SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
The Thurlow Funds, Inc.
-----------------------
(Name of Registrant as Specified in its Charter)
----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
<PAGE>
[Letterhead of The Thurlow Funds, Inc.]
Notice of Special Meeting of Shareholders
To be Held March 17, 2000
To Our Shareholders:
We invite you to attend our special meeting of shareholders on Friday,
March 17, 2000, at 3:00 p.m. (Pacific Standard Time), at the Renaissance
Stanford Court Hotel, 905 California Street, San Francisco, California 94108. As
we describe in the accompanying proxy statement, we will vote on (a) the
election of seven directors, (b) a new investment advisory agreement and (c) on
other business that may properly come before the special meeting.
We have enclosed a proxy card with this proxy statement. Your vote is
important, no matter how many shares you own. Even if you plan to attend the
special meeting, please complete, date and sign the proxy card and mail it as
soon as you can in the envelope we have provided. If you attend the special
meeting, you can revoke your proxy and vote your shares in person if you choose.
We look forward to seeing you at the special meeting.
THE THURLOW FUNDS, INC.
/s/ Martina Hearn
Martina Hearn
Vice President and Secretary
Palo Alto, California
February 10, 2000
<PAGE>
FREQUENTLY ASKED QUESTIONS
Q: Why have I received this proxy Q: What constitutes a quorum?
statement?
A "quorum" refers to the number of
Our Board of Directors has sent you shares that must be in attendance
this proxy statement, starting at a meeting to lawfully conduct
around February 10, 2000 to ask business. A majority of the votes
for your vote as a shareholder on of the shares of the Fund entitled
certain matters to be voted on at to be cast represent a quorum. As a
the special meeting. result, holders of 190,318 shares
must be present in person or
Q: What am I voting on? represented by proxy at the special
meeting to constitute a quorum.
You will vote on (a) electing seven
directors and (b) approving a new Q: What happens if I sign and return
investment advisory agreement, my proxy card but do not mark my
which provides for a fee increase. vote?
Our Board of Directors is not
aware of any other matter which Thomas F. Thurlow and Martina
will be presented for your vote at Hearn, as proxies, will vote your
the special meeting. shares to elect the Board of
Director's nominees for director
Q: Do I need to attend the special and to approve a new investment
meeting in order to vote? advisory agreement.
No. You can vote either in person
at the special meeting or by Q: May I revoke my proxy?
completing and mailing the enclosed
proxy card. You may revoke your proxy at any
time before it is exercised by
Q: How will proxies be solicited? giving notice of your revocation to
us in writing (by subsequent proxy
We will solicit proxies by mail. In or otherwise). Your presence at the
addition, certain of our officers special meeting does not itself
and employees may solicit by revoke your proxy.
telephone, telegraph and
personally. We will not pay these Q: Who will count the votes?
officers and employees specifically
for soliciting proxies. We will Mutual Shareholder Services, our
bear the cost of soliciting transfer agent and registrar, will
proxies, including preparing, count the votes and act as
assembling and mailing the proxy inspector of elections.
material.
Q: What percentage of the outstanding
Q: Who is entitled to vote? shares do directors and officers
own?
If you owned shares of our single
portfolio, The Thurlow Growth Fund, Our directors (current and
as of the close of business on the proposed) and officers together own
record date, December 27, 1999, you approximately 5% of the outstanding
are entitled to vote. You will be shares as of the record date. See
entitled to one vote per share for page 4 for more details.
each share you own of the Fund on
the record date.
Q: Who are the largest shareholders?
Q: How many shares of the Fund's stock
are entitled to vote? As of the record date, National
Investors Services Corp. owned of
As of the record date, 380,635 record 87,778 shares, approximately
shares of the Fund were entitled to 23% and Heida L. Thurlow owned of
vote at the special meeting. record 21,666 shares, approximately
6%.
Q: What happens if the special meeting
is adjourned? Q: How can I obtain a copy of the
annual report?
The special meeting could be
adjourned if a quorum does not You may request a copy of our
exist. For purposes of any annual report for the fiscal year
adjournment, proxies will be voted ended June 30, 1999 by writing to
"for" adjournment unless you direct Martina Hearn at 1256 Forest
otherwise by writing anywhere on Avenue, Palo Alto, California 94301
the enclosed proxy that you will or by calling 1-888-848-7569. We
vote against any adjournments. will furnish this copy free of
charge.
1
<PAGE>
ELECTION OF DIRECTORS
Director Nominees
At the special meeting, we will elect seven directors to hold office
until their respective successors are chosen and qualified. Our Board of
Directors, which we refer to herein as the "Board," has nominated seven people
for election. Thomas F. Thurlow and Martina Hearn as proxies, intend to vote for
the election of all of the Board's nominees. They will also vote proxies for
another person that the Board may recommend in place of a nominee if that
nominee becomes unable to serve as a director before the special meeting.
We recommend a vote "for" all the nominees. Five of the nominees, Ms.
Hearn, Ms. McRee, Mr. McRee, Ms. Rosendahl and Mr. Thurlow, are members of the
present Board. Each nominee has consented to being named as a nominee and to
serve if elected.
The Board's nominees to serve as our directors, and certain important
information regarding each nominee, are as follows:
Christine Owens
965 E. El Camino
Sunnyvale, California 94087
(A Proposed Director)
Ms. Owens, 35, is a Business Solutions Manager at Interwoven, Inc., a
provider of Web content management solutions. Ms. Owens is also the founder and
principal officer of Market Quest, a market consulting company. From September
1993 to February 1998, Ms. Owens was the senior marketing manager of Sybase, a
database software company.
Martina Hearn*
555 Bryant Street #262
Palo Alto, California 94301
(Vice President, Secretary and a Director)
Ms. Hearn, 43, is an associate of the law firm of Thurlow & Hearn, an
association of attorneys. Ms. Hearn has been practicing law since 1989. Ms.
Hearn is the wife of Thomas F. Thurlow.
Natasha L. McRee
3105 Grimes Ranch Road
Austin, Texas 78732
(A Director)
Ms. McRee, 28, is a marketer with the firm of GSDNM Advertising and
has been employed with this firm since September 1996. From August 1995 to
August 1996, Ms. McRee was employed with Rives Carlberg Advertising as a
marketing consultant. From September 1993 to August 1995, Ms. McRee was employed
in the Marketing Department of Slick 50, a producer of automotive oils. Ms.
McRee is the wife of Robert C. McRee.
- --------------------------
* Ms. Field, Ms. Hearn, Ms. Rosendahl and Mr. Thurlow are directors who are
"interested persons" of the Fund as that term is defined in the Investment
Company Act of 1940
2
<PAGE>
Robert C. McRee
3105 Grimes Ranch Road
Austin, Texas 78732
(A Director)
Mr. McRee, 28, is a marketer for Cyress Technologies Corporation, Inc.
and has been employed with this firm since 1996. Prior to such time, Mr. McRee,
was employed by Slick 50 and attended college. Mr. McRee is the husband of
Natasha L. McRee.
Stephanie E. Rosendahl*
4101 Coleridge Street
Houston, Texas 77005
(A Director)
Ms. Rosendahl, 33, is an independent management consultant and has
been self-employed since 1993. Ms. Rosendahl is the sister of Thomas F. Thurlow.
Tamara Thurlow Field*
200 Yorkview Road
Yorktown, Virginia 23692
(A Proposed Director)
Ms. Field, 36, is the founder, President and Chief Executive Officer
of Apollo Hosting, a web hosting business. Ms. Field has held these positions
since 1996. Prior to 1996, Ms. Field was self-employed. Ms. Field is the sister
of Mr. Thurlow.
Thomas F. Thurlow*
1256 Forest Avenue
Palo Alto, California 94301
(President, Treasurer and a Director)
Mr. Thurlow, 37, is an attorney and founder and associate of the law
firm Thurlow & Hearn, an association of attorneys. Mr. Thurlow has been
practicing law since 1989. Mr. Thurlow is also the sole officer, director and
shareholder of Thurlow Capital Management, Inc., an investment advisory firm,
which he founded in 1997. Mr. Thurlow is the husband of Martina Hearn and the
brother of Stephanie E. Rosendahl and Tamara Thurlow Field.
- --------------------------
* Ms. Field, Ms. Hearn, Ms. Rosendahl and Mr. Thurlow are directors who are
"interested persons" of the Fund as that term is defined in the Investment
Company Act of 1940
Board Meetings and Committees
The Board has no audit, nominating, compensation or other similar
committees. The Board met 3 times during the fiscal year ended June 30, 1999.
All of the nominees who are members of the present Board attended each meeting.
3
<PAGE>
Compensation
Currently, we do not compensate our directors. Our standard method of
compensating directors, commencing in the fiscal year ending June 30, 2000, will
be to pay each director who is not an "interested person" a fee of $500 for each
meeting of the Board attended.
The table below sets forth the compensation we paid to each of our
directors during the fiscal year ending June 30, 1999*:
<TABLE>
<CAPTION>
Pension or Retirement
Benefits Accrued as Estimated Annual Total Compensation
Aggregate Part Benefits Upon Paid to
Name of Person Compensation Of Fund Expenses Retirement Directors
- -------------- ------------ ---------------- ---------- ---------
<S> <C> <C> <C> <C>
Martina Hearn $0 $0 $0 $0
Robert C. McRee 0 0 0 0
Natasha L. McRee 0 0 0 0
Stephanie E. Rosendahl 0 0 0 0
Thomas F. Thurlow 0 0 0 0
- --------------------
* Ms. Owens and Ms. Field were not directors during the fiscal year ending June 30, 1999.
</TABLE>
Principal Shareholders
Set forth below are the names and addresses of all holders of the
Fund's shares who as of December 27, 1999 beneficially owned more than 5% of the
Fund's then outstanding shares, as well as the number of shares of the Fund
beneficially owned by all our officers and directors (current and proposed) as a
group.
Name and Address of Beneficial Owner Number of Shares Percent of Class
- ------------------------------------ ---------------- ----------------
National Investors Services Corp. 87,778 23.06%
55 Water Street
New York, NY 10041*
Heida L. Thurlow 21,666 5.69%
2030 W. Sam Houston Parkway N.
Houston, TX 77043
Officers and Directors (current and proposed) 20,063 5.27%
as a Group (7 persons)
- -------------------------
* All of the shares owned by National Investors Services Corp. were owned of
record only.
Vote Required
Under Maryland law, shareholders elect directors by a plurality of the
votes cast by shares which are entitled to vote in the election, assuming a
quorum is present. For this purpose, "plurality" means that the nominees
receiving the largest number of votes will be elected as directors. Any shares
which do not vote, whether by abstention, broker non-vote or otherwise, will not
affect the election of directors.
4
<PAGE>
APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT FOR THE FUND
Introduction
The Fund presently has an investment advisory agreement with Thurlow
Capital Management, Inc., a California corporation, P.O. Box 50427, Palo Alto,
California 64303-0427, as the Adviser, pursuant to which the Adviser furnishes
continuous investment advisory services to the Fund. The "Current Advisory
Agreement" was entered into at the inception of the Fund on June 22, 1997. We
are asking the shareholders to approve a new investment advisory agreement with
the Adviser. The "Proposed Advisory Agreement" has been approved by the Board.
The Proposed Advisory Agreement will take effect on July 1, 2000 assuming it is
approved by the shareholders of the Fund at the special meeting.
Description of Current and Proposed Advisory Agreements
The terms of the Current Advisory Agreement and the Proposed Advisory
Agreement are substantially identical except for the fees payable to the Adviser
and the expense reimbursement provision. Under the Current Advisory Agreement,
the Fund pays the Adviser a monthly fee of 1/12 of 1.25% (1.25% per annum) of
the average daily net asset value of the Fund. The Proposed Advisory Agreement
provides for an increase in the monthly advisory fee payable to the Adviser for
the services it provides to the Fund to 1/12 of 1.90% (1.90% per annum) of the
average daily net asset value of the Fund. Under the Current Advisory Agreement,
the Adviser has agreed to reimburse the Fund to the extent that the aggregate
annual operating expenses, including the investment advisory fee, but excluding
interest, taxes, brokerage commissions and other costs incurred in connection
with the purchase or sale of portfolio securities, and extraordinary items,
exceed 3.00% of the average net asset of the Fund for such year. The proposed
advisory agreement provides that the Adviser will bear all expenses of the Fund
(resulting in a decrease in the Fund's Total Fund Operating Expenses) except the
Adviser's fee, all federal, state and local taxes, interest, brokerage
commissions, reimbursement payments to securities lenders for dividend and
interest payments on securities sold short and extraordinary items (including
extraordinary litigation expenses).
Pursuant to the Current Advisory Agreement, the Adviser supervises and
manages the investment portfolio of the Fund and, subject to such policies as
the Board may determine, directs the purchase or sale of investment securities
in the day-to-day management of the Fund's investment portfolio. Under the
Current Advisory Agreement, the Adviser, at its own expense and without
reimbursement from the Fund, furnishes office space, and all necessary office
facilities, equipment and executive personnel for managing the Fund's
investments, and bears all sales and promotional expenses of the Fund, other
than distribution expenses paid by the Fund pursuant to the Service and
Distribution Plan and expenses incurred in complying with laws regulating the
issue or sale of securities. If the shareholders approve the Proposed Advisory
Agreement, the Service and Distribution Plan will be terminated (by vote of the
Rule 12b-1 Directors, as provided in the Service and Distribution Plan) and the
Adviser will bear the cost of the distribution expenses currently paid by the
Fund under the Service and Distribution Plan.
Pursuant to the Current Advisory Agreement, the Adviser has agreed to
reimburse the Fund to limit the total operating expenses of the Fund, including
the investment advisory fee but excluding interest, taxes, brokerage commissions
and similar fees, to an annual rate of 3.0% of the Fund's average daily net
assets. The Fund monitors its expense ratio on a monthly basis. If the accrued
amount of the expenses of the Fund exceeds the limitation, the Fund creates an
account receivable from the Adviser for the amount of such excess. In such a
situation the monthly payment of the Adviser's fee will be reduced by the amount
of such excess, subject to adjustment month by month during the balance of the
Fund's fiscal year if accrued expenses thereafter fall below this limit.
Additionally, for the fiscal period ended June 30, 1998 and the fiscal year
ended June 30, 1999, the Adviser, although not contractually obligated to do so,
reimbursed the Fund for annual operating expenses in excess of 1.95% of the
Fund's average net assets for each such period. The Proposed Advisory Agreement
does not provide a similar expense reimbursement provision, but rather the
Proposed Advisory Agreement provides that the Adviser will bear all expenses of
the Fund, except the Adviser's fee, all federal, state and local taxes,
interest, brokerage commissions, reimbursement payments to securities lenders
for dividend and interest
5
<PAGE>
payments on securities sold short and extraordinary items (including
extraordinary legal expenses). If the Adviser fails to pay expenses of the Fund
that it is obligated to pay, the Fund will create an account receivable from the
Adviser for the amount of such unpaid expenses. In turn, the Adviser's monthly
fee will be reduced by the amount of such unpaid expenses.
During the fiscal year ended June 30, 1999, the Adviser received
$12,186 in advisory fees and reimbursed the Fund $109,985 for expenses. Had the
Proposed Advisory Agreement been in effect during that year, the Adviser would
have received $18,500 in fees (an increase of 51.8%) from the Fund, but would
have paid $114,424 of the Fund's expenses (an increase of 4.0%).
The Fund does not pay brokerage commissions to any broker affiliated
with the Fund, the Adviser or any affiliated person thereof.
The following table shows the actual operating expenses expressed as a
percentage of average net assets incurred by the Fund during the fiscal year
ended June 30, 1999 and the expenses expressed as a percentage of average net
assets that would have been incurred had the Proposed Advisory Agreement been in
effect for such period:
Most Recent
Fiscal Year End Pro Forma
--------------- ---------
Management Fees 1.25% 1.90%
12b-1 Fees 0.25% 0.00%
Other Expenses 11.35% 0.00%
Total Fund Operating Expenses 12.85%* 1.90%
Less Reimbursements 10.90%* 0.00%
Net Operating Expenses 1.95%* 1.90%
- -------------------
* The Fund had actual Total Fund Operating Expenses (after reimbursement)
that were less than the amount shown. The Adviser reimbursed the Fund to
the extent necessary to insure that Total Fund Operating Expenses did not
exceed 1.95%. The Adviser is not contractually obligated to make these
reimbursements and may discontinue these reimbursements at any time, but
will not do so prior to June 30, 2000.
6
<PAGE>
Example
This "Example" is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds under the Current
Advisory Agreement and under the Proposed Advisory Agreement. The Example
assumes that you invest $10,000 in the Fund for the time periods indicated and
then redeem all of your shares at the end of these 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 costs may be higher or
lower, based on these assumptions, your cost would be:
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Current Advisory Agreement 1 $1,235 $3,421 $5,277 $8,783
Proposed Advisory Agreement 2 $ 193 $ 597 $1,026 $2,222
- -------------------------------------------
1 Assumes for each year represented that the Current Advisory Agreement is in
effect, pursuant to which the Adviser receives a fee of 1.25% (per annum), but
does not assume that the Adviser reimburses the Fund for its expenses to the
extent necessary to insure that Total Fund Operating Expenses do not exceed
1.95%, as the Adviser is not contractually obligated to do so.
2 Assumes for each year represented that the Proposed Advisory Agreement is in
effect, pursuant to which the Adviser bears the cost of all the Fund's expenses
and receives a fee of 1.90% (per annum).
The purpose of the Example and table is to assist you in understanding
how the various costs and expenses of the Fund will change as a result of the
Proposed Advisory Agreement. The Example should not be considered a
representation of past or future expenses. The Fund's actual expenses and
investment performance vary from year to year and will result in expenses that
may be higher or lower than those shown above.
If approved by the requisite shareholder vote, the Proposed Advisory
Agreement will become effective on July 1, 2000. The Proposed Advisory Agreement
provides that it will continue in effect as long as its continuance is
specifically approved at least annually by (i) the Board, or by the vote of a
majority (as defined in the 1940 Act) of the outstanding shares of the Fund; and
(ii) by the vote of a majority of the directors of the Fund who are not
interested persons, cast in person at a meeting called for the purpose of voting
on such approval. The Proposed Advisory Agreement provides that it may be
terminated at any time without the payment of any penalty by the Board or by a
vote of a majority of the outstanding shares of the Fund on sixty (60) calendar
days written notice to the Adviser, and by the Adviser on the same notice to the
Fund, and that it shall be automatically terminated if it is assigned.
Description of Thurlow Capital Management, Inc.
Thurlow Capital Management, Inc. is a registered investment adviser
organized in 1997. Its address is P.O. Box 50427, Palo Alto, California
94343-0427. The Adviser is controlled by Mr. Thurlow, its sole officer, director
and shareholder. Certain important information about Mr. Thurlow may be found on
p. 3.
The Evaluation by the Board of Directors and Directors' Recommendation
The Board has determined that approving the Proposed Advisory
Agreement with Thurlow Capital Management, Inc. will enable the Fund to obtain
services of high quality at costs deemed appropriate, reasonable and in the best
interests of the Fund and its shareholders.
7
<PAGE>
In making its determinations, the Board took into consideration:
o the fact that the Adviser has demonstrated its abilities as an
investment adviser while serving as the investment adviser to the
Fund;
o the fact the terms of the Current Advisory Agreement are
substantially identical to the terms of the Proposed Advisory
Agreement except for the fees payable to the Adviser and the
expense reimbursement limitation;
o the fact the management of the Fund is labor intensive;
o the fact the Fund is actively managed;
o the fact the Fund invests in relatively small companies which
tend not to be widely followed by third party research analysts
requiring the Adviser to utilize its own resources in evaluating
such companies;
o the fact the Adviser under the Proposed Advisory Agreement will
bear all expenses of the Fund except the Adviser's fee, all
federal, state and local taxes, interest, brokerage commissions,
reimbursement payments to securities lenders for dividend and
interest payments on securities sold short and extraordinary
items (including extraordinary litigation expenses);
o the fact the Adviser under the Proposed Advisory Agreement will
assume some administrative duties formerly performed by the
Fund's administrator (e.g., supervision of other service
providers); and
o the Fund's recent strong performance.
In weighing the factors discussed above, the Board assigned the
greatest weight to the fact that management of the Fund is labor intensive and
the fact that the Adviser will bear all the expenses of the Fund (with certain
exceptions as noted above). The Board considered the other factors discussed
above to be of secondary importance.
Based upon its review, the Board concluded that the Proposed Advisory
Agreement with the Adviser is reasonable, fair and in the best interests of the
Fund and its shareholders, and the fees provided in the Proposed Advisory
Agreement are fair and reasonable. In the Board's view, retaining the Adviser to
serve as investment adviser of the Fund, under the terms of the Proposed
Advisory Agreement, is desirable and in the best interests of the Fund and its
shareholders. Accordingly, after consideration of the above factors, and such
other facts and information as it deemed relevant, the Board voted to recommend
approval of the Proposed Advisory Agreement by the shareholders of the Fund.
Vote Required
The favorable vote of the holders of a "majority" (as defined in the
1940 Act) of the outstanding shares of the Fund is required for the approval of
the Proposed Advisory Agreement. Under the 1940 Act, the vote of the holders of
a "majority" of the outstanding shares of a Fund means the vote of the holders
of the lesser of (a) 67% or more of its shares present at the special meeting or
represented by proxy if the holders of 50% or more of its shares are so present
or represented; or (b) more than 50% of its outstanding shares. Abstentions and
broker non-votes will not be counted for or against the proposal but will be
counted as votes present for purposes of determining whether or not more than
50% of the outstanding shares are present or represented at the special meeting.
The failure to vote (whether by broker non-vote, abstention or otherwise),
assuming more than 50% of the outstanding shares of the Fund are present, has no
effect if (a) above is applicable and has the same effect as a vote against the
proposal if (b) above is applicable. If the Proposed Advisory Agreement is not
approved at the special meeting, the Current Advisory Agreement will continue
until its scheduled termination date.
8
<PAGE>
INVESTMENT ADVISER AND ADMINISTRATOR
The Fund's investment adviser is Thurlow Capital Management, Inc.,
P.O. Box 50427, Palo Alto, California 94343-0427. The Fund currently has no
administrator. From August 8, 1997 through March 31, 1999, the administrator was
Firstar Mutual Fund Services, LLC, 615 East Michigan Street, Milwaukee,
Wisconsin 53202. Some of the services formerly provided by the administrator
will be provided by Mutual Shareholder Services, Inc., referred to as "MSS,"
1301 East Ninth Street, Suite 1005, Cleveland, Ohio 44114, pursuant to an
Accounting Services Agreement. The remaining services formerly provided by the
administrator will be provided by the Adviser. The Fund has no principal
underwriter.
RECEIPT OF SHAREHOLDER PROPOSALS
Under the proxy rules of the Securities and Exchange Commission,
shareholder proposals meeting tests contained in those rules may, under certain
conditions, be included in our proxy materials for a particular meeting of
shareholders. One of these conditions relates to the timely receipt by us of any
such proposal. Since we do not have regular annual meetings of shareholders,
under these rules, proposals submitted for inclusion in the proxy materials for
a particular meeting must be received by us a reasonable time before the
solicitation of proxies for the meeting is made. The fact that we receive a
shareholder proposal in a timely manner does not insure its inclusion in our
proxy materials since there are other requirements in the proxy rules relating
to such inclusion.
OTHER MATTERS
The Board knows of no other matters that may come before the special
meeting. If any other matters properly come before the special meeting, it is
the intention of the persons acting pursuant to the enclosed form of proxy to
vote the shares represented by said proxies in accordance with their best
judgment with respect to such matters.
SOLICITATION
We will bear the cost of soliciting proxies. We expect to solicit
proxies mainly by mail. Some of our employees may also solicit proxies
personally and by telephone. We do not anticipate that we will retain anyone to
solicit proxies or that we will pay compensation to anyone for that purpose. We
will, however, reimburse brokers and other nominees for their reasonable
expenses in communicating with the persons for whom they hold shares of the
Fund.
If you would like to receive a copy of our fiscal 1999 annual report
(without exhibits), please write to Martina Hearn, at 1256 Forest Avenue, Palo
Alto, California 94301 or call 1-888-848-7569, and we will provide you with a
copy free of charge.
THE THURLOW FUNDS, INC.
/s/ Martina Hearn
Martina Hearn
Vice President and Secretary
Palo Alto, California
February 10, 2000
9
<PAGE>
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
The Thurlow Funds, Inc.
March 17, 2000
The undersigned constitutes and appoints Thomas F. Thurlow and Martina
Hearn, and each of them singly, with power of substitution, attorneys and
proxies for and in the name and place of the undersigned to appear and vote with
the same effect as the undersigned at the special meeting of shareholders of The
Thurlow Funds, Inc., the "Fund," to be held at the Renaissance Stanford Court
Hotel, 905 California Street, San Francisco, California 94108, on Friday, March
17, 2000 at 3:00 p.m. (Pacific Standard Time) and at any adjournments or
postponements thereof, all shares of stock of the Fund which the undersigned is
entitled to vote as follows:
(1) To elect seven directors to the Board of Directors.
For all nominees listed below (except as marked to the contrary) |_|
Withhold authority to vote for nominees listed below |_|
(Instruction: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)
Christine Owens Martina Hearn
Natasha L. McRee Robert C. McRee
Stephanie E. Rosendahl Tamara Thurlow Field
Thomas F. Thurlow
(2) To approve the proposed Investment Advisory Agreement.
For |_| Against |_| Abstain |_|
This proxy will be voted as specified.
If no specification is made, this proxy
will be voted for each proposal.
The signature on this proxy should
correspond exactly with the name of the
shareholder as it appears on the proxy.
If stock is issued in the name of two or
more persons, each should sign the
proxy. If a proxy is signed by an
administrator, trustee, guardian,
attorney or other fiduciary, please
indicate full title as such.
Dated ______________________, 2000
Signed ___________________________
Signed ___________________________
This proxy is solicited on behalf of
the Board of Directors of
The Thurlow Funds, Inc.
|_| Please check here if you will be attending the meeting.
