------------------------------
OMB APPROVAL
------------------------------
OMB Number: 3235-0059
------------------------------
Expires: December 31, 2002
------------------------------
Estimated Average Burden hours
per response...13.12
------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant |X| Filed by a Party other than the Registrant |_|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMERICAN EAGLE 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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
<PAGE>
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
5) Total fee paid:
--------------------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
--------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
3) Filing Party:
--------------------------------------------------------------------------------
4) Date Filed:
--------------------------------------------------------------------------------
<PAGE>
AMERICAN EAGLE FUNDS, INC.
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
Dear Shareholder:
You are cordially invited to attend a Special Joint Meeting of
Shareholders (the "Meeting") of American Eagle Capital Appreciation Fund and
American Eagle Twenty Fund (the "Funds") in order to vote on several important
proposals. Each Fund is a series of American Eagle Funds, Inc. The Meeting will
be held at the offices of Faegre & Benson LLP (the Funds' legal counsel), 90
South Seventh Street, Wells Fargo Center, 23rd Floor, Minneapolis, Minnesota
55402 on [Day], [Month][date], 2000, at [time] (Central Time).
Enclosed you will find a detailed Proxy Statement and a proxy card for
you to register your vote and mail back to us. You will also find a summary of
the proposals in a "Question and Answer" format that will provide answers to
many of your anticipated questions. After you have read the enclosed materials,
please fill out your proxy card, sign it and send it back to us. While we would
welcome your attendance at the Meeting, whether or not you expect to attend the
Meeting, please sign and return the enclosed proxy card in the enclosed
postage-paid envelope.
YOUR PROMPT VOTE MAKES A BIG DIFFERENCE
It is very important that you vote as soon as possible since many of
these proposals require that a majority of the shareholders participate in the
voting process. If the required number of shareholders DO NOT participate,
additional mailings and shareholder solicitation will need to take place at the
expense of the Fund. Your prompt vote will help save time and money.
THE BOARD OF DIRECTORS RECOMMENDS A "YES" VOTE FOR EACH PROPOSAL
All of the proposals have been thoroughly reviewed by the Funds' Board
of Directors, whose role is to protect your interest as a shareholder. The
Funds' Board of Directors believes that the proposals are in the best interest
of the applicable Fund and its shareholders and unanimously recommends that you
vote FOR each proposal.
Thank you for taking the time to cast this very important vote.
Sincerely,
Marcus E. Jundt
President
<PAGE>
HERE IS A BRIEF OVERVIEW OF THE PROPOSALS THAT ARE BEING RECOMMENDED FOR YOUR
FUND. PLEASE READ THE FULL TEXT OF THE PROXY STATEMENT BEFORE DECIDING HOW TO
VOTE ON THESE PROPOSALS.
WHAT PROPOSALS AM I BEING ASKED TO VOTE ON?
Shareholders are being asked to vote on proposals to:
* Set the number of directors at seven and to elect each member of the
Board of Directors.
* Approve the modification of certain investment restrictions of the
Funds.
* Approve a new Investment Advisory Agreement between each Fund and
Jundt Associates, Inc.
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
After careful consideration, the Board recommends that you vote FOR
each proposal.
WHAT DO BOARD MEMBERS DO?
Board members represent the interests of shareholders and oversee the
management of the Funds.
WHY IS THE BOARD RECOMMENDING CHANGES TO SOME OF THE FUNDS' INVESTMENT
RESTRICTIONS?
Each Fund has a number of investment restrictions that are
"fundamental," which means that they may be changed only with the
approval of shareholders. Because some of the Funds' fundamental
investment restrictions, in the opinion of Jundt Associates, are
unnecessarily restrictive in light of modern investment practices, the
Board is recommending that certain of the Funds' investment
restrictions be modified.
WHY IS A SHAREHOLDER VOTE REQUIRED TO APPROVE NEW INVESTMENT ADVISORY AGREEMENTS
WITH JUNDT ASSOCIATES, INC?
The Investment Company Act of 1940 generally requires that shareholders
approve a new investment advisory agreement whenever there is a change
in control of the investment adviser. Marcus E. Jundt, the president of
each Fund, has announced that he will acquire a controlling interest in
Jundt Associates, Inc, the investment adviser to each Fund. The
proposed acquisition will result in a change in control of Jundt
Associates, Inc. which, therefore, requires a shareholder vote on a new
investment advisory agreement for each Fund. The Board is recommending
that shareholders of each Fund approve the new Investment Advisory
Agreement with Jundt Associates, Inc.
HOW WILL THE NEW INVESTMENT ADVISORY AGREEMENT WITH JUNDT ASSOCIATES, INC.
AFFECT THE MANAGEMENT OF MY FUND INVESTMENTS?
Under the terms of the proposed Investment Advisory Agreements, the
investment management fees paid by your Fund will remain the same. In
addition, the portfolio managers for each Fund will remain the same.
Information about Marcus E. Jundt and the new Investment Advisory
Agreements can be found in the proxy statement.
<PAGE>
AMERICAN EAGLE FUNDS, INC.
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS
TO BE HELD ON _______, 2000
American Eagle Capital Appreciation Fund and American Eagle Twenty Fund
(the "Funds"), each a series of American Eagle Funds, Inc., will hold a Special
Joint Meeting of Shareholders (the "Meeting") at the offices of offices of
Faegre & Benson LLP (the Funds' legal counsel), 90 South Seventh Street, Wells
Fargo Center, 23rd Floor, Minneapolis, Minnesota 55402 on [Day], [Month][date],
2000, at [time] (Central Time), for the following purposes:
1. To set the number of directors at seven and to elect each
member of the Board of Directors.
2. To approve the modification of certain investment restrictions
of the Funds.
3. To approve a new Investment Advisory Agreement between each
Fund and Jundt Associates, Inc.
4. To transact any other business properly brought before the
Meeting.
The Funds' Board of Directors unanimously recommends approval of each
item listed on this Notice of Special Joint Meeting of Shareholders.
Only shareholders of record as of the close of business on July 31,
2000 may vote at the Meeting or any adjournment(s) of the Meeting.
James E. Nicholson
Secretary
Dated: _________
<PAGE>
AMERICAN EAGLE FUNDS, INC.
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
PROXY STATEMENT
SPECIAL JOINT MEETING OF SHAREHOLDERS
[DATE]
The Board of Directors of American Eagle Funds, Inc. (the "Company"),
is soliciting the enclosed proxy in connection with a special joint meeting of
shareholders (the "Meeting") to be held _________, and any adjournment of the
Meeting.
The Company offers its shares in two different series, American Eagle
Capital Appreciation Fund and American Eagle Twenty Fund (each a "Fund"). Each
Fund's investment advisor is Jundt Associates, Inc. ("Jundt Associates"). U.S.
Growth Investments, Inc. ("U.S. Growth Investments") is the Funds' principal
underwriter. Both Jundt Associates and U.S. Growth Investments are located at
1550 Utica Avenue South, Suite 950, Minneapolis, Minnesota 55416.
The Company will pay all costs of solicitation, including the cost of
preparing and mailing the Notice of Joint Special Shareholders' Meeting and this
Proxy Statement. Representatives of Jundt Associates, without cost to the
Company, may solicit proxies by means of mail, telephone, or personal calls.
Jundt Associates may also arrange for an outside firm, ____________________, to
solicit shareholder votes by telephone on behalf of the Company. This procedure
is expected to cost approximately $_____, which will be allocated among the
Funds on the basis of their net assets.
In order for the Meeting to go forward, there must be a quorum. This
means that at least 10% of the Company's shares must be represented at the
Meeting--either in person or by proxy. For purposes of determining the presence
of a quorum and counting votes on the matters presented, shares represented by
abstentions and "broker non-votes" will be counted as present, but not as votes
cast, at the Meeting. Under the Company's Articles of Incorporation, the
election of directors will be determined on the basis of a percentage of votes
cast at the Special Joint Meeting of Shareholders. (Broker non-votes are shares
for which (a) the underlying owner has not voted and (b) the broker holding the
shares does not have discretionary authority to vote on the particular matter.)
If a quorum is not obtained or if sufficient votes to approve any of the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. In
determining whether to adjourn the Meeting, the following factors may be
considered: the nature of the proposal; the percentage of votes actually cast;
the percentage of negative votes actually cast; the nature of any further
solicitation; and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will require a vote in favor
of the adjournment by the holders of a majority of the shares present in person
or by proxy at the Meeting (or any adjournment of the Meeting).
You may revoke your proxy at any time up until voting results are
announced at the Meeting. You can do this by writing to the Fund, or by voting
in person at the Meeting and notifying the election judge that you are revoking
your proxy. In addition, you can revoke a prior proxy simply by voting
again--using your original proxy card. If you return an executed proxy card
without instructions, your shares will be voted "for" each proposal.
<PAGE>
Only shareholders of record on July 31, 2000 may vote at the Meeting or
any adjournment of the Meeting. On that date the Funds had the following numbers
of shares of common stock issued and outstanding:
FUND SHARES
---- ------
American Eagle Funds, Inc.
American Eagle Capital Appreciation Fund....................... _________
American Eagle Twenty Fund..................................... _________
Each shareholder is entitled to one vote for each share owned on the
record date. None of the matters to be presented at the Meeting will entitle any
shareholder to cumulative voting or appraisal rights.
At this point, we know of no other business to be brought before the
Meeting. However, if any other matters do come up, the persons named as proxies
will vote upon these matters according to their best judgment.
THE FUNDS' MOST RECENT ANNUAL AND SEMIANNUAL REPORTS ARE AVAILABLE AT
NO COST. TO REQUEST A REPORT, PLEASE CONTACT THE FUND AT 615 EAST MICHIGAN
STREET, 3RD FLOOR, MILWAUKEE, WISCONSIN 53201-5207 OR CALL 1-800-370-0612.
Please be sure to read the entire proxy statement before casting your
vote. If you need help voting your proxy, you may call 1-800-370-0612 or your
registered representative.
This proxy statement and proxy cards were first mailed to shareholders
on or about ___________, 2000.
<PAGE>
SUMMARY OF PROPOSALS
The Board of Directors of the Funds is asking for your vote on the
following proposals. Each proposal is described in detail below.
PROPOSAL
--------
1. To set the number of directors at seven and to elect each member of the
Board of Directors
2. To approve the modification of the following investment restrictions:
A. Modify investment restrictions regarding borrowing and the
issuance of senior securities
B. Modify investment restrictions regarding concentration in a
particular industry
C. Modify investment restrictions regarding investments in real
estate
D. Modify investment restrictions regarding investments in
commodities
E. Modify investment restrictions regarding lending
3. To approve a new Investment Advisory Agreement between each Fund and
Jundt Associates, Inc.
4. To transact such other business as may properly come before the Meeting
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
At the Meeting you will be asked to elect the nominees listed below to
the Company's Board of Directors, and to thereby set the number of Directors at
seven (based on the authority of the Board of Directors to increase or decrease
the number of directors).
Each director will serve until the next meeting of the shareholders or
until his successor is elected. Information regarding each nominee's principal
occupation and business experience is set forth below.
The Company's Board of Directors has an audit committee and nominating
committee. The members of the audit committee are John E. Clute, Demetre M.
Nicoloff and Darrell R. Wells, and the members of the nominating committee are
John E. Clute, Floyd Hall, Demetre M. Nicoloff, Darrell R. Wells and Clark W.
Jernigan.
The audit committee's purpose is to oversee the Funds' accounting and
financial reporting policies and practices and matters relating to internal
control, to oversee the quality and objectivity of the Funds' financial
statements and the independent audits of those statements and to be a liaison
between the independent auditors of the Fund and the full Board of Directors.
The nominating committee will act to present names for consideration for
election of Board members in the event of a vacancy or expansion of the Board of
Directors. This committee will consider nominees recommended to it for
consideration by shareholders of the Company.
PRINCIPAL OCCUPATION DURING
NAME AND ADDRESS PAST 5 YEARS AND OTHER AFFILIATIONS
---------------- -----------------------------------
James R. Jundt (1)(2) Chairman of the Board, Chief Executive
Age: 58 Officer, Secretary and portfolio manager of
1550 Utica Avenue South the Investment Adviser since its inception
Suite 950 in 1982. Chairman of the Board and a
Minneapolis, MN 55416 portfolio manager of The Jundt Growth Fund,
Inc. since 1991, Jundt Funds, Inc. since
1995 and, since 1999, American Eagle Funds,
Inc. President of The Jundt Growth Fund,
Inc. from 1991 to 1999 and Jundt Funds, Inc.
from 1995 to 1999. Chairman of the Board of
the Distributor since 1995. Also a trustee
of Gonzaga University.
John E. Clute Dean and Professor of Law, Gonzaga
Age: 65 University School of Law, since 1991;
1221 West Riverside previously Senior Vice President Human
Avenue Resources and General Counsel, Boise Cascade
Spokane, WA 99201 Corporation (forest products). Director of
The JundtGrowth Fund, Inc. since 1991, Jundt
Funds, Inc. since 1995 and, since 1999,
American Eagle Funds, Inc. Also a director
of Hecla Mining Company (mining) and two
private companies.
Floyd Hall Chairman, President and Chief Executive
Age: 61 Officer of K-Mart Corporation from 1995 to
190 Upper Mtn Ave. 2000. Chairman from 1989 to 1998 and Chief
Montclair, NJ 07042 Executive Officer from 1989 to 1995 of The
Museum Company and Alva Replicas. Chairman
and Chief Executive Officer from 1984 to
1989 of The Grand Union Company. Chairman
and Chief Executive Officer from 1981 to
1984 of Target Stores. President and Chief
Executive Officer from 1974 to 1981 of B.
Dalton Bookseller. Director of The Jundt
Growth Fund, Inc. since 1991, Jundt Funds,
Inc. since 1995 and, since 1999, American
Eagle Funds, Inc.
<PAGE>
Demetre M. Nicoloff Cardiac and thoracic surgeon, Cardiac
Age: 66 Surgical Associates, P.A., Minneapolis,
1492 Hunter Drive Minnesota. Director of The Jundt Growth
Wayzata, MN 55391 Fund, Inc. since 1991, Jundt Funds, Inc.
since 1995 and, since 1999, American Eagle
Funds, Inc. Also a director of Optical
Sensors Incorporated (patient monitoring
equipment); Micromedics, Inc. (instrument
trays, ENT specialty products and fibrin
glue applicators); Applied Biometrics, Inc.
(cardiac output measuring devices); and
Urometrics, Inc. (ultrasound imaging
equipment).
Darrell R. Wells Managing Director, Security Management
Age: 57 Company (asset management firm) in
Suite 310 Louisville, Kentucky. Director of The Jundt
4350 Brownsboro Road, Growth Fund, Inc. since 1991, Jundt Funds,
Louisville, KY 40207 Inc. since 1995 and, since 1999, American
Eagle Funds, Inc. Also a director of
Churchill Downs Inc. (race track operator)
and Citizens Financial Inc. (insurance
holding company), as well as several private
companies.
Clark W. Jernigan Engineering Director, Cirrus Logic, Inc.,
Age: 39 Communications Products Division, Austin,
1201 Verdant Way Texas since 1997; Research Associate
Austin, TX 78746 Analyst, Alex. Brown & Sons Incorporated,
New York, New York from 1996 to 1997;
Product Development Engineering Manager,
Advanced Micro Devices, Inc., Embedded
Processor Division, Austin, Texas from June
1991 to 1996; Director of The Jundt Growth
Fund, Inc., Jundt Funds, Inc. and, since
1999, American Eagle Funds, Inc.
Marcus E. Jundt Vice Chairman of the Investment Adviser
Age: 35 since 1992. Research Analyst, Victoria
Suite 950 Investors, New York, New York from 1988 to
1550 Utica Avenue South 1992. Employed by Cargill Investor Services,
Minneapolis, MN 55416 Inc. from 1987 to 1988. President of Jundt
Funds, Inc., The Jundt Growth Fund, Inc.
and, since 1999, American Eagle Funds, Inc.
Portfolio Manager of Jundt Funds, Inc. since
1995 and The Jundt Growth Fund since 1992.
President of U.S. Growth Investments, Inc.
since 1997. Also a director of a private
company.
------------------
(1) Director who is an "interested person" of each fund, as defined in the
Investment Company Act.
<PAGE>
(2) "Controlling person" of the Investment Adviser, as defined in the Investment
Company Act. Mr. Jundt beneficially owns 95% of the stock of the Investment
Adviser. Mr. Jundt also owns 100% of the stock of the Distributor and is,
therefore, a controlling person of the Distributor as well.
Each of American Eagle Funds, Inc., Jundt Growth Fund, Inc., and Jundt
Funds, Inc. has agreed to pay its pro rata share (based on the relative net
assets of each fund company) of the fees payable to each director who is not an
"interested person" of any fund company managed by the Investment Adviser. In
the aggregate, American Eagle Funds, Inc., the Jundt Growth Fund, Inc. and Jundt
Funds, Inc. have agreed to pay each such director a fee of $15,000 per year plus
$1,500 for each meeting attended and to reimburse each such director for the
expenses of attendance at such meetings. No compensation is paid to officers or
directors who are "interested persons" of American Eagle Funds, Inc., Jundt
Growth Fund, Inc. or Jundt Funds, Inc.
Director fees and expenses aggregated $81,129 for the fiscal year ended
December 31, 1999. The following table sets forth for such period the aggregate
compensation (excluding expense reimbursements) paid by the Fund Complex to the
directors during the year ended December 31, 1999:
COMPENSATION TABLE
<TABLE>
<CAPTION>
TOTAL COMPENSATION
AGGREGATE PENSION OR RETIREMENT ESTIMATED FROM FUND AND FUND
COMPENSATION BENEFITS ACCRUED AS ANNUAL BENEFITS COMPLEX PAID TO
NAME OF PERSON, POSITION FROM FUND* PART OF FUND EXPENSES UPON RETIREMENT DIRECTORS*
------------------------ ---------- --------------------- --------------- ----------
<S> <C> <C> <C> <C>
James R. Jundt, Chairman of
the Board .......................... $ 0 $0 $0 $ 0
John E. Clute, Director ............. $18,200 $0 $0 $18,200
Floyd Hall, Director ................ $18,200 $0 $0 $18,200
Demetre M. Nicoloff, Director ....... $18,200 $0 $0 $18,200
Darrell R. Wells, Director .......... $18,200 $0 $0 $18,200
Clark W. Jernigan, Director ......... $ 0 $0 $0 $ 0
</TABLE>
------------------
*Total Compensation paid to directors is for services on the board of American
Eagle Funds, Inc. The Jundt Growth Fund, Inc., and Jundt Funds, Inc.
VOTE REQUIRED
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF THE COMPANY
VOTE TO SET THE NUMBER OF DIRECTORS AT SEVEN AND VOTE IN FAVOR OF THE NOMINEES
TO SERVE AS DIRECTORS OF THE COMPANY. The vote of a majority of the shares of
the Company represented at the Meeting, provided at least a quorum is
represented in person or by proxy, is sufficient for the election of the above
nominees. The proxies will vote for the above seven nominees. All of the
nominees listed above have consented to serve as Directors if elected. In the
event any of the above nominees are not candidates for election at the Meeting,
the proxies may vote for such other persons as Jundt Associates may designate.
Nothing currently indicates such situation will arise.
<PAGE>
PROPOSAL TWO
THE MODIFICATION OF CERTAIN
FUNDAMENTAL INVESTMENT RESTRICTIONS
Each Fund has a number of investment restrictions that are
"fundamental," which means that they may be changed only with the approval of
shareholders. Because certain fundamental investment restrictions, in the
opinion of Jundt Associates, are unnecessarily restrictive, Jundt Associates
proposed that certain of the Funds' investment restrictions be modified. The
Board of Directors has adopted these proposals, subject to shareholder approval.
The Investment Company Act of 1940 (the "Investment Company Act")
requires that only certain activities of investment companies be governed by
fundamental investment restrictions. The Board of Directors has recommended that
shareholders approve proposed revisions to the fundamental investment
restrictions of the Funds governing these activities. Each proposed revision is,
in general, intended to provide the Board with the maximum flexibility permitted
under the Investment Company Act, and to provide uniformity among the Funds'
investment restrictions.
A. MODIFY INVESTMENT RESTRICTIONS REGARDING BORROWING AND THE ISSUANCE OF SENIOR
SECURITIES
The Investment Company Act requires that each Fund have a fundamental
investment restriction governing its ability to borrow money and issue senior
securities. The Funds' current investment restrictions regarding borrowing and
the issuance of senior securities are set forth below.
The Fund may not borrow money, except from banks for temporary or
emergency purposes or as required in connection with otherwise
permissible leverage activities (as described elsewhere in the Funds'
Prospectus and in this Statement of Additional Information) and then
only in an amount not in excess of one-third of the value of the Fund's
total assets.
IT IS PROPOSED THAT EACH FUND REPLACE ITS CURRENT INVESTMENT
RESTRICTION OR INVESTMENT RESTRICTIONS REGARDING BORROWING AND THE ISSUANCE OF
SENIOR SECURITIES WITH THE FOLLOWING INVESTMENT RESTRICTION:
THE FUND MAY NOT BORROW MONEY OR ISSUE SENIOR SECURITIES IN EXCESS OF
LIMITATIONS IMPOSED BY THE INVESTMENT COMPANY ACT OF 1940.
The Board believes that the Funds' current investment restriction
regarding borrowing is unnecessarily restrictive and could be disadvantageous to
shareholders. The addition of borrowing power will provide the Funds with
greater flexibility to respond to sudden needs for cash that may arise and that
cannot be anticipated. Ordinarily, a Fund would expect to be able to meet needs
for cash to facilitate redemptions by using current cash flow arising from new
investments, investment income, and liquidations of securities in the ordinary
course of business. However, there may be instances when these sources of cash
flow are not sufficient to meet current cash needs, in which case the ability to
borrow money may be advantageous to the Funds.
The proposed investment restriction would permit each Fund to engage in
borrowing in a manner and to the full extent permitted by applicable law. The
Investment Company Act requires borrowings to have 300% asset coverage, which
means, in effect, that each Fund would be permitted to borrow up to an amount
equal to one-third of the value of its total assets under the proposed borrowing
investment restriction. This asset coverage requirement applies at all times,
and not just at the time of borrowing.
<PAGE>
All borrowing involves risks. Interest paid by a Fund on borrowed funds
would decrease the net earnings of the Fund. In addition, if a Fund were to
incur debt to purchase additional securities, a practice known as "leveraging,"
the Fund would incur a loss unless the income or gain on such investment
exceeded the interest payable with respect to the borrowing. Borrowing for
leverage would increase a Fund's volatility and the risk of loss in a declining
market.
The proposed investment restriction also prohibits each Fund from
issuing senior securities. Senior securities include any obligation of a fund
that takes priority over the claims of the fund's shareholders. The Investment
Company Act prohibits open-end funds from issuing most types of senior
securities, but permits funds, if specified conditions are met, to enter into
certain transactions that might be considered to involve the issuance of senior
securities. For example, a fund may enter into a transaction that obligates it
to pay money at a future date, such as purchasing securities on a when-issued
basis, if cash or liquid securities are set aside to cover the obligation. These
types of transactions would be permitted under the proposed investment
restriction, provided that a Fund sets aside cash or liquid securities to cover
its obligations. The purpose of the proposed change is to clarify the Funds'
investment restrictions prohibiting each Fund from issuing senior securities.
B. MODIFY THE INVESTMENT RESTRICTION REGARDING CONCENTRATION IN A PARTICULAR
INDUSTRY
The Investment Company Act requires that each Fund have a fundamental
investment restriction governing its ability to concentrate investments in a
particular industry or group of industries. The Funds' current investment
restrictions regarding industry concentration are set forth below.
The Fund may not 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); however, each Fund may invest more than 25% of
its assets in one or more market sectors which may be made up of
companies in a number of related industries.
IT IS PROPOSED THAT THE FUNDS REPLACE THEIR CURRENT INVESTMENT
RESTRICTIONS REGARDING CONCENTRATION WITH THE FOLLOWING INVESTMENT RESTRICTIONS:
THE FUND MAY NOT CONCENTRATE ITS INVESTMENTS IN A PARTICULAR INDUSTRY,
AS DETERMINED IN ACCORDANCE WITH THE INVESTMENT COMPANY ACT. SECURITIES
ISSUED OR GUARANTEED BY THE U.S. GOVERNMENT OR ITS AGENCIES OR
INSTRUMENTALITIES SHALL NOT BE CONSIDERED TO REPRESENT AN "INDUSTRY"
WITHIN THE MEANING OF THIS LIMITATION. HOWEVER, A FUND MAY CONCENTRATE
ITS INVESTMENTS IN ONE OR MORE MARKET SECTORS WHICH MAY BE MADE UP OF
COMPANIES IN A NUMBER OF RELATED INDUSTRIES.
The Investment Company Act requires that a Fund state its position
regarding concentration in an industry. While the Investment Company Act does
not define what constitutes "concentration," the staff of the Securities and
Exchange Commission (the "Commission") takes the position that investment of 25%
or more of a Fund's assets in an industry constitutes concentration. If a Fund
concentrates in an industry, it must at all times have 25% or more of its assets
invested in that industry, and if its policy is not to concentrate, it must
invest less than 25% of its assets in the applicable industry, unless, in either
case, the Fund discloses the specific conditions under which it will change from
concentrating to not concentrating or vice versa.
As set forth above, each Fund has a policy not to concentrate its
investments in a particular industry, except for U.S. Government securities and
agencies or instrumentalities. A Fund is permitted to adopt reasonable
definitions of what constitutes an industry, or it may use standard
classifications recognized by the Commission, or
<PAGE>
some combination thereof. Because a Fund may create its own reasonable industry
classifications, Jundt Associates believes that it is not necessary to include
such matters in the fundamental investment restrictions of the Funds.
The proposed investment restrictions do not materially change the
Funds' current investment restrictions. However, rather than defining
concentration, as the current investment restrictions do, the proposed
investment restrictions state that whether a Fund is concentrating in an
industry shall be determined in accordance with the Investment Company Act as it
is interpreted from time to time. This will provide the Fund with more
flexibility should the staff of the Commission reinterpret the term
"concentrate."
C. MODIFY THE INVESTMENT RESTRICTION REGARDING INVESTMENTS IN REAL ESTATE
The Investment Company Act requires that each Fund have fundamental
investment restrictions governing its ability to invest in real estate. The
Funds' current investment restriction regarding real estate is set forth below.
The Fund may not 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 interest therein.
IT IS PROPOSED THAT EACH FUND REPLACE ITS CURRENT INVESTMENT
RESTRICTION REGARDING INVESTMENTS IN REAL ESTATE WITH THE FOLLOWING INVESTMENT
RESTRICTION:
THE FUND MAY NOT ACQUIRE OR SELL REAL ESTATE UNLESS ACQUIRED AS A
RESULT OF OWNERSHIP OF SECURITIES OR ANOTHER PERMISSIBLE INSTRUMENT.
THIS LIMITATION SHALL NOT PROHIBIT THE FUND FROM ACQUIRING OR SELLING
INVESTMENTS THAT MAY BE BACKED OR SECURED BY REAL ESTATE OR INTERESTS
IN REAL ESTATE OR INVESTMENTS IN COMPANIES THAT DEAL IN OR OWN REAL
ESTATE OR INTERESTS IN REAL ESTATE.
Both the current and proposed investment restrictions prohibit direct
investments in real estate. The proposed investment restriction clarifies,
however, that investments in securities backed by real estate or issued by
companies that deal in real estate are not prohibited. To the extent that a Fund
buys securities and instruments of companies in the real estate business, the
Fund's performance will be affected by the condition of the real estate market.
This industry is sensitive to factors such as changes in real estate values and
property taxes, overbuilding, variations in rental income, and interest rates.
Performance could also be affected by the structure, cash flow, and management
skill of real estate companies.
D. MODIFY THE INVESTMENT RESTRICTION REGARDING INVESTMENTS IN COMMODITIES
The Investment Company Act requires that each Fund have fundamental
investment restrictions governing its ability to invest in commodities. The
Funds' current investment restriction regarding commodity investments is set
forth below.
The Fund may not purchase or sell commodities or commodity contracts,
except as required in connection with otherwise permissible options,
futures contracts and commodity activities (as described elsewhere in
the Funds' Prospectus and in this Statement of Additional Information).
IT IS PROPOSED THAT EACH FUND REPLACE ITS CURRENT INVESTMENT
RESTRICTION REGARDING INVESTMENTS IN COMMODITIES WITH THE FOLLOWING INVESTMENT
RESTRICTION:
<PAGE>
THE FUND MAY NOT ACQUIRE OR SELL COMMODITIES OR CONTRACTS RELATING TO
PHYSICAL COMMODITIES CONTRACTS UNLESS ACQUIRED AS A RESULT OF THE
FUND'S OWNERSHIP OF ANOTHER PERMISSIBLE INSTRUMENT. THIS LIMITATION
SHALL NOT PROHIBIT THE FUND FROM ACQUIRING OR SELLING INVESTMENTS THAT
MAY BE BACKED OR SECURED BY PHYSICAL COMMODITIES OR INVESTMENTS IN
COMPANIES THAT DEAL IN OR OWN PHYSICAL COMMODITIES.
The Investment Company Act requires a mutual fund to state as a
fundamental investment restriction the extent to which it may engage in the
purchase and sale of commodities. At the time the Investment Company Act was
enacted, the term "commodities" was understood to refer principally to physical
commodities such as agricultural products, precious and base metals, oil and
gas, and the like. In recent years, however, a variety of new financial
contracts and instruments, such as interest rate, currency and stock index
futures contracts, have been created which may be considered to be "commodities"
for regulatory purposes. The purpose of the proposed change is to clarify that
the Funds are not permitted to invest in physical commodities or contracts
relating to physical commodities.
Futures contracts are standardized, exchange-traded contracts that
require delivery of the underlying financial instrument (such as a bond,
currency or stock index) at a specified price, on a specified future date. The
buyer of the futures contract agrees to buy the underlying financial instruments
from the seller at a fixed purchase price upon the expiration of the contract.
The seller of the futures contract agrees to sell the underlying financial
instrument to the buyer at expiration at the fixed sales price. In most cases,
delivery never takes place. Instead, both the buyer and the seller, acting
independently of each other, usually liquidate their long and short positions
before the contract expires; the buyer sells futures and the seller buys
futures.
Futures may be used for hedging (i.e., to protect against adverse
future price movements in portfolio securities, or in securities a fund intends
to purchase). For example, a portfolio manager who thinks that the stock market
might decline could sell stock index futures to safeguard a fund's portfolio. If
the market declines as anticipated, the value of stocks in the portfolio would
decrease, but the value of the futures contracts would increase. Futures
contracts may also be used to speculate on the market. For example, a portfolio
manager might buy stock index futures on the expectation that the value of the
particular index will rise, even though the stocks comprising the index are
unrelated to stocks held in the portfolio or that the portfolio manager intends
to purchase. Using futures for speculation, however, involves significant risk
since futures contracts are highly leveraged instruments. When a portfolio
manager enters into a futures contract, the manager needs to put up only a small
fraction of the value of the underlying contract as collateral, yet gains or
losses will be based on the full value of the contract. In order to avoid the
need to register with the Commodity Futures Trading Commission ("CFTC") as a
"commodity pool operator," each Fund will use futures contracts and options on
futures contracts only (a) for "bona fide hedging purposes" (as defined in CFTC
regulations) or (b) for other purposes so long as the aggregate initial margins
and premiums required in connection with non-hedging positions do not exceed 5%
of the liquidation value of the Fund's portfolio.
The use of futures contracts, options on futures contracts and similar
instruments would expose a Fund to additional investment risks and transaction
costs. Risks include: the risk that interest rates, securities prices or
currency markets will not move in the direction that the investment adviser
anticipates; an imperfect correlation between the price of the instrument and
movements in the prices of any securities or currencies being hedged; the
possible absence of a liquid secondary market for any particular instrument and
possible exchange-imposed price fluctuation limits; leverage risk, which is the
risk that adverse price movements in an instrument can result in a loss
substantially greater than the Fund's initial investment in that instrument; and
the risk that the counterparty to an instrument will fail to perform its
obligations.
E. MODIFY THE INVESTMENT RESTRICTION REGARDING LENDING
<PAGE>
The Investment Company Act requires each Fund to have a fundamental
investment restriction regarding lending. The Funds' current investment
restrictions regarding lending are set forth below.
The Fund may not make loans of its assets to other parties, including
loans of its securities (although it may, subject to the other
restrictions or policies stated in the Funds' Prospectus and in this
Statement of Additional Information, purchase debt securities or enter
into repurchase agreements with banks or other institutions to the
extent a repurchase agreement is deemed to be a loan), in excess of
one-third of it total assets.
IT IS PROPOSED THAT EACH FUND REPLACE ITS CURRENT INVESTMENT
RESTRICTION REGARDING LENDING WITH THE FOLLOWING INVESTMENT
RESTRICTION:
THE FUND MAY NOT MAKE LOANS IN EXCESS OF LIMITATIONS IMPOSED BY THE
INVESTMENT COMPANY ACT.
As noted above, each Fund's current lending investment restriction
prohibits making loans to others, but contains exceptions to this prohibition.
For example, each Fund is permitted to enter into repurchase agreements and
purchase of debt securities. Unlike the current investment restrictions, the
proposed investment restriction does not specify the particular types of lending
in which each Fund is permitted to engage. Instead, the proposed investment
restriction permits each Fund to lend in a manner and to the extent permitted by
applicable law. The proposed change would, therefore, permit each Fund, subject
to Board approval, to lend its securities to the full extent permitted by the
Investment Company Act.
In addition, under the proposed new fundamental investment restriction,
the Fund could rely on regulatory interpretations issued from time to time
concerning what types of transactions are not deemed to involve "lending" for
Investment Company Act purposes, and could engage in such other types of
"lending" as may be permitted under the Investment Company Act and applicable
interpretations from time to time. The proposed investment restriction, unlike
the current investment restrictions, thus would permit the Funds to take
advantage of new regulatory interpretations as they are issued, without seeking
shareholder approval.
VOTE REQUIRED
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND
VOTE TO APPROVE THE PROPOSED CHANGES TO THAT FUND'S INVESTMENT RESTRICTIONS. The
changes must be approved by a majority of the outstanding shares of the Fund, as
defined in the Investment Company Act, which means the lesser of the vote of (a)
67% of the shares of the Fund present at a meeting where more than 50% of the
outstanding shares are present in person or by proxy, or (b) more than 50% of
the outstanding shares of the Fund. Unless otherwise instructed, the proxies
will vote for the approval of the proposed investment restriction changes.
<PAGE>
PROPOSAL THREE
APPROVAL OF A NEW INVESTMENT
ADVISORY AGREEMENT BETWEEN EACH
FUND AND JUNDT ASSOCIATES, INC.
PROPOSAL TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN EACH FUND AND
JUNDT ASSOCIATES, INC.
At the Meeting, the shareholders of each Fund will be asked to approve
a new Investment Advisory Agreement (the "New Advisory Agreement") between the
Fund and Jundt Associates, which will replace the Fund's existing Investment
Advisory Agreement with Jundt Associates (the "Existing Advisory Agreement").
This action is necessitated by a proposed change in ownership of Jundt
Associates (as detailed below), which will cause each Fund's Existing Advisory
Agreement to terminate automatically. To provide for the ongoing management of
the Funds following such change in ownership (which will occur as soon as
practicable following the shareholders' approval of the New Advisory
Agreements), Fund shareholders are being asked to approve the New Advisory
Agreements, which will take effect immediately upon such change in ownership.
THE COMPANY'S BOARD OF DIRECTORS HAS APPROVED EACH FUND'S NEW ADVISORY
AGREEMENT AND, WITHOUT QUALIFICATION, RECOMMENDS THAT IT BE APPROVED BY THE
FUND'S SHAREHOLDERS.
Jundt Associates serves as the investment advisor to each Fund under
the Existing Advisory Agreements. James R. Jundt is the Chairman of the Board
and Chief Executive Officer of Jundt Associates and currently owns 95% of its
stock. A trust benefiting Mr. Jundt's children and grandchildren owns the
remaining 5% of the stock. As soon as practicable following the shareholders'
approval of the New Advisory Agreements, Marcus E. Jundt, currently the
President and a portfolio manager of each Fund and son of James R. Jundt, has
announced that he will acquire all of the Jundt Associates shares currently
owned by James R. Jundt. This change in ownership (a "change in control" of
Jundt Associates within the meaning of the Investment Company Act) will cause
each Existing Advisory Agreement to terminate automatically. This, in turn, will
necessitate adoption by each Fund of its New Advisory Agreement to enable Jundt
Associates to continue to serve as the Funds' investment adviser following such
change in ownership. Under the Investment Company Act, each Fund's New Advisory
Agreement must be approved by the Fund's shareholders.
Each Fund's Existing Advisory Agreement and New Advisory Agreement
provide for the same compensation to Jundt Associates and further provide that
the agreement may be terminated at any time, without the payment of any penalty,
by the Board of Directors of the Company or by the vote of a majority of the
outstanding shares of the Fund, or by Jundt Associates, upon 60 days' written
notice to the other party. Each Agreement also provides that for its automatic
termination in the event of its "assignment" (which includes any change in
control of Jundt Associates). The form of the New Advisory Agreement (marked to
indicate proposed revisions to the Existing Advisory Agreement) is attached to
this proxy statement as Appendix A.
The only technical change being proposed in the New Advisory Agreement
(in addition to its effective date) is to the provision that governs how the
Agreement may be amended in the future. Each Existing Advisory Agreement
provides that "No material amendment to this Agreement shall be effective until
approved by vote of the holders of a majority of the outstanding shares of the
Fund." Each proposed New Advisory Agreement will provide that "This Agreement
may be amended in the manner prescribed by the Investment Company Act of 1940,
as amended, or any successor statute." The Board of Directors believes that this
change could potentially provide the Funds with the flexibility to adopt future
amendments that, according to applicable law, do not warrant the protections and
expense of obtaining shareholder approval.
<PAGE>
In approving the New Advisory Agreements and recommending their
approval by Fund shareholders, the Company's Board of Directors considered all
relevant facts and circumstances, including but not limited to the following
factors:
* The terms of the New Advisory Agreements (including the fees payable
to Jundt Associates) are substantially identical to the Existing
Advisory Agreements.
* Marcus E. Jundt has been employed by Jundt Associates as its Vice
Chairman and as a portfolio manager since 1992. He has served as the
President of U.S. Growth Investments, each Fund's distributor, since
its inception and, since 1999, has served as each Fund's President.
Over the past three years, Marcus Jundt has been responsible for all
aspects of Jundt Associates' business lines and operations. In
short, approval of the New Advisory Agreements will not result in
any substantive changes in the manner in which Jundt Associates or
the Funds are managed or in the portfolio managers responsible for
managing the Funds.
VOTE REQUIRED
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND
VOTE TO APPROVE THE NEW INVESTMENT ADVISORY AGREEMENT WITH JUNDT ASSOCIATES,
INC. Each Fund's new Investment Advisory Agreement must be approved by a
majority of the outstanding shares of the Fund, as defined in the Investment
Company Act, which means the lesser of the vote of (a) 67% of the shares of the
Fund present at a meeting where more than 50% of the outstanding shares are
present in person or by proxy, or (b) more than 50% of the outstanding shares of
the Fund.
If the shareholders of any Fund fail to approve the New Advisory
Agreement, the Board of Directors will promptly consider alternative courses of
action and could request the shareholders of each such Fund to reconsider
approval of the New Advisory Agreement. Under the provisions of the Investment
Company Act and the terms of the Existing Advisory Agreement, the Existing
Advisory Agreement will terminate immediately upon the consummation of the
Assignment. If such a termination should occur before a new advisory agreement
has been approved by Fund shareholders, Jundt Associates will continue providing
advisory services to the Funds for compensation equal to the lesser of (a) the
amounts which would be payable to it under the Existing Advisory Agreement, or
(b) the actual out-of-pocket costs and expenses incurred by it in providing such
investment advisory services. In such event, Jundt Associates has agreed to
provide its services in accordance with those terms, pending shareholder
approval of the New Advisory Agreement.
<PAGE>
EXECUTIVE OFFICERS OF THE FUNDS
Information about each executive officer's position and term of office
with the Funds and business experience during the past five years is set forth
below. Unless otherwise indicated, all positions have been held more than five
years. No executive officer receives any compensation from the Funds.
BUSINESS EXPERIENCE
NAME AND (AGE) POSITION DURING PAST FIVE YEARS
-------------- -------- ----------------------
James R. Jundt (58) ....... Chairman Chairman of the Board, Chief Executive
Officer, Secretary and portfolio manager
of the Jundt Associates, Inc. since its
inception in 1982. Chairman of the Board
and a portfolio manager of The Jundt
Growth Fund, Inc. since 1991, Jundt
Funds, Inc. since 1995 and, since 1999,
American Eagle Funds, Inc. President of
The Jundt Growth Fund, Inc. from 1991 to
1999 and Jundt Funds, Inc. from 1995 to
1999. Chairman of the Board of the
Distributor since 1995. Also a trustee
of Gonzaga.
Marcus E. Jundt (35)....... President Vice Chairman of the Jundt Associates,
Inc. since 1992. Research Analyst,
Victoria Investors, New York, New York
from 1988 to 1992. Employed by Cargill
Investor Services, Inc. from 1987 to
1988. President of Jundt Funds, Inc.,
The Jundt Growth Fund, Inc. and,
American Eagle Funds, Inc. since 1999.
Portfolio Manager of Jundt Funds, Inc.
since 1995 and The Jundt Growth Fund
since 1992. President of U.S. Growth
Investments, Inc. since 1997. Also a
director of a private company.
Jon C. Essen (36).......... Treasurer Chief Financial Officer of the
Investment Adviser since 1998. Treasurer
of The Jundt Growth Fund, Inc., Jundt
Funds, Inc. and, American Eagle Funds,
Inc. since 1999. Senior Financial
Analyst, Norwest Investment Services,
Inc., 1997 to 1998. Fund Reporting and
Control Supervisor, Voyageur Funds Inc.,
1994 to 1997.
James E. Nicholson (49).... Secretary Partner with the law firm of Faegre &
Benson LLP, Minneapolis, Minnesota,
which has served as general counsel to
the Investment Adviser, Jundt Growth
Fund, Inc., Jundt Funds, Inc., American
Eagle Funds, Inc., and the Distributor
since their inception. Secretary of The
Jundt Growth Fund, Inc. since 1991,
Jundt Funds, Inc. since 1995 and
American Eagle Funds, Inc. since 1999.
<PAGE>
ADDITIONAL INFORMATION ABOUT THE FUNDS
As of December 31, 1999, the following persons were known to Jundt
Associates to be the beneficial owners of 5% or more of a class of shares of any
of the Funds.
SHARE NUMBER OF PERCENT OF
FUND/NAME AND ADDRESS OF BENEFICIAL OWNER CLASS SHARES OWNED CLASS
----------------------------------------- ----- ------------ -----
AMERICAN EAGLE CAPITAL APPRECIATION FUND
AMERICAN EAGLE TWENTY FUND
<PAGE>
SHAREHOLDER PROPOSALS
The Funds are not required to hold annual shareholder meetings. Since
the Funds do not hold regular meetings of shareholders, the anticipated date of
the next shareholder meeting cannot be provided. Any shareholder proposal which
may properly be included in the proxy solicitation material for a shareholder
meeting must be received by the applicable Fund no later than four months prior
to the date proxy statements are mailed to shareholders.
Dated: ________, 2000 James E. Nicholson, Secretary
<PAGE>
PROXY
AMERICAN EAGLE CAPITAL APPRECIATION FUND
(A SERIES OF AMERICAN EAGLE FUNDS, INC.)
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AMERICAN EAGLE FUNDS, INC.
The undersigned hereby appoints James R. Jundt, Marcus E. Jundt and James
E. Nicholson, and each of them with power to act without the other and with the
right of substitution in each, as proxies of the undersigned and hereby
authorize each of them to represent and to vote, as designated below, all the
shares of American Eagle Capital Appreciation Fund (the "Fund"), a series of
American Eagle Funds, Inc. (the "Company"), held of record by the undersigned on
July 31, 2000 at the special meeting of shareholders of the Company to be held
on __________, or any adjournments or postponements thereof, with all the power
the undersigned would possess if present in person. All previous proxies given
with respect to the meeting hereby are revoked.
THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:
1. PROPOSAL TO SET THE NUMBER OF DIRECTORS AT SEVEN AND TO ELECT EACH MEMBER
OF THE BOARD OF DIRECTORS.
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all 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.
James R. Jundt John E. Clute Floyd Hall Demetre M. Nicoloff
Darrell R. Wells Clark W. Jernigan Marcus E. Jundt
2. PROPOSAL TO APPROVE THE MODIFICATION OF CERTAIN INVESTMENT RESTRICTIONS OF
THE FUND.
|_| FOR all modifications listed below |_| AGAINST all modifications
(except as marked to the contrary below) listed below
|_| ABSTAIN for all modifications listed below
(except as marked to the contrary below)
INSTRUCTION: To vote FOR any modification, circle the modification listed
below.
To vote AGAINST any modification, strike a line through the
modification listed below.
A. Modify investment restriction regarding borrowing and the
issuance of senior securities
B. Modify investment restriction regarding concentration in a
particular industry
<PAGE>
C. Modify investment restriction regarding investments in real
estate
D. Modify investment restriction regarding investments in
commodities
E. Modify investment restriction regarding lending
3. PROPOSAL TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND
AND JUNDT ASSOCIATES, INC.
|_| FOR |_| AGAINST |_| ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Joint Meeting of
Shareholders or any adjournments or postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1 THROUGH 3 ABOVE. RECEIPT OF THE NOTICE OF SPECIAL
JOINT MEETING OF SHAREHOLDERS AND THE PROXY STATEMENT RELATING TO THE MEETING IS
ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY.
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE OF SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY PARTNER OR OTHER
AUTHORIZED PERSON.
[NAME OF SHAREHOLDER]
Dated: ________, 2000 Signature: _________________________
<PAGE>
PROXY
AMERICAN EAGLE TWENTY FUND
(A SERIES OF AMERICAN EAGLE FUNDS, INC.)
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AMERICAN EAGLE FUNDS, INC.
The undersigned hereby appoints James R. Jundt, Marcus E. Jundt and James
E. Nicholson, and each of them with power to act without the other and with the
right of substitution in each, as proxies of the undersigned and hereby
authorize each of them to represent and to vote, as designated below, all the
shares of American Eagle Twenty Fund (the "Fund"), a series of American Eagle
Funds, Inc. (the "Company"), held of record by the undersigned on July 31, 2000
at the special meeting of shareholders of the Company to be held on __________,
or any adjournments or postponements thereof, with all the power the undersigned
would possess if present in person. All previous proxies given with respect to
the meeting hereby are revoked.
THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:
1. PROPOSAL TO SET THE NUMBER OF DIRECTORS AT SEVEN AND TO ELECT EACH MEMBER
OF THE BOARD OF DIRECTORS.
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all 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.
James R. Jundt John E. Clute Floyd Hall Demetre M. Nicoloff
Darrell R. Wells Clark W. Jernigan Marcus E. Jundt
2. PROPOSAL TO APPROVE THE MODIFICATION OF CERTAIN INVESTMENT RESTRICTIONS OF
THE FUND.
|_| FOR all modifications listed below |_| AGAINST all modifications
(except as marked to the contrary below) listed below
|_| ABSTAIN for all modifications listed below
(except as marked to the contrary below)
INSTRUCTION: To vote FOR any modification, circle the modification listed
below.
To vote AGAINST any modification, strike a line through the
modification listed below.
A. Modify investment restriction regarding borrowing and the
issuance of senior securities
B. Modify investment restriction regarding concentration in a
particular industry
<PAGE>
C. Modify investment restriction regarding investments in real
estate
D. Modify investment restriction regarding investments in
commodities
E. Modify investment restriction regarding lending
3. PROPOSAL TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND
AND JUNDT ASSOCIATES, INC.
|_| FOR |_| AGAINST |_| ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Joint Meeting of
Shareholders or any adjournments or postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1 THROUGH 3 ABOVE. RECEIPT OF THE NOTICE OF SPECIAL
JOINT MEETING OF SHAREHOLDERS AND THE PROXY STATEMENT RELATING TO THE MEETING IS
ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY.
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE OF SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY PARTNER OR OTHER
AUTHORIZED PERSON.
[NAME OF SHAREHOLDER]
Dated: ________, 2000 Signature: ____________________________
