<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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
THE JUNDT GROWTH FUND, INC.
JUNDT 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:
-----------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
-----------------------------------------------------------------
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:
-----------------------------------------------------------------
(1)Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
[PRELIMINARY COPY]
THE JUNDT GROWTH FUND, INC.
JUNDT U.S. EMERGING GROWTH FUND
JUNDT OPPORTUNITY FUND
March 21, 1997
Dear Shareholders:
You are cordially invited to attend a Joint Special Meeting of Shareholders
of The Jundt Growth Fund, Inc., Jundt U.S. Emerging Growth Fund and Jundt
Opportunity Fund (the "Funds") to be held at the offices of Faegre & Benson LLP
(the Funds' legal counsel), 90 South Seventh Street, Norwest Center, 23rd Floor,
Minneapolis, Minnesota 55402 on Monday, April 14, 1997, at 3:00 p.m. (Central
Time).
Each Fund offers its shares in four classes (Class A, Class B, Class C and
Class D). Class B, Class C and Class D shares are offered for sale to the
general public, and Class A shares are available for investment only by certain
limited categories of investors. This multiple class structure permits
investors to choose the method of purchasing Fund shares that is most beneficial
given the amount of the purchase, the length of time the investor expects to
hold the shares and other circumstances. As more fully described in the
attached proxy materials, each Class of shares is subject to its own sales
charge structure.
The only matter to be voted on at the Meeting will be a proposal to rename
each Fund's Class A shares as Class I shares, and to rename each Fund's Class D
shares as Class A shares. In the mutual fund industry, shares designated as
Class A, Class B or Class C typically bear certain common characteristics.
Indeed, each Fund's Class B and Class C shares bear the characteristics common
to Class B and Class C shares in the marketplace. However, each Fund's current
Class D shares bear characteristics more commonly associated with Class A shares
of other funds, and each Fund's current Class A shares (which are not available
for sale to the general public but are available only for limited categories of
investors) typically are not designated as Class A shares. For these reasons,
we have determined that it would be in each Fund's best interests to rename its
Class A shares as Class I shares, and to rename its Class D shares as Class A
shares. We believe that these changes will better allow each Fund's distributor
and dealers to efficiently market shares of each Fund, which we believe in turn
will benefit each Fund and its shareholders.
If Fund shareholders approve these changes, your Fund accounts will be
changed automatically to reflect the renaming of your Class A or Class D shares.
Since your shares are not represented by share certificates, no further action
will be required on your part. MOST IMPORTANTLY, THESE CHANGES WILL NOT AFFECT
THE VALUE OF YOUR INVESTMENT, NOR WILL THEY IN ANY WAY AFFECT YOUR RIGHTS AS
SHAREHOLDERS.
PLEASE VOTE AND RETURN YOUR PROXY TODAY!
WE WOULD WELCOME YOUR ATTENDANCE AT THE MEETING. HOWEVER, WHETHER OR NOT
YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE ENCLOSED PROXY IN
THE ENCLOSED POSTAGE-PREPAID ENVELOPE. YOUR VOTE IS EXTREMELY IMPORTANT.
Sincerely,
James R. Jundt, Chairman
<PAGE>
[PRELIMINARY COPY]
THE JUNDT GROWTH FUND, INC.
JUNDT U.S. EMERGING GROWTH FUND
JUNDT OPPORTUNITY FUND
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 14, 1997
To the Shareholders:
Notice is hereby given that a Joint Special Meeting of Shareholders (the
"Meeting") of The Jundt Growth Fund, Inc., a Minnesota corporation ("Growth
Fund"), and of Jundt U.S. Emerging Growth Fund ("Emerging Fund") and Jundt
Opportunity Fund ("Opportunity Fund"), each a separately managed series of Jundt
Funds, Inc., a Minnesota corporation ("JFI"), will be held at the offices of
Faegre & Benson LLP, 90 South Seventh Street, Norwest Center, 23rd Floor,
Minneapolis, Minnesota 55402 on Monday, April 14, 1997, at 3:00 p.m. (Central
Time). Growth Fund, Emerging Fund and Opportunity Fund are hereinafter referred
to as the "Funds".
The Meeting is being called solely for the purpose of considering an
amendment to the certificates of designation of Growth Fund and JFI that
establish certain classes of shares of each Fund, which amendment will rename
each Fund's Class A shares as Class I shares and will rename each Fund's Class D
shares as Class A shares. As more fully set forth in the accompanying Proxy
Statement, the proposed amendments are intended solely to conform the names
ascribed to each class of the Funds' shares to mutual fund industry standards.
THE PROPOSED AMENDMENT TO EACH FUND'S CERTIFICATE OF DESIGNATION WILL NOT AFFECT
THE RIGHTS OF ANY FUND'S SHAREHOLDERS OR THE VALUE OF ANY SHAREHOLDER'S
INVESTMENT. It merely changes the names of two classes of each Fund's shares.
TO ENSURE THAT THE MULTIPLE CLASS STRUCTURE OF THE FUNDS REMAINS UNIFORM,
EACH FUND MUST APPROVE THE PROPOSED AMENDMENT TO ITS RESPECTIVE CERTIFICATE OF
DESIGNATION BEFORE ANY OF SUCH AMENDMENTS ARE EFFECTED.
The Boards of Directors of Growth Fund and JFI have fixed the close of
business on March 10, 1997 as the record date for the determination of
shareholders of each Fund entitled to notice of and to vote at the Meeting. As
more fully explained in the accompanying Proxy Statement, only current Class A
and Class D shareholders of each Fund will be entitled to notice of and to vote
at the Meeting, and the proposal before the Meeting must be approved separately
by the shareholders of each such Class of shares.
THE FUNDS' BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND APPROVAL OF THE VOTING
ITEM DESCRIBED ABOVE.
PLEASE VOTE AND RETURN YOUR PROXY TODAY!
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE RESPECTFULLY REQUEST
THAT YOU MAIL YOUR PROXY TODAY. If you are present at the meeting, you may then
revoke your Proxy and vote in person, as explained in the accompanying Proxy
Statement.
By order of the Boards of Directors,
James E. Nicholson, SECRETARY
<PAGE>
[PRELIMINARY COPY]
PROXY STATEMENT
THE JUNDT GROWTH FUND, INC.
JUNDT U.S. EMERGING GROWTH FUND
JUNDT OPPORTUNITY FUND
JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 14, 1997
The enclosed Proxy or Proxies are solicited by the Boards of Directors of
The Jundt Growth Fund, Inc. ("Growth Fund") and Jundt Funds, Inc. ("JFI") in
connection with a Joint Special Meeting of Shareholders (together with any
adjournments thereof, the "Meeting") of Growth Fund and of Jundt U.S. Emerging
Growth Fund ("Emerging Fund") and Jundt Opportunity Fund ("Opportunity Fund"),
each a separately managed series of JFI. Growth Fund, Emerging Fund and
Opportunity Fund are hereinafter referred to collectively as the "Funds."
The mailing of this Proxy Statement and the accompanying Notice and Proxies
to Fund shareholders will take place on approximately March 21, 1997.
Representatives of the Funds may solicit Proxies for the management of the Funds
by means of mail, telephone or personal calls.
A Proxy may be revoked before the Meeting by giving written notice of
revocation to the Funds' Secretary, or at the meeting, prior to voting. Unless
revoked, properly executed Proxies will be voted as indicated in the Proxy
Statement. In instances where choice is specified by the shareholders, those
Proxies will be voted in accordance with each shareholder's choices. In
instances where no choice is specified by shareholders in otherwise properly
executed Proxies, those Proxies will be voted "For" (in favor of) the voting
item, in accordance with the recommendations of the Funds' Boards of Directors.
The cost of solicitation, including the cost of preparing and mailing the
Notice of Joint Special Meeting of Shareholders, this Proxy Statement and the
Proxies, will be borne by and allocated among the Funds. Solicitation costs
will include, but will not be limited to, fees payable to _____________________,
[ADDRESS], a firm engaged by the Funds to assist the Funds in mailing proxy
materials and soliciting and tabulating Proxies in connection with the Meeting.
_____________________ has estimated that its fees (exclusive of postage) for
these services will be approximately $_________________.
As more fully explained below under "Proposal to Amend Certificates of
Designation," only Class A and Class D shareholders of each Fund will be
entitled to notice of and to vote at the Meeting, and the proposal before the
Meeting must be approved separately by the shareholders of each such class of
shares. In addition, only shareholders of record of each such class as of the
close of business on March 10, 1997 are entitled to notice of and to vote at the
Meeting. As of such date, there were issued and outstanding the following
number of shares of each such class of each Fund:
GROWTH EMERGING OPPORTUNITY
FUND FUND FUND
---- ---- ----
Class A Shares
Class D Shares
Each holder of each such class of each Fund's shares is entitled to one
vote for each share held. The matter being voted upon does not entitle any
shareholder to cumulative voting or appraisal rights. In the event that
sufficient votes in favor of the matter being voted upon by any of the Funds are
not received by April 14, 1997, the persons named as proxies may propose one or
more adjournments of the Meeting with respect to such Fund or
<PAGE>
Funds to permit further solicitation of Proxies. With respect to any Fund, an
adjournment will require the affirmative vote of the holders of a majority of
each class of shares present in person or by Proxy at the Meeting.
An "abstention" on the proposal will be counted as present for purposes of
determining whether a quorum of shares is present at the meeting, but will be
counted as a vote "Against" the proposal. THE FUNDS HAVE BEEN ADVISED BY THE
STAFF OF THE NEW YORK STOCK EXCHANGE THAT BROKERS WHO HOLD FUND SHARES IN STREET
NAME FOR CUSTOMERS ARE AUTHORIZED TO VOTE ON THE PROPOSAL ON BEHALF OF ANY
CUSTOMER WHO HAS NOT FURNISHED THE BROKER WITH SPECIFIC VOTING INSTRUCTIONS.
SHARE OWNERSHIP
Except as set forth below, no person or entity, to the knowledge of Fund
management, beneficially owned more than 5% of the outstanding Class A or Class
D shares of any Fund as of March 10, 1997. The following table sets forth, as
of March 10, 1997, certain share ownership information with respect to Fund
directors, all Fund officers and directors as a group, certain affiliates of the
Funds and persons and entities known by Fund management to beneficially own more
than 5% of a Fund's outstanding Class A or Class D shares:
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF
OF BENEFICIAL OWNER BENEFICIALLY OWNED -- FUND (CLASS) OUTSTANDING SHARES
- ------------------- ---------------------------------- ------------------
FUND DIRECTORS:
James R. Jundt
1550 Utica Avenue South
Suite 950
Minneapolis, MN 55416
John E. Clute
East 702 Sharpe Avenue
(PO Box 3528)
Spokane, WA 99220
Floyd Hall
3100 West Big Beaver Road
Troy, MI 48084
Demetre M. Nicoloff
1492 Hunter Drive
Wayzata, MN 55391
Darrell R. Wells
4350 Brownsboro Road
Louisville, KY 40207
ALL FUND DIRECTORS AND OFFICERS
AS A GROUP
-2-
<PAGE>
CERTAIN FUND AFFILIATES:
Jundt Associates, Inc.
1550 Utica Avenue South
Suite 950
Minneapolis, MN 55416
U.S. Growth Investments, Inc.
1550 Utica Avenue South
Suite 950
Minneapolis, MN 55416
OTHER BENEFICIAL OWNERS OF
5% OR MORE OUTSTANDING SHARES:
[List Names and Addresses]
-3-
<PAGE>
PROPOSAL TO AMEND CERTIFICATES OF DESIGNATION
BACKGROUND AND GENERAL INFORMATION
Each Fund currently issues its shares in four classes. Class B, Class C
and Class D shares of each Fund are available for sale to the general public.
By contrast, Class A shares of each Fund are offered and available for sale only
to certain Fund affiliates, agents and consultants and to other limited
categories of investors, as described below.
CLASS A SHARES -- LIMITED PURCHASER ALTERNATIVE. Class A shares are
offered for sale exclusively to: (a) directors, officers, employees and
consultants of the Fund, of Jundt Associates, Inc., the Funds' investment
adviser, and of U.S. Growth Investments, Inc., the Funds' distributor (the
"Distributor"), members of their immediate families, and their lineal ancestors
and descendants; (b) WITH RESPECT TO GROWTH FUND ONLY, shareholders of Growth
Fund at the time of its conversion on December 29, 1995 from a closed-end to an
open-end investment company (the "Open-End Conversion"), but only so long as
such shareholders remain Fund shareholders; and (c) accounts for the benefit of
any of the foregoing. Upon the Open-End Conversion, each issued and outstanding
common share of Growth Fund automatically converted into a Class A share of the
reorganized, open-end Growth Fund.
The public offering price of Class A shares of Emerging Fund and
Opportunity Fund is their net asset value. No front-end sales charge ("FESC")
or contingent deferred sales charge (CDSC") applies to investments in Class A
shares of Emerging Fund and Opportunity Fund. By contrast, the public offering
price of Class A shares of Growth Fund is their net asset value plus the
applicable FESC, which varies depending on the size of the purchase and is
allocated between the Distributor and other broker-dealers. The current FESC
schedule is as follows:
<TABLE>
<CAPTION>
FRONT-END SALES CHARGE
----------------------------------- DEALER REALLOWANCE
(AS A % OF (AS A % OF (AS A % OF
AMOUNT OF INVESTMENT OFFERING PRICE) NET INVESTMENT) OFFERING PRICE)
- -------------------- --------------- --------------- ---------------
<S> <C> <C> <C>
Less than $25,000 5.25% 5.54% 4.50%
$25,000 but less than $50,000 4.75% 4.99% 4.25%
$50,000 but less than $100,000 4.00% 4.17% 3.50%
$100,000 but less than $250,000 3.00% 3.09% 2.50%
$250,000 but less than $1,000,000 2.00% 2.04% 1.75%
$1,000,000 and greater NONE* NONE* *
</TABLE>
- -------------------------
* Sales of Class A shares of Growth Fund in the amount of $1 million or more
are not subject to an FESC; however, a CDSC of 1% will be imposed at the time of
redemption if redeemed within one year.
Certain investors (or groups of investors) may qualify for reductions in,
or waivers of, the FESC, as described in detail in Growth Fund's current
prospectus. Class A shares of each Fund are not subject to any Rule 12b-1
distribution or shareholder maintenance charges.
CLASS B SHARES -- CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE. The public
offering price of Class B shares of each Fund is their net asset value without
the imposition of any FESC. However, a CDSC of up to 4% will be imposed if
shares are redeemed within six years of purchase (in accordance with the
following table), calculated on an amount equal to the lesser of the net asset
value of the shares at the time of purchase or their net asset value at the time
of redemption.
-4-
<PAGE>
<TABLE>
<CAPTION>
CONTINGENT DEFERRED SALES CHARGE
REDEMPTION DURING (AS A PERCENTAGE OF AMOUNT SUBJECT TO CHARGE)
- ----------------- ---------------------------------------------
<S> <C>
1st Year Since Purchase 4%
2nd Year Since Purchase 4%
3rd Year Since Purchase 3%
4th Year Since Purchase 3%
5th Year Since Purchase 2%
6th Year Since Purchase 1%
Thereafter None
</TABLE>
Class B shares are subject to a Rule 12b-1 account maintenance fee payable
at an annual rate of .25% of the average daily net assets of the Fund
attributable to Class B shares and a Rule 12b-1 distribution fee payable at an
annual rate of .75% of the average daily net assets attributable to Class B
shares. Approximately eight years after their issuance, Class B shares
(including a pro rata portion of the shares of the Fund received in connection
with dividend and distribution reinvestments) automatically convert to Class D
shares of the same Fund. (IF THE PROPOSAL TO AMEND EACH FUND'S CERTIFICATE OF
DESIGNATION IS APPROVED BY CLASS A AND CLASS D SHAREHOLDERS OF EACH FUND, CLASS
B SHARES WILL THEREAFTER AUTOMATICALLY CONVERT TO CLASS A SHARES OF THE SAME
FUND.)
CLASS C SHARES -- LEVEL LOAD ALTERNATIVE. The public offering price of
each Fund's Class C shares is their net asset value without the imposition of
any FESC. However, a CDSC of 1% is imposed if Class C shares are redeemed
within one year of purchase. Class C shares are subject to a Rule 12b-1 account
maintenance fee payable at an annual rate of .25% of the average daily net
assets of the Fund attributable to Class C shares and a Rule 12b-1 distribution
fee payable at an annual rate of .75% of the average daily net assets
attributable to Class C shares.
CLASS D SHARES -- INITIAL SALES CHARGE ALTERNATIVE. The public offering
price of each Fund's Class D shares is their net asset value plus the applicable
FESC, which is calculated according to the same FESC schedule as is applicable
to Growth Fund's Class A shares (as set forth above). Certain investors (or
groups of investors) may qualify for reductions in, or waivers of, the FESC, as
described in detail in the applicable Fund's current prospectus. Class D shares
are subject to a Rule 12b-1 account maintenance fee payable at an annual rate of
.25% of the average daily net assets of the Fund attributable to Class D shares.
PROPOSAL TO AMEND CERTIFICATES OF DESIGNATION
Each Fund's Board of Directors has determined that the names ascribed to
each Fund's Class A and Class D shares are inconsistent with mutual fund
industry standards. The various classes of shares offered by mutual funds that
are distributed through broker-dealers typically bear similar characteristics,
depending upon the name ascribed to such class of shares. The Board of
Directors has determined that, although the Funds' Class B and Class C shares
bear the characteristics commonly associated with other mutual funds' Class B
and Class C shares (as described above), the Class A shares of most mutual funds
typically bear the characteristics borne by the Funds' Class D shares (I.E., are
available for sale to the general public without restriction and are subject to
an FESC). The Board of Directors also has determined that a class of shares
that is not generally available to the public, such as the Funds' Class A
shares, are not typically referred to as Class A shares.
Each Fund's Board of Directors has determined that it would be in the
Fund's best interests for the Fund's class structure and nomenclature to be
consistent with mutual fund industry standards. The Board has determined that
the non-typical nomenclature of the Class A and Class D shares has caused and
likely will continue to cause confusion among Fund shareholders and in the
marketplace. Because the Board of Directors has determined that the Funds'
interests would best be served by strong shareholder and market recognition, the
Board of Directors has determined that the each Fund's Class D shares should be
renamed Class A shares, and that each Fund's current Class A shares should be
renamed Class I shares -- names the Board believes will bolster the
shareholders' and the market's understanding of each Fund's shares and,
therefore, of the Funds themselves.
-5-
<PAGE>
The names ascribed to each class of Fund shares are set forth in a
Certificate of Designation filed by each Fund with the Minnesota Secretary of
State. The proposed renaming of each Fund's current Class D shares as Class A
shares, and the renaming of each Fund's current Class A shares as Class I
shares, will require approval by each Fund's Class A and Class D shareholders of
an amended Certificate of Designation setting forth such new class names. THE
PROPOSED AMENDMENT TO EACH FUND'S CERTIFICATE OF DESIGNATION WILL NOT IMPACT THE
RIGHTS OF ANY SHAREHOLDER OR THE VALUE OF ANY SHAREHOLDER'S FUND INVESTMENTS.
If the shareholders of each Fund approve the proposed amendment to the
Fund's Certificate of Designation, such amendment will become effective upon the
filing an executed copy of such amendment in the office of the Minnesota
Secretary of State. Fund management intends to file such amendments, if
approved, at a time that coincides with the next updating to each Fund's
Prospectus and Statement of Additional Information, which is expected to occur
on or before May 1, 1997. TO ENSURE THAT THE MULTIPLE CLASS STRUCTURE OF THE
FUNDS REMAINS UNIFORM, EACH FUND MUST APPROVE THE PROPOSED AMENDMENT TO ITS
RESPECTIVE CERTIFICATE OF DESIGNATION BEFORE ANY OF SUCH AMENDMENTS ARE
EFFECTED.
Subject to the approval by each Fund of the proposed amendment to the
Fund's Certificate of Designation, the Board of Directors has approved
conforming amendments to each Fund's applicable Distribution Agreement, Rule
18f-3 Plan for Multiple Class Distribution System, and Distribution Plans
pursuant to Rule 12b-1.
THE BOARD OF DIRECTORS OF EACH FUND HAS UNANIMOUSLY APPROVED THE PROPOSED
AMENDMENT TO THE FUND'S CERTIFICATE OF DESIGNATION AND UNANIMOUSLY RECOMMENDS
APPROVAL BY FUND SHAREHOLDERS.
CLASS VOTING; QUORUM AND VOTE REQUIRED FOR APPROVAL
CLASS VOTING. The proposed amendment to each Fund's Certificate of
Designation, as described above, will rename Class A shares and Class D shares.
Because such amendments technically apply only to Class A and Class D shares,
such classes of shares are the only classes that are entitled to vote on the
proposed amendments. In addition, because the proposed amendment under
Minnesota law technically affects the rights and preferences of Class A and
Class D shares, each such class must separately vote to approve the proposed
amendment.
QUORUM. A majority of the issued and outstanding Class A and Class D
shares of Growth Fund are required to be present or represented by Proxy at the
Meeting in order to consider and vote upon the proposed amendment to Growth
Fund's Certificate of Designation. Ten percent of the issued and outstanding
Class A and Class D shares of Emerging Fund or Opportunity Fund, as applicable,
are required to be present or represented by Proxy at the Meeting in order to
consider and vote upon the proposed amendment to Emerging Fund's or Opportunity
Fund's Certificate of Designation.
VOTE REQUIRED. The affirmative vote of a majority of each Fund's Class A
and Class D shares present or represented by Proxy at the Meeting is required to
effect the approval of the proposed amendment to the applicable Fund's
Certificate of Designation.
OTHER MATTERS
Under Minnesota law, the matters described above are the only matters that
my be presented for action at theMeeting.
SHAREHOLDER PROPOSALS
Pursuant to each Fund's Bylaws, the Funds are not required to hold annual
or regular meetings of shareholders. The date of each Fund's next shareholder
meeting, if any, cannot be anticipated at this time. If a Fund shareholder has
a proposal which he or she feels should be presented to all shareholders for
consideration,
-6-
<PAGE>
such shareholder should send the proposal to the Funds' offices, to the
attention of the Funds' Secretary. The proposal will be considered at a meeting
of the Board of Directors of the applicable Fund as soon a practicable after the
proposal is received. Should any such proposal be deemed by the Board of
Directors to be a matter which merits consideration by all shareholders of the
applicable Fund, such proposal will be submitted to shareholders at a regular or
special meeting called and scheduled by the Board of Directors in its sole
discretion.
By Order of the Boards of Directors,
James E. Nicholson, SECRETARY
Dated: March 21, 1997
-7-
<PAGE>
[PRELIMINARY COPY]
PROXY
THE JUNDT GROWTH FUND, INC.
(CLASS A AND CLASS D SHARES ONLY)
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MN 55416
(800) 370-0612
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE JUNDT GROWTH FUND, INC.
The undersigned hereby appoints James R. Jundt, Donald M. Longlet 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
authorizes each of them to represent and to vote, as designated below, all the
Class A and/or Class D shares of The Jundt Growth Fund, Inc. (the "Fund") held
of record by the undersigned on March 10, 1997, at the special meeting of
shareholders of the Fund to be held on April 14, 1997, or any adjournments or
postponements thereof, with all 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 IN CONNECTION WITH THE
PROPOSAL TO AMEND THE FUND'S CERTIFICATE OF DESIGNATION that establishes the
Fund's four classes of common shares. Class A shareholders are being asked to
approve the renaming of the Fund's Class A shares as Class I shares, and Class D
shareholders are being asked to approve the renaming of the Fund's Class D
shares as Class A shares.
/ / FOR / / AGAINST / / ABSTAIN
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" THE PROPOSAL. RECEIPT OF THE NOTICE OF JOINT SPECIAL
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 AS 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 AUTHORIZED
PERSON.
DATED: 1997
-------------------------
-----------------------------------
Signature
-----------------------------------
Signature if held jointly
TO SAVE FURTHER SOLICITATION EXPENSE,
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
<PAGE>
[PRELIMINARY COPY]
PROXY
THE JUNDT U.S. EMERGING GROWTH FUND
(CLASS A AND CLASS D SHARES ONLY)
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MN 55416
(800) 370-0612
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE JUNDT GROWTH FUND, INC.
The undersigned hereby appoints James R. Jundt, Donald M. Longlet 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
Class A and/or Class D shares of Jundt U.S. Emerging Growth Fund, a series of
Funds, Inc. (the "Fund"), held of record by the undersigned on March 10, 1997,
at the special meeting of shareholders of the Fund to be held on April 14, 1997,
or any adjournments or postponements thereof, with all the power the undersigned
would posses if present in person. All previous proxies given with respect to
the meeting hereby are revoked.
THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS IN CONNECTION WITH THE
PROPOSAL TO AMEND THE FUND'S CERTIFICATE OF DESIGNATION that establishes the
Fund's four classes of common shares. Class A shareholders are being asked to
approve the renaming of the Fund's Class A shares as Class I shares, and Class D
shareholders are being asked to approve the renaming of the Fund's Class D
shares as Class A shares.
/ / FOR / / AGAINST / / ABSTAIN
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" THE PROPOSAL. RECEIPT OF THE NOTICE OF JOINT SPECIAL
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 AS 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 AUTHORIZED
PERSON.
DATED: 1997
-------------------------
-----------------------------------
Signature
-----------------------------------
Signature if held jointly
TO SAVE FURTHER SOLICITATION EXPENSE,
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
<PAGE>
[PRELIMINARY COPY]
PROXY
THE JUNDT OPPORTUNITY FUND
(CLASS A AND CLASS D SHARES ONLY)
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MN 55416
(800) 370-0612
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE JUNDT GROWTH FUND, INC.
The undersigned hereby appoints James R. Jundt, Donald M. Longlet 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
Class A and/or Class D shares of Jundt Opportunity Fund, a series of Funds, Inc.
(the "Fund"), held of record by the undersigned on March 10, 1997, at the
special meeting of shareholders of the Fund to be held on April 14, 1997, or any
adjournments or postponements thereof, with all the power the undersigned would
posses if present in person. All previous proxies given with respect to the
meeting hereby are revoked.
THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS IN CONNECTION WITH THE
PROPOSAL TO AMEND THE FUND'S CERTIFICATE OF DESIGNATION that establishes the
Fund's four classes of common shares. Class A shareholders are being asked to
approve the renaming of the Fund's Class A shares as Class I shares, and Class D
shareholders are being asked to approve the renaming of the Fund's Class D
shares as Class A shares.
/ / FOR / / AGAINST / / ABSTAIN
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" THE PROPOSAL. RECEIPT OF THE NOTICE OF JOINT SPECIAL
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 AS 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 AUTHORIZED
PERSON.
DATED: 1997
-------------------------
-----------------------------------
Signature
-----------------------------------
Signature if held jointly
TO SAVE FURTHER SOLICITATION EXPENSE,
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
