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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
THE JUNDT GROWTH FUND, INC.
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(Name of Registrant as Specified In Its Charter)
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(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:
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2) Aggregate number of securities to which transaction applies:
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<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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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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 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
THE JUNDT GROWTH FUND, INC.
JUNDT 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 The Jundt Growth Fund, Inc., Jundt U.S. Emerging
Growth Fund, Jundt Opportunity Fund, Jundt Twenty-Five Fund, Jundt Mid-Cap
Growth Fund and Jundt Science & Technology Fund (the "Funds") in order to vote
on several important proposals. Each of the Jundt U.S. Emerging Growth Fund,
Jundt Opportunity Fund, Jundt Twenty-Five Fund, Jundt Mid-Cap Growth Fund and
Jundt Science and Technology Fund is a series of Jundt 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
JUNDT 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:
o Set the number of directors at seven and to elect each member
of the Board of Directors.
o Approve the modification or elimination of certain investment
restrictions of the Funds.
o Approve a new Investment Advisory Agreement between each Fund
and Jundt Associates, Inc.
Some of these proposals affect all Funds, while others affect only
certain Funds. Please refer to page 3 of the proxy statement to see
what proposals apply to your Fund.
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, OR THE ELIMINATION OF, 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. These fundamental investment restrictions
differ significantly from Fund to Fund. This is in part because the
Funds commenced operations at different times, and the wording of the
Funds' investment restrictions has evolved over time. Because having
different fundamental investment restrictions among the Funds presents
difficulties from a compliance standpoint, and 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 and that some investment
restrictions be eliminated.
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.
<PAGE>
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 Agreement, the
investment management fees paid by your Fund will remain the same.
Information about Marcus E. Jundt and the new Investment Advisory
Agreement can be found in the proxy statement.
<PAGE>
THE JUNDT GROWTH FUND, INC.
JUNDT FUNDS, INC.
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS
TO BE HELD ON _______, 2000
The Jundt Growth Fund, Inc., Jundt U.S. Emerging Growth Fund, Jundt
Opportunity Fund, Jundt Twenty-Five Fund, Jundt Mid-Cap Growth Fund and Jundt
Science & Technology Fund (the "Funds") 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 or elimination 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>
THE JUNDT GROWTH FUND, INC.
JUNDT FUNDS, INC.
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
PROXY STATEMENT
SPECIAL JOINT MEETING OF SHAREHOLDERS
[DATE]
The Board of Directors of The Jundt Growth Fund, Inc. and Jundt Funds,
Inc. (each a "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.
Jundt Funds, Inc. offers its shares in five different series: Jundt
U.S. Emerging Growth Fund, Jundt Opportunity Fund, Jundt Twenty-Five Fund, Jundt
Mid-Cap Growth Fund and Jundt Science & Technology Fund (together with Jundt
Growth Fund, Inc., the "Funds"). Each Fund offers its shares in four classes
(Class A, Class B, Class C, and Class I). Each share is entitled to one vote
with respect to each of the matters presented for shareholder vote at the
Meeting, without regard to its class designation. The investment advisor for
each Fund 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 Companies 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
Companies, 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 Companies. 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).
<PAGE>
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 Funds', 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.
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
---- ------
The Jundt Growth Fund, Inc......................................... __________
Jundt Funds, Inc.
Jundt U.S. Emerging Growth Fund............................... __________
Jundt Opportunity Fund........................................ __________
Jundt Twenty-Five Fund........................................ __________
Jundt Mid-Cap Growth Fund..................................... __________
Jundt Science & Technology 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 FUNDS AFFECTED
-------- --------------
1. To set the number of directors at seven Jundt Growth Fund
and to elect each member of the Jundt U.S. Emerging Growth Fund
Board of Directors Jundt Opportunity Fund
Jundt Twenty-Five Fund
Jundt Mid-Cap Growth Fund
Jundt Science & Technology Fund
2. To approve the elimination or modification of the following
investment restrictions:
A. Modify investment restrictions Jundt Growth Fund
regarding borrowing and the Jundt U.S. Emerging Growth Fund
issuance of senior securities Jundt Opportunity Fund
Jundt Twenty-Five Fund
B. Modify investment restrictions JundtGrowth Fund
regarding concentration in a Jundt U.S. Emerging Growth Fund
particular industry Jundt Opportunity Fund
Jundt Twenty-Five Fund
C. Modify investment restrictions Jundt Growth Fund
regarding investments in real Jundt U.S. Emerging Growth Fund
estate Jundt Opportunity Fund
Jundt Twenty-Five Fund
D. Modify investment restrictions Jundt Growth Fund
regarding investments in Jundt U.S. Emerging Growth Fund
commodities Jundt Opportunity Fund
Jundt Twenty-Five Fund
E. Modify investment restrictions Jundt Growth Fund
regarding lending Jundt U.S. Emerging Growth Fund
Jundt Opportunity Fund
Jundt Twenty-Five Fund
F. Eliminate diversification Jundt Growth Fund
investment restrictions Jundt U.S. Emerging Growth Fund
G. Eliminate investment restriction Jundt Growth Fund
restricting the pledging
of assets
<PAGE>
H. Eliminate investment restriction Jundt Growth Fund
restricting margin purchases and
short sales
I. Eliminate investment restriction Jundt Growth Fund
limiting investment in illiquid
securities
J. Eliminate investment restriction Jundt Growth Fund
prohibiting investing in companies
for control
3. To approve a new Investment Advisory Jundt Growth Fund
Agreement between each Fund and Jundt Jundt U.S. Emerging Growth Fund
Associates, Inc. Jundt Opportunity Fund
Jundt Twenty-Five Fund
Jundt Mid-Cap Growth Fund
Jundt Science & Technology Fund
4. To transact such other business as may Jundt Growth Fund
properly come before the Meeting Jundt U.S. Emerging Growth Fund
Jundt Opportunity Fund
Jundt Twenty-Five Fund
Jundt Mid-Cap Growth Fund
Jundt Science & Technology Fund
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
THIS PROPOSAL APPLIES TO ALL FUNDS
ELECTION OF DIRECTORS
At the Meeting you will be asked to elect the nominees listed below to
the Companies' 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 Companies' 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' s 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
1550 Utica Avenue South of the Investment Adviser since its
Suite 950 inception in 1982. Chairman of the
Minneapolis, MN 55416 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 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
Spokane, WA 99201 Cascade Corporation (forest products).
Director of The Jundt Growth 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.
<PAGE>
Floyd Hall Chairman, President and Chief Executive
Age: 61 Officer of K-Mart Corporation from 1995
190 Upper Mtn Ave. to 2000. Chairman from 1989 to 1998 and
Montclair, NJ 07042 Chief 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.
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
4350 Brownsboro Road, Jundt Growth Fund, Inc. since 1991,
Louisville, KY 40207 Jundt Funds, 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, CirrusLogic, 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
1550 Utica Avenue South to 1992. Employed by Cargill Investor
Minneapolis,MN 55416 Services, Inc. from 1987 to 1988.
President of Jundt Funds, Inc., The
<PAGE>
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.
(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 the directors of The Jundt Growth Fund, Inc. and Jundt Funds,
Inc. is also a director of American Eagle Funds, Inc. Jundt Growth Fund, Inc.,
Jundt Funds, Inc. and American Eagle Funds, Inc. have 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, the Jundt Growth Fund,
Inc., Jundt Funds, Inc. and American Eagle 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 Jundt Growth Fund, Inc., Jundt Funds, Inc. or American Eagle 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 The Jundt
Growth Fund, Inc., Jundt Funds, Inc. and American Eagle Funds, Inc.
VOTE REQUIRED
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF THE
COMPANIES VOTE TO SET THE NUMBER OF DIRECTORS AT SEVEN AND VOTE IN FAVOR OF THE
NOMINEES TO SERVE AS DIRECTORS OF THE COMPANIES. 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 ELIMINATION OR MODIFICATION
OF FUNDAMENTAL INVESTMENT RESTRICTIONS
THIS PROPOSAL APPLIES TO JUNDT GROWTH FUND, JUNDT U.S. EMERGING GROWTH FUND,
JUNDT OPPORTUNITY FUND, AND JUNDT TWENTY-FIVE FUND
Each Fund has a number of investment restrictions that are
"fundamental," which means that they may be changed only with the approval of
shareholders. These fundamental investment restrictions differ significantly
from Fund to Fund. This is in part because the Funds commenced operations at
different times, and the wording of the Funds' fundamental investment
restrictions has evolved over time. Because having different fundamental
investment restrictions among the Funds presents difficulties from a compliance
standpoint, and because certain fundamental investment restrictions, in the
opinion of Jundt Associates, are unnecessarily restrictive, Jundt Associates
proposed that the Funds' investment restrictions be modified and that some
investment restrictions be eliminated. 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. The Board of Directors has also recommended that
shareholders approve the elimination of all fundamental investment restrictions
that are not required by the Investment Company Act. If shareholders approve the
elimination of these investment restrictions, the Board of Directors will have
complete discretion regarding the Funds' investment activities in these areas.
A. MODIFY INVESTMENT RESTRICTIONS REGARDING BORROWING AND THE ISSUANCE OF SENIOR
SECURITIES
THIS PROPOSAL APPLIES TO JUNDT GROWTH FUND, JUNDT U.S. EMERGING GROWTH FUND,
JUNDT OPPORTUNITY FUND, AND JUNDT TWENTY-FIVE FUND
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.
JUNDT GROWTH FUND AND JUNDT U.S. EMERGING GROWTH FUND,
The Fund may not borrow money or issue senior securities (as defined in
the Investment Company Act), except that the Fund may borrow in
amounts not exceeding of 15% of its total assets from banks for
temporary or emergency purposes, including the meeting of redemption
requests which might require the untimely disposition of securities.
JUNDT OPPORTUNITY FUND AND JUNDT TWENTY-FIVE FUND
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'
<PAGE>
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 restrictions
regarding borrowing are 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.
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. As a non-fundamental investment restriction that may be changed without
shareholder approval, Jundt Growth Fund and Jundt U.S. Emerging Growth Fund will
not acquire any new securities while borrowings exceed 15% of total assets.
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 standardize and
clarify the Funds' investment restrictions prohibiting each Fund from issuing
senior securities.
<PAGE>
B. MODIFY THE INVESTMENT RESTRICTION REGARDING CONCENTRATION IN A PARTICULAR
INDUSTRY
THIS PROPOSAL APPLIES TO JUNDT GROWTH FUND, JUNDT U.S. EMERGING GROWTH FUND,
JUNDT OPPORTUNITY FUND, AND JUNDT TWENTY-FIVE FUND.
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.
JUNDT GROWTH FUND, JUNDT U.S. EMERGING GROWTH FUND, JUNDT OPPORTUNITY
FUND, JUNDT TWENTY-FIVE FUND 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).
IT IS PROPOSED THAT THE FUNDS REPLACE THEIR CURRENT INVESTMENT
RESTRICTIONS REGARDING CONCENTRATION WITH THE FOLLOWING INVESTMENT RESTRICTION:
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 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."
<PAGE>
C. MODIFY THE INVESTMENT RESTRICTION REGARDING INVESTMENTS IN REAL ESTATE
THIS PROPOSAL APPLIES TO JUNDT GROWTH FUND, JUNDT U.S. EMERGING GROWTH FUND,
JUNDT OPPORTUNITY FUND, AND JUNDT TWENTY-FIVE FUND.
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.
JUNDT GROWTH FUND AND JUNDT U.S. EMERGING GROWTH FUND
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.
JUNDT OPPORTUNITY FUND AND JUNDT TWENTY-FIVE FUND
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
THIS PROPOSAL APPLIES TO JUNDT GROWTH FUND, JUNDT U.S. EMERGING GROWTH FUND,
JUNDT OPPORTUNITY FUND, AND JUNDT TWENTY-FIVE FUND.
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.
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JUNDT GROWTH FUND AND JUNDT U.S. EMERGING GROWTH FUND
The Fund may not purchase or sell commodities or commodity contracts,
except that, for the purpose of hedging , it may enter into contracts
for the purchase or sale of debt and/or equity securities for future
delivery, including futures contracts and options on domestic and
foreign securities indices.
JUNDT OPPORTUNITY FUND AND JUNDT TWENTY-FIVE FUND
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
RESTRICTIONS:
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 current investment restrictions of the Jundt Growth
Fund and Jundt U.S. Emerging Growth Fund prohibit investments in commodities or
commodity contracts except for certain specified types of financial instruments
that might be categorized as commodities. The purpose of the proposed change is
to standardize the Funds' investment restrictions regarding investments in
commodities, to clarify that the Funds are not permitted to invest in physical
commodities or contracts relating to physical commodities, and to provide Jundt
Growth Fund and Jundt U.S. Emerging Growth Fund, which currently specify which
types of financial instruments or contracts are permissible, with greater
flexibility.
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
<PAGE>
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
THIS PROPOSAL APPLIES TO JUNDT GROWTH FUND, JUNDT U.S. EMERGING GROWTH FUND,
JUNDT OPPORTUNITY FUND, AND JUNDT TWENTY-FIVE FUND.
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.
JUNDT GROWTH FUND AND JUNDT U.S. EMERGING GROWTH FUND
The Fund may not make loans of securities to other persons in excess of
25% of its total assets; provided the Fund may invest without
limitation in short-term obligations (including repurchase agreements)
and publicly distributed obligations.
JUNDT OPPORTUNITY FUND AND JUNDT TWENTY-FIVE FUND
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.
<PAGE>
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. Currently, the maximum amount that any Fund could lend
under the Investment Company Act would be portfolio securities equal to
one-third of the value of the Fund's total assets (including securities lent),
compared to the 25% of total assets permitted under the current investment
restrictions for the Jundt Growth Fund and Jundt U.S. Emerging Growth Fund. The
Jundt Opportunity Fund and Jundt Twenty-Five Fund currently permit loans equal
to one-third of the value of the Fund's total assets.
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.
F. ELIMINATE DIVERSIFICATION INVESTMENT RESTRICTION
THIS PROPOSAL APPLIES TO THE JUNDT GROWTH FUND AND THE JUNDT U.S. EMERGING
GROWTH FUND.
The Jundt Growth Fund and the Jundt U.S. Emerging Growth Fund each have
a fundamental investment restriction related to diversification. It is proposed
that this investment restriction, which is set forth below, be eliminated.
JUNDT GROWTH FUND AND JUNDT U.S. EMERGING GROWTH FUND
The Fund may not with respect to 75% of the Fund's assets, invest more
than 5% of the Fund's assets (taken at market value at the time of
purchase) in the outstanding securities of any single issuer or own
more than 10% of the outstanding voting securities of any one issuer,
in each case other than securities issued or guaranteed by the United
States Government, its agencies or instrumentalities.
Jundt Associates believes that it is appropriate to eliminate this
investment restriction. Each of the Funds has elected to operate as a
"diversified" investment company as defined under the Investment Company Act.
This will not change if you vote to eliminate the investment restriction listed
above. Section 5(b)(1) of the Investment Company Act currently defines a
diversified investment company as one that meets the following requirements:
At least 75% of the value of its total assets is represented by cash
and cash items (including receivables), Government securities,
securities of other investment companies, and other securities for the
purposes of this calculation limited in respect of any one issuer to
an amount not greater in value than 5 per centum of the value of the
total assets of such management company and to not more than 10 per
centum of the outstanding voting securities of such issuer.
<PAGE>
This definition is nearly identical to the diversification investment
restrictions currently in place for Jundt Growth Fund and Jundt U.S. Emerging
Growth Fund, and Jundt Associates therefore feels that these diversification
investment restrictions are redundant and unnecessary.
G. ELIMINATE THE INVESTMENT RESTRICTION RESTRICTING THE PLEDGING OF ASSETS
THIS PROPOSAL APPLIES ONLY TO THE JUNDT GROWTH FUND.
The Jundt Growth Fund has a fundamental investment restriction
restricting its ability to pledge, mortgage or hypothecate its assets. It is
proposed that this investment restriction, which are set forth below, be
eliminated.
JUNDT GROWTH FUND
The Fund may not pledge, mortgage or hypothecate it assets other than
to secure borrowings permitted by restriction 3 above (collateral
arrangements with respect to margin requirements for options and
futures contracts transactions are not deemed to be pledges or
hypothecations for this purpose).
Mutual funds are not required to adopt fundamental investment
restrictions regarding the pledging of assets. However, the Jundt Growth Fund
adopted this fundamental investment restriction as a counterpart to its
fundamental investment restriction limiting borrowing to 15% of net assets. As
discussed above in the proposal regarding borrowing, the Board believes that it
is in each Fund's best interest to have the ability to borrow to the maximum
extent permitted by the Investment Company Act. Similarly, the Board believes
that it is in the Jundt Growth Fund's best interest to be able to pledge assets
to the extent necessary to secure such borrowing. The Board further believes
that limitations on the Fund's ability to pledge its assets are unnecessary
since, even if the Fund is not restricted in its ability to pledge assets, it is
limited in its ability to borrow by the Investment Company Act. Therefore, the
Board is recommending that the above investment restriction be eliminated.
Pledging assets does entail certain risks. To the extent that a Fund
pledges its assets, the Fund may have less flexibility in liquidating its
assets. If a large portion of the Fund's assets are involved, the Fund's ability
to meet redemption requests or other obligations could be delayed. The Board
intends to adopt a non-fundamental investment restriction providing that the
Jundt Growth Fund may mortgage, pledge or hypothecate its assets only to secure
permitted borrowings. Collateral arrangements with respect to futures contracts,
options transactions and certain options transactions will not be considered
pledges by the Funds and will not be restricted. This investment restriction
could be amended or eliminated in the future without shareholder approval.
H. ELIMINATE THE INVESTMENT RESTRICTION RESTRICTING MARGIN PURCHASES AND SHORT
SALES
THIS PROPOSAL APPLIES ONLY TO THE JUNDT GROWTH FUND.
The Jundt Growth Fund has a investment restriction, separate and apart
from its borrowing investment restriction, prohibiting it from purchasing
securities on margin or making short sales of securities, other than for
short-term credit necessary for clearance of purchases and sales and for margin
deposits in connection with transactions in options and futures contracts. It is
proposed that this investment restriction, which is set forth below, be
eliminated.
<PAGE>
JUNDT GROWTH FUND
The Fund may not purchase securities on margin, or make short sales of
securities, except for the use of short-term credit necessary for the
clearance of purchases and sales of portfolio securities, but is may
make margin deposits in connection with transactions in options,
futures contracts and options on futures contracts.
The Jundt Growth Fund adopted this investment restriction in order to
comply with state securities laws that no longer apply. The Board believes that
the portion of the Fund's investment restriction prohibiting the purchase of
securities on margin is not necessary since the Fund's ability to engage in
margin transactions is limited by the Investment Company Act. Margin
transactions involve the purchase of securities with money borrowed from a
broker, with cash or eligible securities being used as collateral against the
loan. A Fund's potential use of margin transactions beyond transactions in
futures and options and for the clearance of purchases and sales of securities,
including the use of margin in ordinary securities transactions, will generally
be limited by the current position taken by the staff of the Commission that
margin transactions with respect to securities are prohibited under the
Investment Company Act because they create senior securities. A Fund's ability
to engage in margin transactions is also limited by the restrictions on
borrowing imposed by the Investment Company Act.
The Board believes that the portion of the investment restrictions
prohibiting short sales of securities is not necessary because the Fund will be
limited in its ability to sell securities short by the restrictions on the
issuance of senior securities imposed by the Investment Company Act. A short
sale is made by selling a security a Fund does not own. A short sale is "against
the box" if the Fund contemporaneously owns, or has the right to obtain at no
added cost, securities identical to those sold short. The Commission staff has
taken the position that a short sale, other than a short sale against the box,
involves the creation of a senior security, and violates the Investment Company
Act prohibition on the issuance of senior securities unless the fund sets aside
cash or liquid securities in an amount equal to the current value of the
securities sold short.
Should shareholders vote to eliminate the current fundamental
investment restrictions, the Board intends to adopt a non-fundamental investment
restriction providing that (a) the Jundt Growth Fund may not make short sales of
securities, other than short sales "against the box," and (b) the Jundt Growth
Fund may not purchase securities on margin, but may obtain such short-term
credits as may be necessary for the clearance of securities transactions and (c)
the Jundt Growth Fund may make margin deposits in connection with futures
contracts. These investment restrictions could be amended or eliminated in the
future without shareholder approval.
I. ELIMINATE THE INVESTMENT RESTRICTION LIMITING INVESTMENTS IN ILLIQUID ASSETS
THIS PROPOSAL APPLIES ONLY TO THE JUNDT GROWTH FUND.
The Jundt Growth Fund has a fundamental investment restriction
restricting its investments in illiquid assets. It is proposed that this
investment restriction, which is set forth below, be eliminated.
JUNDT GROWTH FUND
The Fund may not invest more than 15% of its assets in illiquid
securities.
Mutual funds are not required to adopt fundamental investment
restrictions regarding investments in illiquid assets. However, the Jundt Growth
Fund's adopted the investment restriction to assure that the Fund's portfolio
would consist primarily of securities that are readily marketable, and that the
Fund would therefore be able
1
<PAGE>
to make timely payment for redeemed shares. The Commission's current policy with
respect to investment in illiquid assets, which is similar to the Funds current
investment restriction, permits mutual funds to invest up to 15% of their net
assets in illiquid securities (10% for money market funds).
If shareholders approve elimination of the fundamental investment
restriction regarding investments in illiquid securities, the Jundt Growth Fund
will adopt a non-fundamental investment restriction providing that it may invest
up to 15% of its net assets in illiquid securities. This investment restriction
could be amended or eliminated in the future without shareholder approval.
However, the Board of Directors would not be able to increase the percentage of
a Fund's assets that could be invested in illiquid securities absent a change in
the Commission's position regarding these investments.
J. ELIMINATE THE INVESTMENT RESTRICTION PROHIBITING INVESTING IN COMPANIES FOR
CONTROL
THIS PROPOSAL APPLIES ONLY TO THE JUNDT GROWTH FUND.
The Jundt Growth Fund is subject to a fundamental investment
restriction providing that the Fund may not "make investments for the purpose of
exercising control or management." It is proposed that this investment
restriction be eliminated. The investment restriction was adopted to comply with
state securities laws that no longer apply to the Fund, and Jundt Associates
believes that the investment restriction is not necessary. None of the Funds
invests in companies for the purpose of exercising control over, or managing,
those companies. Elimination of the investment restriction will not change the
way any of the Funds currently subject to the investment restriction is managed.
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.
THIS PROPOSAL APPLIES TO ALL FUNDS
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
2
<PAGE>
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.
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:
o The terms of the New Advisory Agreements (including the fees
payable to Jundt Associates) are substantially identical to
the Existing Advisory Agreements.
o 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 University.
Marcus E. Jundt (35)..... President Vice Chairman of the Jundt
(since 1999) 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
(since 1999) 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.
3
<PAGE>
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 CLASS SHARES OWNED CLASS
OWNER
----------------------------------- ----- ------------ -----
JUNDT GROWTH FUND
Merrill Lynch FBO A 53,805 33.09%
Customer Accounts B 57,070 26.70%
4800 Deer Lake Drive East, 3rd Floor C 35,760 52.56%
Jacksonville, Florida 32246
Vacans Corporation A 12,367 7.61%
Profit Sharing Plan
59 East Horizon Circle
Oro Valley, Arizona 85737
Dain Rauscher Inc. FBO B 10,986 5.14%
Ruth Cliff
Theresa Cliff Ttees
U/W Cameron Cliff
PO box 97
LA Pine, Oregon 97739-0097
James R. Jundt B 1,017,656 19.50%
1550 Utica Avenue South, Suite 950
Minneapolis, Minnesota 55416
JUNDT U.S. EMERGING GROWTH FUND
Merrill Lynch FBO A 268,141 16.97%
Customer Accounts B 617,832 46.72%
4800 Deer Lake Drive East, 3rd Floor C 429,481 49.45%
Jacksonville, Florida 32246
REM Inc. & Affiliates A 221,880 14.04%
Employees Retirement Plan
6921 York Avenue South
Edina, Minnesota 55435
Columbus Circle Trust Co. A 136,692 8.65%
FBO Ironworkers District
Council of New England
1 Station PL
Stamford, CT 06902-6800
Wendel & Co. I 48,580 8.69%
c/o Bank of New York
P.O. Box 1066
Wall Street Station
<PAGE>
New York, New York 10268
James R. Jundt I 430,795 77.10%
1550 Utica Avenue South, Suite 950
Minneapolis, Minnesota 55416
JUNDT OPPORTUNITY FUND
Merrill Lynch FBO A 149,768 13.38%
Customer Accounts B 274,518 23.43%
4800 Deer Lake Drive East, 3rd Floor C 282,220 32.51%
Jacksonville, Florida 32246
REM Inc. & Affiliates A 162,852 14.55%
Employees Retirement Plan
6921 York Avenue South
Edina, Minnesota 55435
Paul W. Bottum and I 60,247 5.10%
Teri B. Bottum JTWROS
1933 Oriole Avenue North
Stillwater, Minnesota 55082
Prudential Securities, Inc. FBO C 63,463 7.31%
Mr. Lary Gunning
8275 N 61st PL
Paradise Valley, AZ 85253-8124
James R. Jundt I 922,237 78.1%
1550 Utica Avenue South, Suite 950
Minneapolis, Minnesota 55416
JUNDT TWENTY-FIVE FUND
Merrill Lynch FBO A 202,024 25.48%
Customer Accounts B 233,870 29.47%
4800 Deer Lake Drive East, 3rd Floor C 404,750 64.54%
Jacksonville, Florida 32246
REM Inc. & Affiliates A 94,637 1.94%
Employees Retirement Plan
U/A DTD 11/22/74
6921 York Avenue South
Edina, MN 55435-2517
James R. Jundt I 400,502 91.00%
1550 Utica Avenue South, Suite 950
Minneapolis, Minnesota 55416
JUNDT MID-CAP GROWTH FUND
Merrill Lynch FBO A 0 0%
<PAGE>
JUNDT SCIENCE & TECHNOLOGY FUND
Merrill Lynch FBO A 0 0%
<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
THE JUNDT GROWTH FUND, INC.
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
JUNDT GROWTH FUND, 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 The Jundt Growth Fund, Inc. (the "Fund"), 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 for
(except as marked to the contrary below) 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
<PAGE>
B. Modify investment restriction regarding concentration in a particular
industry
C. Modify investment restriction regarding investments in real estate
D. Modify investment restriction regarding investments in commodities
E. Modify investment restriction regarding lending
F. Eliminate investment restriction restricting the pledging of assets
G. Eliminate investment restriction restricting margin purchases and
sales
H. Eliminate investment restriction limiting investment in illiquid
securities
I. Eliminate diversification investment restriction
J. Eliminate investment restriction prohibiting investing in companies
for control
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
JUNDT U.S. EMERGING GROWTH FUND
(A SERIES OF JUNDT FUNDS, INC.)
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
JUNDT GROWTH FUND, 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 Jundt U.S. Emerging Growth Fund (the "Fund"), a series of Jundt 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 for
(except as marked to the contrary below) 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.
<PAGE>
A. Modify investment restriction regarding borrowing and the issuance of
senior securities
B. Modify investment restriction regarding concentration in a particular
industry
C. Modify investment restriction regarding investments in real estate
D. Modify investment restriction regarding investments in commodities
E. Modify investment restriction regarding lending
F. Eliminate diversification investment restriction
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
JUNDT OPPORTUNITY FUND
(A SERIES OF JUNDT FUNDS, INC.)
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
JUNDT GROWTH FUND, 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 Jundt Opportunity Fund (the "Fund"), a series of Jundt 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 for
(except as marked to the contrary below) 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.
<PAGE>
A. Modify investment restriction regarding borrowing and the
issuance of senior securities
B. Modify investment restriction regarding concentration in a
particular industry
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
JUNDT TWENTY-FIVE FUND
(A SERIES OF JUNDT FUNDS, INC.)
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
JUNDT GROWTH FUND, 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 Jundt Twenty-Five Fund (the "Fund"), a series of Jundt 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 for
(except as marked to the contrary below) 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.
<PAGE>
A. Modify investment restriction regarding borrowing and the
issuance of senior securities
B. Modify investment restriction regarding concentration in a
particular industry
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
JUNDT MID-CAP GROWTH FUND
(A SERIES OF JUNDT FUNDS, INC.)
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
JUNDT GROWTH FUND, 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 Jundt Mid-Cap Growth Fund (the "Fund"), a series of Jundt 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 for
(except as marked to the contrary below) 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 A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
JUNDT ASSOCIATES, INC.
|_| FOR |_| AGAINST |_| ABSTAIN
3. 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.
<PAGE>
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
JUNDT SCIENCE & TECHNOLOGY FUND
(A SERIES OF JUNDT FUNDS, INC.)
1550 UTICA AVENUE SOUTH, SUITE 950
MINNEAPOLIS, MINNESOTA 55416
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
JUNDT GROWTH FUND, 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 Jundt Science & Technology Fund (the "Fund"), a series of Jundt 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 for
(except as marked to the contrary below) 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 A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN THE FUND AND
JUNDT ASSOCIATES, INC.
|_| FOR |_| AGAINST |_| ABSTAIN
3. 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.
<PAGE>
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: ________________________
