement of
Additional Information also include 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 (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.

<PAGE>

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.

REMEMBER THAT THE U.S. EMERGING GROWTH FUND WILL BE CLOSED TO NEW INVESTORS
AFTER APRIL 30, 2000 AND IF A TOTAL REDEMPTION IS MADE AFTER THIS DATE,
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 dividend reinvestments.

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.

<PAGE>

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.

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 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,

<PAGE>

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.

<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. The Total Return information in the table represents the rate
that an investor would have earned or lost on an investment in the respective
Funds (assuming reinvestment of all dividends and distributions) for the
indicated periods. This information has been derived from information 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 INVESTMENT
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 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 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, the Growth Fund incurs certain
additional expenses as a result of the continuous offering and redemption of
its shares. Total investment returns for periods of less than one full year
are not annualized.
(2)Adjusted to an annual basis.

<PAGE>

<TABLE>
<CAPTION>
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> <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>

<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 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.

<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> <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>

<PAGE>

(This page has been left blank intentionally.)

<PAGE>

JUNDT FAMILY OF FUNDS APPLICATION FORM
QUESTIONS: CALL THE FUNDS AT 1-800-370-0612

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

INSTRUCTIONS: 1) Please complete Sections A through I, as applicable. Be sure to
sign the certifications in Section I. ALL SHAREHOLDERS MUST
SIGN THE APPLICATION FORM EXACTLY AS THEIR NAMES APPEAR IN
SECTION A. BE SURE ALL JOINT TENANTS SIGN. ONLY THE CUSTODIAN
FOR A MINOR MUST SIGN. FIDUCIARIES AND OFFICERS OF CORPORATIONS
OR OTHER ORGANIZATIONS SHOULD INDICATE THEIR CAPACITY OR TITLE.
2) Please send this completed form and your check payable to each
Fund in which you are investing to: JUNDT FAMILY OF FUNDS, P.O.
BOX 219168, KANSAS CITY, MO 64141-6168.
3) If you wish to invest by telephone, call your investment
dealer/adviser or the Funds at 1-800-370-0612. The Funds will
assign a new account number to you. Then instruct your
commercial bank to wire transfer "Federal Funds" via the
Federal Reserve System to: STATE STREET BANK & TRUST COMPANY,
ABA #011000028; FOR CREDIT OF: [NAME OF FUND]; ACCOUNT NO.:
9905 154 2; ACCOUNT NUMBER: [ASSIGNED BY TELEPHONE].

SEE "HOW TO BUY FUND SHARES" IN THE PROSPECTUS FOR ORDER EFFECTIVENESS
AND FURTHER INFORMATION.
- --------------------------------------------------------------------------------

A. ACCOUNT
REGISTRATION [ ] Individual_____________________________________________________
First Name Middle Last Name Social Security #

1. NAME [ ] Joint Investor*________________________________________________
First Name Middle Last Name Social Security #

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

[ ] Trust Account _________________________________________________
Name of Trust Tax Identification #

___________________________________________________________________
Date of Trust Trustee(s)

[ ] Corporation, Partnership or Other Entity
_____________________________________________
Type of Entity Tax Identification #

___________________________________________________________________
Name of Entity

[ ] Transfer/Gift to Minors
_______________________________________________________________
Custodian's Name (one name only) Minor's State of Residence

_______________________________________________________________
Minor's Name Minor's Social Security #

2. ADDRESS ________________________________ ( )________________________
Address/Apt. No. Area Code Business Telephone

________________________________ ( )________________________
City State Zip Code Area Code Home Telephone

_________________________________
E-mail Address

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

<PAGE>

- --------------------------------------------------------------------------------
B. INITIAL
INVESTMENT The minimum initial investment is $1,000. Class A shares and Growth
Fund Class I shares (except for investments of $1 million or more)
are subject to a front-end sales charge at the time of purchase.
Class B and Class C shares may be subject to a contingent deferred
sales charge at the time of redemption. If a Class is not selected,
the purchase will be made in Class A shares (or Growth Fund Class I
shares for investors qualified to purchase Class I shares). Orders
for Class B shares of $250,000 or more will be treated as orders
for Class A shares (or Growth Fund Class I shares for investors
qualified to purchase Class I shares). NOTE: THE FUNDS WILL NOT
ACCEPT THIRD PARTY CHECKS.

o Choose one Class of shares for each Fund. If you are purchasing Class I shares
of Jundt Growth Fund, you must complete the attached Eligibility Certification
Statement.
o Choose one dividend and capital gains distribution option for each Fund. IF NO
ELECTION IS MADE, DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS WILL AUTOMATICALLY
BE REINVESTED. Indicate whether cash distributions should be sent by check to
your address of record or deposited directly in your bank account.

[ ] Deposit directly into my bank account. ATTACHED IS A VOIDED CHECK OR
A SAVINGS DEPOSIT FORM SHOWING THE BANK ACCOUNT WHERE I WOULD LIKE YOU
TO DEPOSIT DIVIDENDS AND DISTRIBUTIONS.

[ ] Savings [ ] Checking

[ ] Mail check to my address listed in Section A.

DIVIDENDS AND
AMOUNT YOU ARE CLASS OF SHARES DISTRIBUTIONS
FUND NAME INVESTING A B C I REINVESTED IN CASH
[ ] Jundt Growth Fund $___________ [ ] [ ] [ ] [ ] [ ] [ ]
[ ] Jundt U.S. Emerging Growth Fund* $___________ [ ] [ ] [ ] [ ] [ ]
[ ] Jundt Opportunity Fund $___________ [ ] [ ] [ ] [ ] [ ]
[ ] Jundt Twenty-Five Fund $___________ [ ] [ ] [ ] [ ] [ ]
</TABLE>

*Jundt U.S. Emerging Growth Fund will be closed to new investors after April 30,
2000. Please read the Fund's prospectus for additional details.

- --------------------------------------------------------------------------------
C. DEALER
INFORMATION
_______________________________________________________________________
Name of Broker-Dealer Name of Representative Representative's Phone #

_______________________________________________________________________
Branch Office Address Branch ID # Representative's ID #

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

[ ] Savings [ ] Checking

[ ] Deposit directly into my bank account specified above.
[ ] Mail check to my address listed in Section A.

*Jundt U.S. Emerging Growth Fund will be closed to new investors after April 30,
2000. Please read the Fund's prospectus for additional details.

<PAGE>

- --------------------------------------------------------------------------------
E. LETTER OF
INTENTION [ ] I elect to take advantage of the Letter of Intention and
(CLASS A ONLY) agree to the escrow provisions herein and certify that I am
entitled to reduced rates in accordance with the provisions
herein. My initial (CLASS A ONLY) investment will be at least
5% of the Letter of Intention amount. I intend to purchase,
although I am not obligated to do so, shares of the Funds
within a 13-month period, an aggregate amount of which will
be at least:

[ ] $25,000 [ ] $50,000 [ ] $100,000 [ ] $250,000
[ ] $1,000,000
[ ] This is a new Letter of Intention.
[ ] This is a retroactive 90-day Letter of Intention,
requiring adjustment of prior purchase(s).
- --------------------------------------------------------------------------------
F. COMBINED

PURCHASE
PRIVILEGE [ ] I elect to take advantage of the Combined Purchase
(CLASS A AND JUNDT Privilege. Below is a list of accounts of qualifying
GROWTH FUND CLASS I individuals, organizations or other persons (see
ONLY) "Special Purchase Plans -- Combined Purchase
Privilege" in the Statement of Additional Information)
with which I wish to combine my purchase for reduced
sales charge purposes.

1. _____________________________ 2. ___________________________
Account Number Fund Name Account Number Fund Name

_____________________________ ___________________________
Owner(s) Name Owner(s) Name

_____________________________ ___________________________
Relationship Relationship

- --------------------------------------------------------------------------------
G. TELEPHONE
REDEMPTION SEE TERMS AND CONDITIONS FOR TELEPHONE REDEMPTIONS UNDER "HOW TO
PRIVILEGE REDEEM FUND SHARES -- EXPEDITED REDEMPTION -- EXPEDITED TELEPHONE
REDEMPTION" IN THE PROSPECTUS. Please indicate by checking the
box below if you want the Telephone Redemption Privilege:

[ ] I hereby elect the Telephone Redemption Privilege. I WILL
INDEMNIFY AND HOLD HARMLESS THE TRANSFER AGENT, THE DISTRIBUTOR
AND THE FUNDS FROM AND AGAINST ALL LOSSES, CLAIMS, EXPENSES AND
LIABILITIES THAT MAY ARISE OUT OF, OR BE IN ANY WAY CONNECTED
WITH, A REDEMPTION OF SHARES UNDER THIS EXPEDITED REDEMPTION
PROCEDURE. Proceeds will be mailed to my address of record or
wired to the bank account designated below. ATTACHED IS A VOIDED
CHECK, PHOTOCOPY OF A CHECK OR A SAVINGS DEPOSIT FORM SHOWING THE
BANK ACCOUNT TO WHICH PROCEEDS OF $1,000 OR MORE MAY BE WIRED IF
REQUESTED.

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

AMOUNT OF MONTHLY
FUND NAME WITHDRAWAL
[ ] Jundt Growth Fund $___________
[ ] Jundt U.S. Emerging Growth Fund** $___________
[ ] Jundt Opportunity Fund $___________
[ ] Jundt Twenty-Five Fund $___________

**Jundt U.S. Emerging Growth Fund will be closed to new investors after April
30, 2000. If a total redemption is made after this date, additional
investments will not normally be possible. Please read the Fund's prospectus
for additional details.

<PAGE>

- --------------------------------------------------------------------------------
I. SIGNATURE
AND
CERTIFICATION

Substitute Form W-9 JUNDT FAMILY OF FUNDS

SIGNATURE CARD AND ________________________________
TAXPAYER IDENTIFICATION NUMBER CERTIFICATION Account Number
(to be completed by the Fund)

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

| __________________________
PART I| |Social Security Number |
| ___________________________________ |__|__|__|__|__|__|__|__|__|
Name PLEASE PRINT
REQUIRED --> or
__________________________
|Tax Identification Number |
|__|__|__|__|__|__|__|__|__|

NOTE: If the account is in NOTE: If UGMA/UTMA, provide
more than one name, minor's Social Security
give the actual owner or Tax Identification
of the account or the Number.
first name listed on the
account and their Tax
Identification Number.

Tax Residency: [ ] U.S. [ ] Other __________
(If you are not a U.S. tax resident, please
attach Form W-8 to this application.)
- --------------------------------------------------------------------------------
|Are you an organization that meets the Internal Revenue Service ("IRS")
PART II |definition of an exempt payee (I.E., corporations, the United States
|and its agencies, a state, etc., qualify as exempt but individuals
|DO NOT qualify as exempt)?

Yes [ ] No [ ]
- --------------------------------------------------------------------------------
CERTIFICATION: UNDER PENALTIES OF PERJURY, I CERTIFY THAT:

(1) THE NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER IDENTIFICATION NUMBER;
AND
(2) I AM NOT SUBJECT TO BACKUP WITHHOLDING EITHER BECAUSE I HAVE NOT BEEN
NOTIFIED BY THE IRS THAT I AM SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A
FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR THE IRS HAS NOTIFIED ME THAT
I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING.

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

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

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

THE IRS DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER
THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
- --------------------------------------------------------------------------------
PLEASE REQUIRED
SIGN HERE
Signature --> Date -->
- --------------------------------------------------------------------------------
JOINT
INVESTORS
Signature --> Date -->
PLEASE ---------------------------------------------------------------------
SIGN HERE
Signature --> Date -->
- --------------------------------------------------------------------------------
Please be sure to have all joint shareholders sign this card.
- --------------------------------------------------------------------------------
NOTE: THIS SIGNED PAGE MUST ACCOMPANY THE PREVIOUS PAGE OF APPLICATION FORM.

<PAGE>

LETTER OF INTENTION AND TERMS OF ESCROW
(CLASS A SHARES AND JUNDT GROWTH FUND CLASS I SHARES ONLY)

If you estimate that during the next 13 months you will make a series of
purchases totaling an amount which qualifies for a reduced sales charge, you may
elect to take advantage of a Letter of Intention. The total investment must
equal at least $25,000 in any class of shares of the Funds. The Letter of
Intention does not obligate you to make purchases totaling a given amount, nor
is any Fund making a binding commitment to sell you the full amount of the
shares indicated.

As soon as the Funds are informed that you have chosen to invest with a Letter
of Intention, each purchase in any Fund can receive the appropriate (lower)
sales charge. You or your dealer must inform the applicable Fund EACH TIME that
a purchase is made under a Letter of Intention. (Automatic Investment Plans are
not allowed for Letter of Intention purchasers.) Your first purchase must be at
least 5% of the Letter of Intention amount.

For example, if you choose a Letter of Intention at the $100,000 level, you are
telling the Funds that you expect your purchases over the next 13 months to
total at least $100,000. Your first purchase must be at least $5,000. Whenever
you make another purchase and tell the applicable Fund you have a Letter of
Intention for $100,000, you will be able to buy shares at the public offering
price associated with a single purchase of $100,000.

Reduced rates on large transactions are limited to the following: an individual
or a "company" as defined in Section 2(a)(8) of the Investment Company Act; an
individual, his or her spouse and their children under the age of 21 purchasing
securities for their own account; a trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account (including a
pension, profit sharing or other employee benefit trust created pursuant to a
plan qualified under Section 401 of the Code); tax-exempt organizations
enumerated in Section 501(c)(3) of the Code; and any organized group which has
been in existence for more than six months, provided that it is not organized
for the purpose of buying redeemable securities of a registered investment
company, and provided that the purchase is made through a central
administration, or through a single dealer, or by other means which result in
economy of sales effort or expense. Such rates are not allowable to a group of
individuals whose funds are combined, directly or indirectly, for the purchase
of securities or to the agent, custodian or other representative of such group.

Out of your initial purchase or purchases, 5% of the dollar amount specified in
the Letter of Intention will be held in escrow by the Funds in the form of
shares computed at the applicable public offering price. For example, if the
amount of a Letter of Intention is $100,000 and the offering price (at the time
of the initial transaction) is $10 a share, 500 shares ($5,000 worth) would be
held in escrow. All shares purchased, including those escrowed, will be
registered in your name and recorded in the same account, which will be credited
fully with all income dividends and capital gain distributions declared. If the
total purchases equal or exceed the amount specified by you as your expected
aggregate purchases, the escrowed shares will be delivered to you or credited to
your account. If total purchases are less than the amount specified, you will
remit to the Fund(s) an amount equal to the difference between the dollar amount
of sales charges actually paid and the amount of sales charges you would have
paid on your aggregate purchases if the total of such purchases had been made at
a single time. Neither income dividends nor capital gain distributions taken in
shares will apply toward the completion of a Letter of Intention. The contingent
deferred sales charge (and not the front-end sales charge) will apply to Letters
of Intention for $1,000,000 or more. However, if total purchases pursuant to
such Letter of Intention are less than $1,000,000 after a period of 13 months
from the date of the first credited investment, you will remit to the Fund(s) an
amount equal to the front-end sales charge that would have applied if the actual
aggregate amount invested was invested at one time, less any contingent deferred
sales charge paid on any investment pursuant to such Letter of Intention
redeemed during such period. The Fund(s) will prepare and mail a statement to
you and your dealer or representative, if any, who shall be responsible for
notifying you of the difference due. You may pay the difference due in cash or
have it liquidated from the escrowed shares. If a check has not been received by
the Fund(s) within 21 days of notification, it will be assumed that the
preferred method is liquidation and a number of escrowed shares sufficient to
realize the difference due will be redeemed and the remainder will be released
or delivered.

Each Fund is hereby irrevocably appointed your attorney to surrender for
redemption any or all escrowed shares under the conditions outlined above.

<PAGE>

JUNDT FAMILY OF FUNDS
ELIGIBILITY CERTIFICATION STATEMENT

Name: ____________________________________________________________________

1. ELIGIBILITY TO PURCHASE CLASS A SHARES OR JUNDT GROWTH FUND CLASS I
SHARES AT NET ASSET VALUE

The above-named purchaser is eligible to purchase Class A shares of the
Funds (or, if eligible to purchase Jundt Growth Fund Class I shares, such Class
I shares) at net asset value because it falls into one or more of the following
categories of investors:

(CHECK ALL BOXES THAT APPLY)

[ ] Investment executive or other employee of a broker-dealer or
financial institution that has entered into an agreement with U.S. Growth
Investments, Inc. for the distribution of Fund shares, an employee of a
contractual service provider to the Funds, or a parent or immediate family
member of any such person. Please give details, including name of person and
broker-dealer, financial institution or service provider:

________________________________________________________________________________

[ ] Trust company or bank trust department for funds held in a
fiduciary, agency, advisory, custodial or similar capacity.

[ ] States and their political subdivisions or instrumentalities,
departments, authorities and agencies thereof.

[ ] Registered investment advisers or their investment advisory
clients.

[ ] Section 401(a) employee benefit plans.

[ ] Section 403(b)(7) custodial accounts.

I hereby certify that the enclosed investment represents a purchase of
Fund shares for myself or a beneficial account. I also certify that, as
described in the Funds' current Prospectus, I am eligible to purchase Class A
shares (or, if eligible to purchase Jundt Growth Fund Class I shares, such Class
I shares) at net asset value, and I will notify the Funds in the event I become
ineligible for net asset value purchases.

I understand that any intentional abuse of the net asset value purchase
privilege may result in the application of retroactive sales charges or other
penalties in the discretion of U.S. Growth Investments, Inc.

Signature: ______________________________

Date: ___________________________________

<PAGE>

2. ELIGIBILITY TO PURCHASE JUNDT GROWTH FUND CLASS I SHARES

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

(CHECK ALL BOXES THAT APPLY)

[ ] Shareholder of Jundt Growth Fund on December 28, 1995 who has
continuously held shares of the Funds since that date. Please give details,
including name in which shares were held, and name of person and telephone
number of any broker who held such shares:

________________________________________________________________________________

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

________________________________________________________________________________

[ ] Account for the benefit of any of the foregoing. Please
explain:

________________________________________________________________________________

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

Signature: ______________________________

Date: ___________________________________

<PAGE>

(This page has been left blank intentionally.)

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

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

<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 330 West 9th Street, Kansas City, Missouri 64105.

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 1-800-SEC-0330. You
also may request copies by writing to the Public Reference Section of the SEC at
Washington, D.C. 20549-6009. Reports and other information about the Funds 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 ....................................................... 9
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS .............................. 13
MANAGEMENT OF THE FUNDS ................................................. 17
HOW TO BUY FUND SHARES .................................................. 18
DECIDING WHICH CLASS OF SHARES TO BUY ................................... 19
HOW TO SELL YOUR FUND SHARES ............................................ 22
DISTRIBUTIONS AND TAXES ................................................. 24
FINANCIAL HIGHLIGHTS .................................................... 26
FIRMS THAT PROVIDE SERVICES TO THE FUNDS ................................ 30
ADDITIONAL INFORMATION ABOUT THE FUNDS .................................. 31

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
APRIL 18, 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 and Twenty-Five Fund).

<PAGE>
[LOGO]
JUNDT
FUNDS

SEARCHING TODAY FOR THE GENIUSES OF TOMORROW-

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

PROSPECTUS

(CLASS I SHARES ONLY)

APRIL 18, 2000

<PAGE>

THE FUNDS

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?
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' MAIN 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 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 employ leverage, sell securities short
and buy and sell futures and options contracts to protect against adverse
market price changes and to generate additional investment returns.

2
<PAGE>

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUNDS?
Your Fund investment will be subject to various risks. 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 are summarized 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 for
hedging purposes

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
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 for
hedging purposes

TWENTY-FIVE 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
generate additional income
o Risk of selling securities short

o GENERAL INVESTMENT RISK AND RISK OF OWNING EQUITY SECURITIES. Mutual funds
do not always meet their investment objectives. Common stocks, the primary
investment of each Fund, 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.

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.

o RISK OF EMPLOYING "LEVERAGE." A Fund that borrows money to purchase
additional investment securities (a 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 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 RISK 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 and, in the case of Opportunity Fund and
Twenty-Five Fund, to attempt to realize additional investment returns.
These techniques involve additional risks, and there is no guarantee that
the Funds will be able to utilize them for their intended purposes. Their
use by Opportunity Fund and Twenty-Five Fund may involve risks similar to
the use of leverage.

3
<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.

4
<PAGE>

GROWTH FUND

[BAR CHART]

Class I shares average annual total return* for each year ended December 31:

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

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

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

***YEAR-TO-DATE TOTAL RETURN FOR THE CALENDAR QUARTER ENDED MARCH 31, 2000 WAS
2.07%.

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.

5
<PAGE>

U.S. EMERGING GROWTH FUND

[BAR CHART]

Class I shares average annual total return* for each year ended December 31:

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

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

**Year-to-date total return for the calendar quarter ended March 31, 2000 was
4.04%.

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.

6
<PAGE>

OPPORTUNITY FUND

[BAR CHART]

Class I shares average annual total return* for each year ended December 31:

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

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

**Year-to-date total return for the calendar quarter ended March 31, 2000 was
3.10%.

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.

7
<PAGE>

TWENTY-FIVE FUND

[BAR CHART]

Class I shares average annual total return* for each year ended December 31:

75.43% 42.00%
- ----------------
'98 '99

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

**Year-to-date total return for the calendar quarter ended March 31, 2000 was
7.76%.

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.

8
<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>

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

<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 .................. 0.88
----
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.

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

9
<PAGE>

OPPORTUNITY 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 .............................................................. 1.30%
Distribution and/or Service (12b-1) Fees None Other Expenses** ............... 0.74
----
Total Annual Fund Operating Expenses ......................................... 2.04%*
</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.

**Excludes interest expense, if any, before reimbursements.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------- --------- --------- ---------
$207 $640 $1,098 $2,369

TWENTY-FIVE 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 .............................................................. 1.30%
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.

**Excludes interest expense, if any, before reimbursements.

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

10
<PAGE>

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

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.

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 industry sectors and other
defined selection criteria or the potential for dividends.

11
<PAGE>

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 and
Twenty-Five 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, neither
Opportunity Fund nor Twenty-Five may invest more than 25% of its assets in any
one issuer (excluding U.S. Government securities). Additionally, 50% of each
such Fund's assets must be fully diversified. This means that no one issuer
(excluding the U.S. Government) in the fully diversified half of the portfolio
may account for more than 5% of the Fund's total assets.

RISKS RELATING TO CERTAIN PRINCIPAL INVESTMENT STRATEGIES
INVESTMENTS IN SMALLER COMPANIES. U.S. Emerging Growth Fund will, and
Opportunity Fund and Twenty-Five Fund may, from time to time invest a
substantial portion of their assets in securities issued

12
<PAGE>

by smaller "emerging" 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.

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 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 and Twenty-Five 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.

13
<PAGE>

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.

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. He was born on September 29,
1963.

14
<PAGE>

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

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 such 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 such 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 219168,
Kansas City, MO 64141-6168 (for regular mail) or 330 West 9th Street,
Kansas City, MO 64105 (for overnight delivery). YOU MAY NOT PURCHASE SHARES
WITH A THIRD PARTY CHECK.

You may also open and 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.

15
<PAGE>

HOW TO SELL YOUR FUND SHARES

You normally may sell (redeem) your Fund shares on any business day at
their next-determined NAV. 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.

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).

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.

16
<PAGE>

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.

17
<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 INVESTMENT
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 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 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, the Growth Fund incurs certain
additional expenses as a result of the continuous offering and redemption of
its shares. Total investment returns for periods of less than one full year
are not annualized.

(2)Adjusted to an annual basis.

18
<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>
$ 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

$ 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>

19
<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.

(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.

20
<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>

21
<PAGE>

(This page has been intentionally left blank.)

<PAGE>

JUNDT FAMILY OF FUNDS APPLICATION FORM
(CLASS I SHARES ONLY)
QUESTIONS: CALL THE FUNDS AT 1-800-370-0612