<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 1996
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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. 1 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /X/
(FILE NO. 811-09128)
AMENDMENT NO. 3 /X/
(CHECK APPROPRIATE BOX OR BOXES.)
--------------------------
JUNDT FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
(Address of Principal Executive Offices) (Zip Code)
(612) 541-0677
(Registrant's Telephone Number, including Area Code)
JAMES R. JUNDT
JUNDT ASSOCIATES, INC.
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
(Name and Address of Agent for Service)
COPY TO:
JAMES E. NICHOLSON
FAEGRE & BENSON
PROFESSIONAL LIMITED LIABILITY PARTNERSHIP
2200 NORWEST CENTER
90 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
It is proposed that this filing will become effective (check appropriate
box)
/ / immediately upon filing pursuant to paragraph (b)
/X/ on October 4, 1996 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / 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.
--------------------------
Pursuant to Regulation 270.24f-2 under the Investment Company Act of 1940,
Jundt Funds, Inc. has elected to register an indefinite number of shares of its
Common Stock. The Registrant's most recent Rule 24f-2 Notice was filed with the
Commission on or about February 21, 1996.
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<PAGE>
JUNDT FUNDS, INC.
REGISTRATION STATEMENT ON FORM N-1A
CROSS REFERENCE SHEET FOR ITEMS REQUIRED BY FORM N-1A
ITEM NO. CAPTION IN EACH PROSPECTUS
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1 Cover page
2 Fees and Expenses
3 Not applicable
4 The Fund; Investment Objective and Policies; Purchase Information
5 Management of the Fund
5A Not applicable
6 The Fund; Purchase Information; How to Buy Fund Shares; Dividends,
Distributions and Taxes; General Information
7 Purchase Information; How to Buy Fund Shares; Determination of Net
Asset Value
8 How to Redeem Fund Shares; Determination of Net Asset Value
9 Not applicable
CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
--------------------------------------------------------------------
10 Cover page
11 Table of Contents
12 Not applicable
13 Investment Objective, Policies and Restrictions
14 Directors and Officers
15 General Information
16 Advisory, Administrative and Distribution Agreements
17 Advisory, Administrative and Distribution Agreements
18 General Information; Financial and Other Information
19 Special Purchase Plans; Monthly Cash Withdrawal Plan; Determination
of Net Asset Value
20 Taxes
21 Advisory, Administrative and Distribution Agreements
22 Calculation of Performance Data
23 Financial and Other Information; Financial Statements
i
<PAGE>
JUNDT FUNDS, INC.
REGISTRATION STATEMENT ON FORM N-1A
PART A
THERE ARE NO CHANGES TO PART A OF THE REGISTRATION STATEMENT BEING EFFECTED IN
CONNECTION WITH THIS POST-EFFECTIVE AMENDMENT NO. 1, AND, THEREFORE, PART A IS
NOT INCLUDED HEREWITH.
<PAGE>
JUNDT FUNDS, INC.
REGISTRATION STATEMENT ON FORM N-1A
PART B
STATEMENT OF ADDITIONAL INFORMATION OF
JUNDT U.S. EMERGING GROWTH FUND
<PAGE>
JUNDT U.S. EMERGING GROWTH FUND
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
(800) 370-0612
STATEMENT OF ADDITIONAL INFORMATION
DATED DECEMBER 29, 1995
AS AMENDED ON OCTOBER 4, 1996
Jundt U.S. Emerging Growth Fund (the "Fund") is a professionally managed,
diversified series of Jundt Funds, Inc. (the "Company"), an open-end management
investment company, commonly known as a "mutual fund". The Company currently
offers its shares in one series (Series A, which represent interests in the
Fund) and the Fund, in turn, currently offers its shares in four classes (Class
A, Class B, Class C and Class D), each sold pursuant to different sales
arrangements and bearing different expenses (each, a "Class" and, collectively,
the "Classes"). Class A shares are offered for sale exclusively to certain
specified investors and are not offered for sale to the general public.
This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Fund's Prospectus, dated December 29, 1995 (the
"Prospectus"), which has been filed with the Securities and Exchange Commission
(the "SEC"). To obtain a copy of the Prospectus, please call the Fund or your
investment executive.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Investment Objective, Policies and Restrictions....................... B-2
Taxes................................................................. B-4
Advisory, Administrative and Distribution Agreements.................. B-5
Special Purchase Plans................................................ B-8
Monthly Cash Withdrawal Plan.......................................... B-10
Determination of Net Asset Value...................................... B-11
Calculation of Performance Data....................................... B-11
Directors and Officers................................................ B-13
Counsel and Auditors.................................................. B-15
General Information................................................... B-15
Financial and Other Information....................................... B-16
Financial Statement................................................... F-1
</TABLE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS STATEMENT OF ADDITIONAL
INFORMATION OR IN THE PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE FUND'S INVESTMENT ADVISER OR PRINCIPAL UNDERWRITER. NEITHER THIS
STATEMENT OF ADDITIONAL INFORMATION NOR THE PROSPECTUS CONSTITUTES AN OFFER TO
SELL, OR THE SOLICITATION OF AN OFFER TO BUY, SHARES OF THE FUND IN ANY STATE OR
JURISDICTION IN WHICH SUCH OFFERING OR SOLICITATION MAY NOT LAWFULLY BE MADE.
NEITHER THE DELIVERY OF THIS STATEMENT OF ADDITIONAL INFORMATION NOR ANY SALE
MADE HEREUNDER (OR UNDER THE PROSPECTUS) SHALL CREATE ANY IMPLICATION THAT
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
B-1
<PAGE>
INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS
The Fund's investment objective and policies are set forth in the
Prospectus. Certain additional investment information is set forth below.
INVESTMENT RESTRICTIONS
The Fund has adopted certain FUNDAMENTAL RESTRICTIONS that may not be
changed without approval of shareholders owning a "majority of the outstanding
voting securities" of the Fund, as defined in the Investment Company Act of
1940, as amended (the "Investment Company Act"). Under the Investment Company
Act, "majority of the outstanding voting securities" means the affirmative vote
of the lesser of: (a) more than 50% of the outstanding shares of the Fund; or
(b) 67% or more of the shares present at a meeting if more than 50% of the
outstanding shares are represented at the meeting in person or by proxy. As
fundamental policies, the Fund may not:
1. Invest more than 25% of its total assets in any one industry
(securities issued or guaranteed by the United States Government, its
agencies or instrumentalities are not considered to represent industries);
2. With respect to 75% of the Fund's assets, invest more than 5% of the
Fund's assets (taken at a market value at the time of purchase) in the
outstanding securities of any single issuer or own more than 10% of the
outstanding voting securities of any one issuer, in each case other than
securities issued or guaranteed by the United States Government, its
agencies or instrumentalities;
3. Borrow money or issue senior securities (as defined in the
Investment Company Act) except that the Fund may borrow in amounts not
exceeding 15% of its total assets from banks for temporary or emergency
purposes, including the meeting of redemption requests which might require
the untimely disposition of securities;
4. Make loans of securities to other persons in excess of 25% of its
total assets; provided the Fund may invest without limitation in short-term
obligations (including repurchase agreements) and publicly distributed
obligations;
5. Underwrite securities of other issuers, except insofar as the Fund
may be deemed an underwriter under the Securities Act of 1933 in selling
portfolio securities;
6. Purchase or sell real estate or any interest therein, including
interests in real estate limited partnerships, except securities issued by
companies (including real estate investment trusts) that invest in real
estate or interests therein; or
7. Purchase or sell commodities or commodity contracts, except that,
for the purpose of hedging, it may enter into contracts for the purchase or
sale of debt and/or equity securities for future delivery, including futures
contracts and options on domestic and foreign securities indices.
In addition to the foregoing fundamental restrictions, the Fund has adopted
certain NON-FUNDAMENTAL RESTRICTIONS, which may be changed by the Fund's Board
of Directors without the approval of the Fund's shareholders. As non-fundamental
policies, the Fund may not:
1. Invest in securities issued by other investment companies in excess
of limitations imposed by federal and applicable state law;
B-2
<PAGE>
2. Make investments for the purpose of exercising control or
management;
3. Invest more than 10% of its assets in illiquid securities;
4. Invest more than 10% of its assets in the outstanding securities of
any single issuer;
5. Purchase or sell interests in oil, gas or other mineral exploration
or development plans or leases;
6. Pledge, mortgage or hypothecate its assets other than to secure
borrowings permitted by Fundamental Restriction 3 above (collateral
arrangements with respect to margin requirements for options and futures
transactions are not deemed to be pledges or hypothecations for this
purpose);
7. Purchase securities on margin, or make short sales of securities
(other than short sales "against the box"), except for the use of short-term
credit necessary for the clearance of purchases and sales of portfolio
securities, but it may make margin deposits in connection with transactions
in options, futures and options on futures;
8. Invest in warrants if at the time of acquisition more than 5% of its
total assets, taken at market value at the time of purchase, would be
invested in warrants, and if at the time of action more than 2% of its total
assets, taken at market value at the time of purchase, would be invested in
warrants not traded on the New York Stock Exchange. For purposes of this
restriction, warrants acquired by the Fund in units or attached to
securities may be deemed to be without value;
9. Invest more than 10% of its total assets in securities of issuers
which together with any predecessors have a record of less than three years
of continuous operation;
10. Own more than 10% of the outstanding voting securities of any one
issuer; or
11. Purchase equity securities in private placements.
With respect to each of the foregoing fundamental and non-fundamental
investment restrictions involving a percentage of the Fund's assets, if a
percentage restriction or limitation is adhered to at the time of an investment
or sale (other than a maturity) of a security, a later increase or decrease in
such percentage resulting from a change of values or net assets will not be
considered a violation thereof. If and to the extent that the Fund invests in
the securities of other investment companies, the Investment Adviser will not
charge duplicate investment management fees on such investments.
TAXES
The Fund intends to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). To
so qualify, the Fund must, among other things: (a) derive in each taxable year
at least 90% of its gross income from dividends, interest, payments with respect
to securities loans, gains from the sale or other disposition of stock,
securities or foreign currencies, or other income derived with respect to its
business of investing in such stock, securities or currencies; (b) derive in
each taxable year less than 30% of its gross income from the sale or other
disposition of stock or securities, or options, futures, and certain forward
contracts or foreign currencies held for less than three months; and (c) satisfy
certain diversification requirements at the close of each quarter of the Fund's
taxable year.
B-3
<PAGE>
As a regulated investment company, the Fund will not be liable for federal
income taxes on the part of its taxable net investment income and net capital
gains, if any, that it distributes to shareholders, provided it distributes at
least 90% of its "investment company taxable income" (as that term is defined in
the Code) to Fund shareholders in each taxable year. However, if for any taxable
year a Fund does not satisfy the requirements of Subchapter M of the Code, all
of its taxable income will be subject to tax at regular corporate rates without
any deduction for distributions to shareholders, and such distributions will be
taxable to shareholders as ordinary income to the extent of the Fund's current
or accumulated earnings and profits.
The Fund will be liable for a nondeductible 4% excise tax on amounts not
distributed on a timely basis in accordance with a calendar year distribution
requirement. To avoid the tax, during each calendar year the Fund must
distribute: (i) at least 98% of its taxable ordinary income (not taking into
account any capital gains or losses) for the calendar year; (ii) at least 98% of
its capital gain net income for the twelve month period ending on October 31 (or
December 31, if the Fund so elects); and (iii) any portion (not taxed to the
Fund) of the respective balances from the prior year. To the extent possible,
the Fund intends to make sufficient distributions to avoid this 4% excise tax.
The Fund, or the shareholder's broker with respect to the Fund, is required
to withhold federal income tax at a rate of 31% of dividends, capital gains
distributions and proceeds of redemptions if a shareholder fails to furnish the
Fund with a correct taxpayer identification number ("TIN") or to certify that he
is exempt from such withholding, or if the Internal Revenue Service notifies the
Fund or broker that the shareholder has provided the Fund with an incorrect TIN
or failed to properly report dividend or interest income for federal income tax
purposes. Any such withheld amount will be fully creditable on the shareholder's
federal income tax return. An individual's TIN is his social security number.
The Fund may write, purchase or sell options or futures contracts.
Generally, options and futures contracts that are "Section 1256 contracts" will
be "marked to market" for federal income tax purposes at the end of each taxable
year, I.E., each option or futures contract will be treated as sold for its fair
market value on the last day of the taxable year. Gain or loss from transactions
in options and futures contracts that are subject to the "marked to market" rule
will be 60% long-term and 40% short-term capital gain or loss. However, the Fund
may be eligible to make a special election under which certain "Section 1256
contracts" would not be subject to the "marked to market" rule.
Code Section 1092, which applies to certain "straddles," may affect the
taxation of the Fund's transactions in options and futures contracts. Under
Section 1092, the Fund may be required to postpone recognition for tax purposes
of losses incurred in certain closing transactions in options and futures.
One of the requirements for qualification as a registered investment company
is that less than 30% of the Fund's gross income may be derived from gains from
the sale or other disposition of securities, including options, futures and
forward contracts, held for less than three months. Accordingly, the Fund may be
restricted in effecting closing transactions within three months after entering
into an option or futures contract.
B-4
<PAGE>
ADVISORY, ADMINISTRATIVE AND DISTRIBUTION AGREEMENTS
INVESTMENT ADVISORY AGREEMENT
Jundt Associates, Inc. (the "Investment Adviser") has been retained as the
Fund's investment adviser pursuant to an investment advisory agreement entered
into by and between the Company and the Investment Adviser (the "Investment
Advisory Agreement"). Under the terms of the Investment Advisory Agreement, the
Investment Adviser furnishes continuing investment supervision to the Fund and
is responsible for the management of the Fund's portfolio. The responsibility
for making decisions to buy, sell or hold a particular security rests with the
Investment Adviser, subject to review by the Company's Board of Directors.
The Investment Adviser furnishes office space, equipment and personnel to
the Fund in connection with the performance of its investment management
responsibilities. In addition, the Investment Adviser pays the salaries and fees
of all officers and directors of the Fund who are affiliated persons of the
Investment Adviser.
The Fund pays all other expenses incurred in the operation of the Fund
including, but not limited to, brokerage and commission expenses; interest
charges; fees and expenses of legal counsel and independent auditors; the Fund's
organizational and offering expenses, whether or not advanced by the Investment
Adviser; taxes and governmental fees; expenses (including clerical expenses) of
issuance, sale or repurchase of the Fund's shares; membership fees in trade
associations; expenses of registering and qualifying shares of the Fund for sale
under federal and state securities laws; expenses of printing and distributing
reports, notices and proxy materials to existing shareholders; expenses of
regular and special shareholders meetings; expenses of filing reports and other
documents with governmental agencies; charges and expenses of the Fund's
administrator, custodian and registrar, transfer agent and dividend disbursing
agent; expenses of disbursing dividends and distributions; compensation of the
Company's officers, directors and employees who are not affiliated with the
Investment Adviser; travel expenses of directors of the Company for attendance
at meetings of the Board of Directors; insurance expenses; indemnification and
other expenses not expressly provided for in the Investment Advisory Agreement;
and any extraordinary expenses of a non-recurring nature.
For its services, the Investment Adviser receives from the Fund a monthly
fee at an annual rate of 1% of the Fund's average daily net assets. These fees
exceed those paid by most other investment companies.
The Investment Advisory Agreement continues in effect from year to year, if
specifically approved at least annually by a majority of the Company's
directors, including a majority of the directors who are not "interested
persons" (as defined in the Investment Company Act) of the Company or the
Investment Adviser ("Independent Directors") at a meeting in person. The
Investment Advisory Agreement may be terminated by either party, by the
Independent Directors or by a vote of the holders of a majority of the
outstanding securities of the Company, at any time, without penalty, upon 60
days' written notice, and automatically terminates in the event of its
"assignment" (as defined in the Investment Company Act).
PORTFOLIO TRANSACTIONS, BROKERAGE COMMISSIONS AND PORTFOLIO TURNOVER RATE
Subject to policies established by the Company's Board of Directors of the
Fund, the Investment Adviser is responsible for investment decisions and for the
execution of the Fund's portfolio transactions. The Fund has no obligation to
deal with any particular broker or dealer in the execution of
B-5
<PAGE>
transactions in portfolio securities. In executing such transactions, the
Investment Adviser seeks to obtain the best price and execution for its
transactions. While the Investment Adviser generally seeks reasonably
competitive commission rates, the Fund does not necessarily pay the lowest
commission.
ADMINISTRATION AGREEMENT
Under the terms of an administration agreement by and between Princeton
Administrators, L.P. (the "Administrator") and the Company (the "Administration
Agreement"), the Administrator performs or arranges for the performance of the
following administrative services: (a) maintenance and keeping of certain books
and records of the Fund; (b) preparation or review and, subject to the Company's
review, filing certain reports and other documents required by federal, state
and other applicable U.S. laws and regulations to maintain the Company's
registration as an open-end investment company; (c) coordination of tax related
matters; (d) response to inquiries from Fund shareholders; (e) calculation and
dissemination for publication of the net asset value of the Fund's shares; (f)
oversight and, as the Company's Board of Directors may request, preparation of
reports and recommendations to the Company's Board of Directors on the
performance of administrative and professional services rendered to the Fund by
others, including the Fund's custodian and any subcustodian, registrar, transfer
agency, and dividend disbursing agent, as well as accounting, auditing and other
services; (g) provision of competent personnel and administrative offices
necessary to perform its services under the Administration Agreement; (h)
arrangement for the payment of Fund expenses; (i) consultations with the
Company's officers and various service providers in establishing the accounting
policies of the Fund; (j) preparation of such financial information and reports
as may be required by any banks from which the Fund borrows funds; and (k)
provision of such assistance to the Investment Adviser, the custodian and any
subcustodian, and the Fund's counsel and auditors as generally may be required
to carry on properly the business and operations of the Fund. Under the
Administration Agreement, the Company agrees to cause the Fund's transfer agent
to timely deliver to the Administrator such information as may be necessary or
appropriate for the Administrator's performance of its duties and
responsibilities to the Fund.
The Administrator is obligated, at its expense, to provide office space,
facilities, equipment and necessary personnel in connection with its provision
of services under the Administration Agreement; however, the Fund (in addition
to the fees payable to the Administrator under the Administration Agreement, as
described below) has agreed to pay reasonable travel expenses of persons who
perform administrative, clerical and bookkeeping functions on behalf of the
Fund. Additionally, the expenses of legal counsel and accounting experts
retained by the Administrator, after consulting with the Fund's counsel and
independent auditors, as may be necessary or appropriate in connection with the
Administrator's provision of services to the Fund, are deemed expenses of, and
shall be paid by, the Fund.
For the services rendered to the Fund and the facilities furnished, the Fund
is obliged to pay the Administrator, subject to an annual minimum fee of
$125,000, a monthly fee at an annual rate of .20% of the first $600 million of
the Fund's average daily net assets and .175% of the Fund's average daily net
assets in excess of $600 million. For the period ending December 31, 1996, the
Administrator has agreed to waive its $125,000 annual minimum fee.
The Administration Agreement will remain in effect unless and until
terminated in accordance with its terms. It may be terminated at any time,
without the payment of any penalty, by the Company
B-6
<PAGE>
on sixty days' written notice to the Administrator and by the Administrator on
ninety days' written notice to the Company. The Administration Agreement
terminates automatically in the event of its assignment.
The principal address of the Administrator is P.O. Box 9011, Princeton, New
Jersey 08543.
THE DISTRIBUTOR
Pursuant to a Distribution Agreement by and between U.S. Growth Investments,
Inc. (the "Distributor") and the Company (the "Distribution Agreement"), the
Distributor serves as the principal underwriter of the Fund's shares. The Fund's
shares are offered continuously by and
through the Distributor. As agent of the Fund, the Distributor accepts orders
for the purchase and redemption of Fund shares. The Distributor may enter into
selling agreements with other dealers and financial institutions, pursuant to
which such dealers and/or financial institutions also may sell Fund shares.
RULE 12B-1 DISTRIBUTION PLANS
Rule 12b-1 under the Investment Company Act provides that any payments made
by the Fund (or any Class thereof) in connection with the distribution of its
shares must be pursuant to a written plan describing all material aspects of the
proposed financing of distribution and that any agreements entered into in
furtherance of the plan must likewise be in writing. In accordance with Rule
12b-1, the Fund adopted a separate Rule 12b-1 Distribution Plan for each of its
Class B, Class C and Class D shares. There is no Rule 12b-1 Distribution Plan
for the Fund's Class A shares.
Rule 12b-1 requires that the Distribution Plans (the "Plans") and the
Distribution Agreement be approved initially, and thereafter at least annually,
by a vote of the Company's Board of Directors including a majority of the
directors who are not interested persons of the Company and who have no direct
or indirect interest in the operation of the Plans or in any agreement relating
to the Plans, cast in person at a meeting called for the purpose of voting on
the plan or agreement. Rule 12b-1 requires that the Distribution Agreement and
each Plan provide, in substance:
(a) that it shall continue in effect for a period of more than one year
from the date of its execution or adoption only so long as such continuance
is specifically approved at least annually in the manner described in the
preceding paragraph;
(b) that any person authorized to direct the disposition of moneys paid
or payable by the Fund pursuant to the Plan or any related agreement shall
provide to the Company's Board of Directors, and the directors shall review,
at least quarterly, a written report of the amounts so expended and the
purposes for which such expenditures were made; and
(c) in the case of a Plan, that it may be terminated at any time by a
vote of a majority of the members of the Company's Board of Directors who
are not interested persons of the Company and who have no direct or indirect
financial interest in the operation of the Plan or in any agreements related
to the Plan or by a vote of a majority of the outstanding voting shares of
each affected Class or Classes of the Fund's shares.
Rule 12b-1 further requires that none of the Plans may be amended to
increase materially the amount to be spent for distribution without approval by
the shareholders of the affected Class or Classes and that all material
amendments of the Plan must be approved in the manner described in the paragraph
preceding clause (a) above.
B-7
<PAGE>
Rule 12b-1 provides that the Fund may rely upon Rule 12b-1 only if the
selection and nomination of the Company's disinterested directors are committed
to the discretion of such disinterested directors. Rule 12b-1 provides that the
Fund may implement or continue the Plans only if the directors who vote to
approve such implementation or continuation conclude, in the exercise of
reasonable business judgment and in light of their fiduciary duties under state
law, and under Sections 36(a) and (b) of the Investment Company Act, that there
is a reasonable likelihood that each Plan will benefit the Fund and its
shareholders. The Company's Board of Directors has concluded that there is a
reasonable likelihood that the Distribution Plans will benefit the Fund and its
shareholders.
Under its Distribution Plan, each of Class B, Class C and Class D pays the
Distributor a Rule 12b-1 "account maintenance fee" equal on an annual basis to
.25% of the average daily net assets attributable to each such Class. This
account maintenance fee is designed to compensate the Distributor and certain
broker-dealers and financial institutions with which the Distributor has entered
into selling arrangements for the provision of certain services to the holders
of Fund shares, including, but not limited to, answering shareholder questions,
providing shareholders with reports and other information and providing various
other services relating to the maintenance of shareholder accounts.
The Distribution Plans of Class B and Class C provide for the additional
payment of a Rule 12b-1 "distribution fee" to the Distributor, equal on an
annual basis to .75% of the average daily net assets attributable to such Class.
This fee is designed to compensate the Distributor for advertising, marketing,
and distributing the Class B and Class C shares, including the provision of
initial and ongoing sales compensation to the Distributor's sales
representatives and to other broker-dealers and financial institutions with
which the Distributor has entered into selling arrangements.
SPECIAL PURCHASE PLANS
AUTOMATIC INVESTMENT PLAN. As a convenience to investors, shares may be
purchased through a preauthorized automatic investment plan. Such preauthorized
investments (at least $50) may be used to purchase shares of the Fund at the
public offering price next determined after the Fund receives the investment
(normally the 5th of each month, or the next business day thereafter). Further
information is available from the Distributor.
COMBINED PURCHASE PRIVILEGE. The following persons (or groups of persons)
may qualify for reductions from the front-end sales charge ("FESC") schedule for
Class D shares set forth in the Prospectus by combining purchases of any Class
of Fund shares, if the combined purchase of all Fund shares totals at least
$25,000:
(i) an individual or a "company" as defined in Section 2(a)(8) of the
Investment Company Act;
(ii) an individual, his or her spouse and their children under
twenty-one, purchasing for his, her or their own account;
(iii) a trustee or other fiduciary purchasing 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;
(iv) tax-exempt organizations enumerated in Section 501(c)(3) of the
Code;
(v) employee benefit plans of a single employer or of affiliated
employers;
B-8
<PAGE>
(vi) 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. An organized group does not include a group of individuals whose
sole organizational connection is participation as credit cardholders of a
company, policyholders of an insurance company, customers of either a bank
or broker-dealer, or clients of an investment adviser.
CUMULATIVE QUANTITY DISCOUNT (RIGHT OF ACCUMULATION). A purchase of Class D
shares may qualify for a Cumulative Quantity Discount. The applicable FESC will
then be based on the total of:
(i) the investor's current purchase; and
(ii) the net asset value (at the close of business on the previous day)
of Fund shares held by the investor; and
(iii) the net asset value of shares of any Class of Fund shares owned by
another shareholder eligible to participate with the investor in a "Combined
Purchase Privilege" (see above).
For example, if an investor owned shares worth $15,000 at the then current
net asset value and purchased an additional $10,000 of shares, the sales charge
for the $10,000 purchase would be at the rate applicable to a single $25,000
purchase.
To qualify for the Combined Purchase Privilege or to obtain the Cumulative
Quantity Discount on a purchase through an investment dealer, when each purchase
is made the investor or dealer must provide the Fund with sufficient information
to verify that the purchase qualifies for the privilege or discount.
LETTER OF INTENTION. Investors wishing to purchase Class D shares may also
obtain the reduced FESC shown in the Prospectus by means of a written Letter of
Intention, which expresses the investor's intention to invest not less than
$25,000 (including certain "credits," as described below) within a period of 13
months in any Class of Fund share. Each purchase of shares under a Letter of
Intention will be made at the public offering price applicable at the time of
such purchase to a single transaction of the dollar amount indicated in the
Letter. A Letter of Intention may include purchases of shares made not more than
90 days prior to the date that an investor signs a Letter of Intention; however,
the 13-month period during which the Letter is in effect will begin on the date
of the earliest purchase to be included. Investors qualifying for the Combined
Purchase Privilege described above may purchase shares under a single Letter of
Intention.
For example, assume that on the date an investor signs a Letter of Intention
to invest at least $25,000 as set forth above and the investor and the
investor's spouse and children under twenty-one have previously invested $10,000
in shares which are still held by such persons. It will only be necessary to
invest a total of $15,000 during the 13 months following the first date of
purchase of such shares in order to qualify for the sales charges applicable to
investments of $25,000.
The Letter of Intention is not a binding obligation upon the investor to
purchase the full amount indicated. The minimum initial investment under a
Letter of Intention is 5% of such amount. Shares purchased with the first 5% of
such amount will be held in escrow to secure payment of the higher sales charge
applicable to the shares actually purchased if the full amount indicated is not
purchased. When the full amount indicated has been purchased, the escrow will be
released. To the extent that an
B-9
<PAGE>
investor purchases more than the dollar amount indicated on the Letter of
Intention and qualifies for further reduced sales charges, the sales charges
will be adjusted for the entire amount purchased at the end of the 13-month
period. The difference in sales charges will be used to purchase additional
shares at the then current offering price applicable to the actual amount of the
aggregate purchases.
Investors electing to take advantage of the Letter of Intention should
carefully review the appropriate provisions on the general authorization form
attached to the Prospectus.
MONTHLY CASH WITHDRAWAL PLAN
Any investor who owns or buys shares of the Fund valued at $10,000 or more
at the current offering price may open a Withdrawal Plan and have a designated
sum of money paid monthly to the investor or another person. Shares are
deposited in a Withdrawal Plan account and all distributions are reinvested in
additional shares of the Fund at net asset value. Shares in a Withdrawal Plan
account are then redeemed at net asset value to make each withdrawal payment.
Deferred sales charges may apply to monthly redemptions of shares. Redemptions
for the purpose of withdrawal are made on the 20th of the month (or on the
preceding business day if the 20th falls on a weekend or is a holiday) at that
day's closing net asset value, and checks are mailed on the next business day.
Payments will be made to the registered shareholder or to another party if
preauthorized by the registered shareholder. As withdrawal payments may include
a return on principal, they cannot be considered a guaranteed annuity or actual
yield of income to the investor. The redemption of shares in connection with a
Withdrawal Plan may result in a gain or loss for tax purposes. Continued
withdrawals in excess of income will reduce and possibly exhaust invested
principal, especially in the event of a market decline. The maintenance of a
Withdrawal Plan concurrently with purchases of additional shares of a Class
which imposes an FESC would normally be disadvantageous to the investor because
of the FESC payable on such purchases. For this reason, an investor may not
maintain an Automatic Investment Plan for the accumulation of shares of a Class
which imposes an FESC (other than through reinvestment of distributions) and a
Withdrawal Plan at the same time. The cost of administering Withdrawal Plans is
borne by the Fund as an expense of all shareholders. The Fund or the Distributor
may terminate or change the terms of the Withdrawal Plan at any time. The
Withdrawal Plan is fully voluntary and may be terminated by the shareholder at
any time without the imposition of any penalty.
Since the Withdrawal Plan may involve invasion of capital, investors should
consider carefully with their own financial advisers whether the Withdrawal Plan
and the specified amounts to be withdrawn are appropriate in their
circumstances. The Fund makes no recommendations or representations in this
regard.
DETERMINATION OF NET ASSET VALUE
The net asset value per share is calculated separately for each Class of
shares. The assets and liabilities attributable to each Class of shares is
determined in accordance with generally accepted accounting principles and
applicable SEC rules and regulations.
B-10
<PAGE>
The portfolio securities in which the Fund invests fluctuate in value, and
hence the Fund's net asset value per share also fluctuates. On December 21,
1995, the net asset value per share of each Class of the Fund's shares was
calculated as follows:
Class A Shares:
Net Assets ($97,000) Net Asset Value Per Class A Share
-------------------------- = ($10.00)
Shares Outstanding (9,700)
Class B Shares:
Net Assets ($1,000) Net Asset Value Per Class B Share
-------------------------- = ($10.00)
Shares Outstanding (100)
Class C Shares:
Net Assets ($1,000) Net Asset Value Per Class C Share
-------------------------- = ($10.00)
Shares Outstanding (100)
Class D Shares:
Net Assets ($1,000) Net Asset Value Per Class D Share
-------------------------- = ($10.00)
Shares Outstanding (100)
CALCULATION OF PERFORMANCE DATA
For purposes of quoting and comparing the performance of each Class of the
Fund's shares to that of other mutual funds and to other relevant market indices
in advertisements or in reports to shareholders, performance may be stated in
terms of "average annual total return" or "cumulative total return." These total
return quotations are and will be computed separately for each Class of shares.
Under the rules of the SEC, funds advertising performance must include average
annual total return quotations calculated according to the following formula:
P(1+T)(n) = ERV
Where: P = a hypothetical initial payment of $1,000;
T = average annual total return;
n = number of years; and
ERV = ending redeemable value at the end of the period of a
hypothetical $1,000 payment made at the beginning of such
period.
This calculation assumes all dividends and capital gains distributions are
reinvested at net asset value on the appropriate reinvestment dates as described
in the Prospectus, and includes all recurring fees, such as investment advisory
and management fees, charged to all shareholder accounts.
B-11
<PAGE>
Cumulative total return is computed by finding the cumulative compounded
rate of return over the period indicated in the advertisement that would equate
the initial amount invested to the ending redeemable value, according to the
following formula:
ERV - P
CTR = --------- x 100
P
Where: CTR = Cumulative total return;
ERV = ending redeemable value at the end of the period of a
hypothetical $1,000 payment made at the beginning of such
period; and
P = initial payment of $1,000.
This calculation assumes all dividends and capital gain distributions are
reinvested at net asset value on the appropriate reinvestment dates as described
in the Prospectus, and includes all recurring fees, such as investment advisory
and management fees, charged to all shareholder accounts.
Under each of the above formulas, the time periods used in advertising will
be based on rolling calendar quarters, updated to the last day of the most
recent quarter prior to submission of the advertisement for publication.
The average annual total return and cumulative total return figures
calculated in accordance with the foregoing formulas assume in the case of Class
D shares the maximum FESC has been deducted from the hypothetical initial
investment at the time of purchase, or in the case of Class B or Class C shares
the maximum applicable CDSC has been paid upon the hypothetical redemption of
the shares at the end of the period.
Past performance is not predictive of future performance. All advertisements
containing performance data of any kind will include a legend disclosing that
such performance data represents past performance and that the investment return
and principal value of an investment will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than their original cost.
Advertisements and communications may compare the performance of Fund shares
with that of other mutual funds, as reported by Lipper Analytical Services, Inc.
or similar independent services or financial publications, and may also contrast
the Fund's investment policies and portfolio flexibility with other mutual
funds. From time to time, advertisements and other Fund materials and
communications may cite statistics to reflect the performance over time of Fund
shares, utilizing generally accepted indices or analyses, including, but not
limited to, those published by Lipper Analytical Service, Inc., Standard &
Poor's Corporation, Dow Jones & Company, Inc., CDA Investment Technologies,
Inc., Morningstar, Inc. and Investment Company Data Incorporated. Performance
ratings reported periodically in national financial publications also may be
used. In addition, advertising materials may include the Investment Adviser's
analysis of, or outlook for, the economy or financial markets, compare the
Investment Adviser's analysis or outlook with the views of others in the
financial community and refer to the expertise of the Investment Advisers
personnel and their reputation in the financial community.
B-12
<PAGE>
DIRECTORS AND OFFICERS
Directors and officers of the Company, together with information as to their
principal occupations during the past five years, are set forth below.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DURING
NAME AND ADDRESS POSITIONS WITH THE COMPANY PAST 5 YEARS AND OTHER AFFILIATIONS
- -------------------------------- ---------------------------- -------------------------------------------------
<S> <C> <C>
James R. Jundt (1)(2) Chairman of the Board, Chairman of the Board, Chief Executive Officer,
1550 Utica Avenue South President and Chief Secretary and portfolio manager of the
Suite 950 Executive Officer Investment Adviser since its inception in 1982.
Minneapolis, MN 55416 Chairman of the Board, President and Chief
Executive Officer of The Jundt Growth Fund, Inc.
since 1991. Also a trustee of Gonzaga University
and the Minneapolis Institute of Arts and a
director of three private companies.
John E. Clute Director Dean and Professor of Law, Gonzaga University
East 702 Sharp Avenue School of Law (since August 1, 1991); previously
Spokane, WA 99202 Senior Vice President -- Human Resources and
General Counsel, Boise Cascade Corporation
(forest products) for more than five years.
Director of The Jundt Growth Fund, Inc. since
1991. Also a director of Hecla Mining Company
(mining).
Floyd Hall Director Chairman, President and Chief Executive Officer
3100 West Big Beaver Road of K-Mart Corporation (retailing) since June
Troy, MI 48084 1995. Chairman and Chief Executive Officer of
The Museum Company (retailing) and Alva Replicas
Company (manufacturer of statuary and sculpture)
from July 1989 to June 1995; from March 1984 to
July 1989 Chairman and Chief Executive Officer
of The Grand Union Company (grocery store
chain). Director of The Jundt Growth Fund, Inc.
since 1991. Also a director of Jamesway Corp.
(discount retailing) as well as a private
company.
</TABLE>
B-13
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DURING
NAME AND ADDRESS POSITIONS WITH THE COMPANY PAST 5 YEARS AND OTHER AFFILIATIONS
- -------------------------------- ---------------------------- -------------------------------------------------
<S> <C> <C>
Demetre M. Nicoloff Director Cardiac and thoracic surgeon, Cardiac Surgical
1492 Hunter Drive Associates, P.A., Minneapolis, Minnesota.
Wayzata, MN 55391 Director of The Jundt Growth Fund, Inc. since
1991. Also a director of Optical Sensors for
Medicine, Inc. (patient monitoring equipment);
ATS Medical, Inc. (heart valves), Micromedics,
Inc. (instrument trays, ENT specialty products
and fibrin glue applicators); Possis Medical
Inc. (cardiovascular surgical products); Applied
Biometrics, Inc. (cardiac output measuring
devices) and Sonometrics, Inc. (ultrasound
imaging equipment).
Darrell R. Wells Director Managing Director, Security Management Company
4350 Brownsboro Road (asset management firm). Director of The Jundt
Louisville, KY 40207 Growth Fund, Inc. since 1991. Also a director of
Churchill Downs Inc. (race track operator) and
Citizens Financial Inc. (insurance holding
company), as well as several private companies.
Donald M. Longlet Vice President and Treasurer Portfolio manager since May 1989 with the
1550 Utica Avenue South Investment Adviser; portfolio manager with AMEV
Suite 950 Advisers, Inc., St. Paul, Minnesota, from
Minneapolis, MN 55416 January 1983 to April 1989. Vice President and
Treasurer of The Jundt Growth Fund, Inc. since
1991.
James E. Nicholson Secretary Partner with the law firm of Faegre & Benson
2200 Norwest Center Professional Limited Liability Partnership,
Minneapolis, MN 55402 Minneapolis, Minnesota, which has served as
general counsel to the Investment Adviser since
its inception. Secretary of The Jundt Growth
Fund, Inc. since 1991.
</TABLE>
- ------------------------
(1) Director who is an "interested person" of the Fund, as defined in the
Investment Company Act.
(2) "Controlling person" of the Investment Adviser, as defined in the Investment
Company Act. Mr. Jundt beneficially owns 76% of the capital stock of the
Investment Adviser. Mr. Jundt also owns 100% of the capital stock of the
Distributor and is, therefore, a controlling person of the Distributor as
well.
B-14
<PAGE>
The Company and The Jundt Growth Fund, Inc. (together, the "Fund Complex")
together have agreed to pay each director who is not an "interested person" of
either the Company or The Jundt Growth Fund, Inc. a fee of $12,000 per year plus
$1,200 for each meeting attended and to reimburse each such director for the
expenses of attendance at such meetings. No compensation is paid by the Company
or the Fund Complex to the Company's officers or directors who are "interested
persons" of either the Company or The Jundt Growth Fund, Inc.
The following table sets forth estimated compensation and benefits to be
paid to each director by the Fund Complex during the first full year of the
Fund's operations (the year ending December 31, 1996):
COMPENSATION TABLE
<TABLE>
<CAPTION>
ESTIMATED AGGREGATE COMPENSATION
FROM THE FUND COMPLEX
----------------------------------------
ESTIMATED
PENSIONS OR
RETIREMENT
TWELVE-MONTH BENEFITS ACCRUED
PERIOD ENDED AS PART OF COMPANY
NAME OF DIRECTOR DECEMBER 31, 1996 EXPENSES
- ---------------------------------------- ----------------- ---------------------
<S> <C> <C>
James R. Jundt.......................... None None
Demetre M. Nicoloff..................... $ 16,800 None
Darrell R. Wells........................ $ 16,800 None
John E. Clute........................... $ 16,800 None
Floyd Hall.............................. $ 16,800 None
</TABLE>
COUNSEL AND AUDITORS
Faegre & Benson Professional Limited Liability Partnership, 2200 Norwest
Center, 90 South Seventh Street, Minneapolis, Minnesota 55402, serves as the
Fund's general counsel. KPMG Peat Marwick LLP, 4200 Norwest Center, 90 South
Seventh Street, Minneapolis, Minnesota 55402, has been selected as the
independent auditors of the Fund for its fiscal years ending December 31, 1995
and 1996, respectively.
GENERAL INFORMATION
Under Minnesota law, each Company director owes certain fiduciary duties to
the Company and to its shareholders. Minnesota law provides that a director
"shall discharge the duties of the position of director in good faith, in a
manner the director reasonably believes to be in the best interest of the
corporation, and with the care an ordinary prudent person in a like position
would exercise under similar circumstances." Fiduciary duties of a director of a
Minnesota corporation include, therefore, both a duty of "loyalty" (to act in
good faith and act in a manner reasonably believed to be in the best interests
of the corporation) and a duty of "care" (to act with the care an ordinarily
prudent person in a like position would exercise under similar circumstances).
Minnesota law authorizes corporations to eliminate or limit the liability of
directors: (a) for any breach of the directors' duty of "loyalty" to the
corporation or its shareholders; (b) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of Minnesota law or
for violation of certain provisions of Minnesota securities laws; or (c) for any
transaction from which the directors derived an improper personal benefit. The
Company's Articles of Incorporation limit the liability of the Company's
directors to the
B-15
<PAGE>
fullest extent permitted by Minnesota statutes, except to the extent that such
liability cannot be limited as provided in the Investment Company Act (which
prohibits any provisions which purport to limit the liability of directors
arising from such directors' willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of their role as
directors).
Minnesota law does not eliminate the duty of "care" imposed upon a director.
It only authorizes a corporation to eliminate monetary liability for violations
of that duty. Minnesota law, further, does not permit elimination or limitation
of liability of "officers" to the corporation for breach of their duties as
officers (including the liability of directors who serve as officers for breach
of their duties as officer). Minnesota law does not permit elimination of the
availability of equitable relief, such as injunctive or rescissionary relief.
These remedies, however, may be ineffective in situations where shareholders
become aware of such a breach after a transaction has been consummated and
rescission has become impractical. Further, Minnesota law does not permit
elimination or limitation of a director's liability under the Securities Act of
1933 or the Securities Exchange Act of 1934, and it is uncertain whether and to
what extent the elimination of monetary liability would extend to violations of
duties imposed on directors by the Investment Company Act and the rules and
regulations thereunder.
The Company is not required under Minnesota law to hold annual or
periodically scheduled regular meetings of shareholders. Regular and special
shareholder meetings are held only at such times and with such frequency as
required by law. Minnesota corporation law provides for the Board of Directors
to convene shareholder meetings when it deems appropriate. In addition, if a
regular meeting of shareholders has not been held during the immediately
preceding fifteen months, a shareholder or shareholders holding three percent or
more of the voting shares of the Company may demand a regular meeting of
shareholders of the Company by written notice of demand given to the chief
executive officer or the chief financial officer of the Company. Within ninety
days after receipt of the demand, a regular meeting of shareholders must be held
at the expense of the Company. Irrespective of whether a regular meeting of
shareholders has been held during the immediately preceding fifteen months, in
accordance with Section 16(c) under the Investment Company Act, the Company's
Board of Directors shall promptly call a meeting of shareholders for the purpose
of voting upon the question of removal of any director when requested in writing
to do so by the record holders of not less than 10 percent of the outstanding
shares. Additionally, the Investment Company Act requires shareholder votes for
all amendments to fundamental investment policies and restrictions and for all
investment advisory contracts and amendments thereto.
Upon issuance and sale in accordance with the terms of the Fund's Prospectus
and Statement of Additional Information, each Fund share will be fully paid and
non-assessable. Shares have no preemptive, subscription or conversion rights and
are redeemable as set forth under "How To Redeem Fund Shares" in the Prospectus.
FINANCIAL AND OTHER INFORMATION
The Fund's Prospectus and this Statement of Additional Information do not
contain all the information included in the Company's Registration Statement
filed with the SEC under the Securities Act of 1933 and the Investment Company
Act (the "Registration Statement") with respect to the securities offered by the
Prospectus and this Statement of Additional Information. Certain portions of the
Registration Statement have been omitted from the Prospectus and this Statement
of Additional Information pursuant to the rules and regulations of the SEC. The
Registration Statement including the exhibits filed therewith may be examined at
the office of the SEC in Washington, D.C.
B-16
<PAGE>
In addition, the Schedule of Investments, Notes to Schedule of Investments,
Financial Statements and Notes to Financial Statements contained in the
Registrant's Semi-Annual Report dated June 30, 1996 and filed with the
Securities Exchange Commission on August 29, 1996 (File No. 811-09128) are
incorporated herein by reference.
Statements contained in the Fund's Prospectus or in this Statement of
Additional Information as to any contract or other document referred to are not
necessarily complete, and, in each instance, reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement of which the Prospectus and this Statement of Additional Information
form a part, each such statement being qualified in all respects by such
reference.
B-17
<PAGE>
JUNDT U. S. EMERGING GROWTH FUND
(A SERIES WITHIN JUNDT FUNDS, INC.)
FINANCIAL STATEMENT
DECEMBER 22, 1995
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholder
Jundt Funds, Inc.:
We have audited the statement of assets and liabilities of Jundt U.S.
Emerging Growth Fund (a series within Jundt Funds, Inc.) as of December 22,
1995. This financial statement is the responsibility of the Fund's management.
Our responsibility is to express an opinion on this financial statement based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation of cash in bank by correspondence with the custodian. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the statement of assets and liabilities referred to above
presents fairly, in all material respects, the financial position of Jundt U.S.
Emerging Growth Fund at December 22, 1995, in conformity with generally accepted
accounting principles.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
December 22, 1995
F-1
<PAGE>
JUNDT U.S. EMERGING GROWTH FUND
(A SERIES WITHIN JUNDT FUNDS, INC.)
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 22, 1995
<TABLE>
<S> <C>
Assets:
Cash in bank................................................................... $ 100,000
Organizational costs (note 4).................................................... 100,000
---------
Total assets................................................................. 200,000
---------
Liabilities:
Payable to Adviser (note 4).................................................... 100,000
---------
Net assets applicable to outstanding shares.................................. $ 100,000
---------
---------
Represented by:
Capital stock-authorized 10 billion shares (Class A-1 billion shares, Class B-1
billion shares, Class C-1 billion shares, Class D-1 billion shares, and 6
billion shares unallocated) of $.01 par value................................. 100
Additional paid-in capital..................................................... 99,900
---------
$ 100,000
---------
---------
Net asset value of outstanding capital stock:
Class A, net assets of $97,000 divided by 9,700 shares outstanding............. $ 10.00
---------
---------
Class B, net assets of $1,000 divided by 100 shares outstanding................ $ 10.00
---------
---------
Class C, net assets of $1,000 divided by 100 shares outstanding................ $ 10.00
---------
---------
Class D, net assets of $1,000 divided by 100 shares outstanding................ $ 10.00
---------
---------
</TABLE>
See accompanying notes to financial statement.
F-2
<PAGE>
JUNDT U.S. EMERGING GROWTH FUND
(A SERIES WITHIN JUNDT FUNDS, INC.)
NOTES TO STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 22, 1995
(1) ORGANIZATION
Jundt Funds, Inc. was incorporated on October 26, 1995 and is registered
under the Investment Company Act of 1940 (as amended) as a diversified, open-end
management investment company. Jundt U.S. Emerging Growth Fund (the Fund) is a
series within Jundt Funds, Inc.
The Fund currently issues Class A, Class B, Class C, and Class D shares.
Class A shares are offered for sale exclusively to certain specified investors
and are not offered for sale to the general public. Class B shares are sold
subject to a contingent deferred sales charge (CDSC) payable upon redemption if
redeemed within six years and automatically convert to Class D shares following
the eighth anniversary of their sale. Class C shares are sold subject to a CDSC
if redeemed within one year and do not have a conversion feature. Class D shares
are sold subject to a front-end sales charge.
All classes of shares have identical voting, dividend, liquidation and other
rights, and the same terms and conditions, except that the level of certain
class specific fees and expenses may differ among classes. Income, expenses
(other than class specific expenses) and realized and unrealized gains or losses
on investments are allocated to each class of shares based upon its relative net
assets.
The only transaction of the Fund since inception has been the initial sale
on December 21, 1995 of 9,700 shares of Class A, 100 shares of Class B, 100
shares of Class C, and 100 shares of Class D to James R. Jundt, President of
Jundt Funds, Inc.
(2) FEDERAL TAXES
The Fund intends to comply with the requirements of the Internal Revenue
Code applicable to regulated investment companies and to distribute taxable
income to the shareholders in amounts that will avoid federal income and excise
taxes.
(3) FEES AND EXPENSES
The Fund has entered into an investment advisory agreement with Jundt
Associates, Inc. (the Adviser) under which the Adviser manages the Fund's assets
and provides related office space, equipment and personnel. The fee for
investment management and advisory services is based on the average daily net
assets of the Fund at the annual rate of 1.00%.
The Fund has adopted separate plans of distribution applicable to Class B
shares, Class C shares and Class D shares, respectively, relating to the payment
of certain distribution expenses pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (as amended). The Fund pays distribution fees to U.S. Growth
Investments, Inc., the principal underwriter and distributor, to be used to pay
certain expenses incurred in the distribution, promotion and servicing of the
Fund's shares. The Class B and Class C distribution plans provide for a fee at
an annual rate of 1.00% of average daily net assets of Class B shares and Class
C shares, respectively. The 1.00% fee is comprised of a 0.75% distribution fee
and a 0.25% service fee. The Class D plan provides for a 0.25% service fee.
The Fund has entered into an administrative services agreement with
Princeton Administrators, L.P. for accounting and other administrative services.
The administrative service fee is equal to the
F-3
<PAGE>
JUNDT U.S. EMERGING GROWTH FUND
(A SERIES WITHIN JUNDT FUNDS, INC.)
NOTES TO STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 22, 1995
(3) FEES AND EXPENSES (CONTINUED)
greater of $125,000 per annum or an annual rate of 0.20% of the Fund's average
daily net assets (the fee is reduced to 0.175% for the Fund's average daily net
assets in excess of $600 million). The annual minimum of $125,000 has been
waived through December 31, 1996.
The Fund also bears certain other operating expenses including outside
directors' fees, custodian fees, registration fees, organizational costs,
printing and shareholder reporting, legal, auditing, and other miscellaneous
expenses.
(4) ORGANIZATIONAL COSTS
The Fund expects to incur organizational expenses in connection with the
start-up and initial registration of the Fund. These costs will be amortized
over 60 months on a straight-line basis beginning with the commencement of
operations. If any or all of the shares held by James R. Jundt (or by any
subsequent holder of such shares) representing initial capital of the Fund are
redeemed prior to the end of the amortization period, the redemption proceeds
will be reduced by the pro rata share of the unamortized expenses as of the date
of redemption. The pro rata share by which the proceeds will be reduced will be
derived by dividing the number of original shares redeemed by the total number
of original shares outstanding at the time of redemption.
Legal fees of approximately $30,000, included as organizational costs, were
incurred for services provided by a law firm of which the Fund's secretary is a
partner.
F-4
<PAGE>
JUNDT FUNDS, INC.
REGISTRATION STATEMENT ON FORM N-1A
PART C
OTHER INFORMATION
<PAGE>
PART C
OTHER INFORMATION
ITEM 24 -- FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements for Jundt Funds, Inc. (the "Registrant") are
included in Part B of this Registration Statement (Prospectus).
(b) Exhibits:
<TABLE>
<C> <S>
1 Articles of Incorporation and Certificate of Designation*
2 Bylaws*
3 Not applicable
4 Not applicable
5 Investment Advisory Agreement*
6.1 Distribution Agreement*
6.2 Form of Selected Dealer Agreement*
7 Not applicable
8 Custodian Contract*
9.1 Transfer Agency and Service Agreement*
9.2 Administration Agreement*
9.3 Financial Services Agreement*
10 Opinion and Consent of Faegre & Benson Professional Limited
Liability Partnership*
11 Consent of KPMG Peat Marwick LLP
12 Not applicable
13 Not applicable
14 Not applicable
15.1 Class B Distribution Plan*
15.2 Class C Distribution Plan*
15.3 Class D Distribution Plan*
16 Not applicable
17 Not applicable
18 Rule 18f-3 Plan*
19 Code of Ethics*
20 Powers of Attorney*
</TABLE>
- ------------------------
*Incorporated by reference to the like numbered Exhibit to the Registrant's
Pre-Effective Amendment No. 1 to Registration Statement on Form N-1A filed on
December 22, 1995 (File No. 33-99080).
ITEM 25 -- PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
The Registrant is under common control with The Jundt Growth Fund, Inc., an
open-end management investment company, by virtue of the fact that the
Registrant and The Jundt Growth Fund, Inc. share a common investment adviser.
There are no other persons, to the Registrant's knowledge, that are directly or
indirectly controlled by or under common control with the Registrant.
C-1
<PAGE>
ITEM 26 -- NUMBER OF HOLDERS OF SECURITIES
The following table sets forth the number of holders of shares of the
Registrant as of December 29, 1995:
<TABLE>
<CAPTION>
NUMBER OF
TITLE OF CLASS RECORD HOLDERS
- -------------------------------------------------------------- --------------
<S> <C>
Class A Common Shares, par value $.01 per share............... 1
Class B Common Shares, par value $.01 per share............... 1
Class C Common Shares, par value $.01 per share............... 1
Class D Common Shares, par value $.01 per share............... 1
</TABLE>
ITEM 27 -- INDEMNIFICATION
The Articles of Incorporation (Exhibit 1) and Bylaws (Exhibit 2) of the
Registrant provide that the Registrant shall indemnify such persons, for such
expenses and liabilities, in such manner, under such circumstances, and to the
full extent permitted by Section 302A.521 of the Minnesota Statutes, as now
enacted or hereafter amended, provided that no such indemnification may be made
if it would be in violation of Section 17(h) of the Investment Company Act of
1940, as now enacted or hereafter amended. Section 302A.521 of the Minnesota
Statutes, as now enacted, provides that a corporation shall indemnify a person
made or threatened to be made a party to a proceeding against judgments,
penalties, fines, settlements and reasonable expenses, including attorneys' fees
and disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person: (a) has not been indemnified by another organization for
the same judgments, penalties, fines, settlements and reasonable expenses
incurred by the person in connection with the proceeding with respect to the
same acts or omissions; (b) acted in good faith; (c) received no improper
personal benefit; (d) complied with the Minnesota Statute dealing with directors
conflicts of interest, if applicable; (e) in the case of a criminal proceeding,
had no reasonable cause to believe the conduct was unlawful; and (f) reasonably
believed that the conduct was in the best interests of the corporation or, in
certain circumstances, reasonably believed that the conduct was not opposed to
the best interests of the corporation.
The Articles of Incorporation of the Registrant further provide that, to the
fullest extent permitted by the Minnesota Business Corporations Act, as existing
or amended (except as prohibited by the Investment Company Act of 1940, as
amended) a director of the Registrant shall not be liable to the Registrant or
its shareholders for monetary damages for breach of fiduciary duty as director.
The form of Selected Dealer Agreement (Exhibit 6.2) between the Registrant's
principal underwriter, U.S. Growth Investments, Inc. (the "Distributor"), and
any broker-dealer with which the Distributor enters into such Selected Dealer
Agreement provides that each of the parties to the Selected Dealer Agreement
agrees to indemnify and hold the other harmless, including such parties'
officers, directors and any person who is or may be deemed to be a controlling
person of such party, from and against any losses, claims, damages, liabilities
or expenses, whether joint or several, to which any such person or entity may
become subject under the Securities Act of 1933 or otherwise insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect thereof)
arise out of or are based upon, (a) any untrue statement or alleged untrue
statement of material fact, or any omission or alleged omission to state a
material fact made or omitted by such indemnifying party therein; or (b) any
willful misfeasance or gross misconduct by such indemnifying party in the
performance of its duties and obligations thereunder.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director,
C-2
<PAGE>
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.
ITEM 28 -- BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
In addition to serving as investment adviser to the Registrant, the
Investment Adviser (Jundt Associates, Inc.) serves as the investment adviser to
The Jundt Growth Fund, Inc. and as a sub-adviser to Diversified Investors Funds
Group (Growth Series) as well as the investment adviser to numerous private
accounts.
See "Management of the Fund -- Investment Adviser" and "Management of the
Fund -- Portfolio Managers" in the Registrant's Prospectus and "Advisory,
Administrative and Distribution Agreements" and "Directors and Officers" in the
Registrant's Statement of Additional Information.
ITEM 29 -- PRINCIPAL UNDERWRITERS
(a) The Distributor is the only principal underwriter of the Registrant's
shares and also serves as principal underwriter of The Jundt Growth Fund, Inc.'s
shares.
(b) The following describes certain information regarding the officers and
directors of the Distributor:
<TABLE>
<CAPTION>
POSITIONS AND OFFICES POSITIONS AND OFFICES
NAME WITH THE DISTRIBUTOR WITH THE REGISTRANT
- ----------------------- ------------------------------------------- -------------------------------------------
<S> <C> <C>
James R. Jundt Director and Chairman of the Board Chairman of the Board, President and Chief
Executive Officer
Thomas L. Press Director, President, Secretary and None.
Treasurer
</TABLE>
(c) Not applicable.
ITEM 30 -- LOCATION OF ACCOUNTS AND RECORDS
The Registrant's custodian is Norwest Bank Minnesota, N.A., Norwest Center,
90 South Seventh Street, Minneapolis, Minnesota 55402.
The Registrant's transfer agent and dividend disbursing agent is Investors
Fiduciary Trust Company, 1004 Baltimore, Kansas City, Missouri 64105.
Other records will be maintained by the Registrant at its principal offices,
which are located at 1550 Utica Avenue South, Suite 950, Minneapolis, Minnesota
55416 and by Princeton Administrators, L.P., the Registrant's administrator,
located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536.
ITEM 31 -- MANAGEMENT SERVICES
Not applicable.
ITEM 32 -- UNDERTAKINGS
(a) Not applicable.
(b) Not applicable.
(c) Registrant hereby undertakes to furnish to each person to whom a
prospectus of the Registrant has been furnished the latest Annual Report of the
Registrant. Such Annual Report will be furnished by the Registrant without
charge upon request by any such person.
(d) Pursuant to Section 16(c) of the Investment Company Act of 1940, as
amended, the Registrant hereby undertakes to call a shareholders' meeting for
the purpose of voting upon the question of removal of one or more directors (and
to assist shareholders in communications with each other) if and when requested
in writing to do so by the record holders of not less than ten percent of the
Registrant's outstanding shares.
C-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Post-Effective
Amendment to its Registration Statement on Form N-1A to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Minneapolis, and
State of Minnesota, on the 4th day of October, 1996.
JUNDT FUNDS, INC.
By /s/ JAMES R. JUNDT
-----------------------------------
James R. Jundt
CHAIRMAN OF THE BOARD
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement on Form N-1A has been signed
below by the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
NAME/SIGNATURE TITLE DATE
- ------------------------------------------------------------ ------------------------------ ------------------
<C> <S> <C>
Director, Chairman of the
/s/ JAMES R. JUNDT Board, President and Chief
------------------------------------------- Executive Officer (Principal October 4, 1996
James R. Jundt Executive Officer)
/s/ DONALD M. LONGLET Vice President and Treasurer
------------------------------------------- (Principal Financial and October 4, 1996
Donald M. Longlet Accounting Officer)
------------------------------------------- Director
John E. Clute*
------------------------------------------- Director
Floyd Hall*
------------------------------------------- Director
Demetre M. Nicoloff*
------------------------------------------- Director
Darrell R. Wells*
*By /s/ JAMES R. JUNDT
--------------------------------------
James R. Jundt, October 4, 1996
ATTORNEY-IN-FACT
(Pursuant to Powers of Attorney dated as of December 4,
1995, and filed with Registration Statement on Form N-1A
(File No. 33-99080).)
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
METHOD
NUMBER AND NAME OF EXHIBIT OF FILING
- -------------------------------------------------------- --------------------
<S> <C> <C>
1 Articles of Incorporation and Certificate of
Designation*
2 Bylaws*
5 Investment Advisory Agreement*
6.1 Distribution Agreement*
6.2 Form of Selected Dealer Agreement*
8 Custodian Contract*
9.1 Transfer Agency and Service Agreement*
9.2 Administration Agreement*
9.3 Financial Services Agreement*
10 Opinion and Consent of Faegre & Benson
Professional Limited Liability Partnership*
11 Consent of KPMG Peat Marwick LLP Filed Electronically
15.1 Class B Distribution Plan*
15.2 Class C Distribution Plan*
15.3 Class D Distribution Plan*
18 Rule 18f-3 Plan*
19 Code of Ethics*
20 Powers of Attorney*
</TABLE>
- ------------------------
* Incorporated by reference to the like numbered Exhibit to the Registrant's
Pre-Effective Amendment No. 1 to Registration Statement on Form N-1A filed
on December 22, 1995 (File No. 33-99080).
<PAGE>
[LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Jundt Funds, Inc.:
We consent to the use of our report included herein and to the reference to
our Firm under the heading "COUNSEL AND AUDITORS" in Part B of the
Registration Statement.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
October 3, 1996
