<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(c)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
McM FUNDS
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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 that Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 6-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid: $
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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:
___________________________________________________________________________
2) Form Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
<PAGE>
[LETTERHEAD]
McM FUNDS
One Bush Street, Suite 800
San Francisco, California 94104
1-800-788-9485
October 23, 1996
Dear McM Funds Shareholder:
Enclosed is a ballot and proxy statement for the election of Trustees for the
McM Funds. You will notice we are recommending ratification of two existing
Board members and the election of one new Trustee.
The Trustees have a straight forward responsibility: to represent the best
interests of all shareholders. We are fortunate to have a number of individuals
commiteed to doing just that. Gregory L. Watson and Mark R. Taylor have served
you well in the past and will do so in the future. Regretably, one of our
founding Directors, David B. McCleary, passed away recently so we nominate S.D.
"Zeke" Sicotte as a replacement. Dave served the shareholders very well and we
will miss him as a professional and as a friend.
The attached proxy statment describes the voting process for shareholders. We
urge you to read it carefully and vote in favor of the Trustees nominated. The
election returns will be reported, and the Trustees confirmed, at a Special
Meeting of Shareholders on December 2, 1996. Please return your proxy in the
postage-paid envelope as soon as possible.
Sincerely,
/s/ Terry A. O'Toole
- ---------------------------
Terry A. O'Toole
Chairman of the Board
P.S. Please return you proxy promptly. Your vote is very important no matter
how many shares you own.
<PAGE>
[LETTERHEAD]
McM FUNDS
One Bush Street, Suite 800
San Francisco, California 94104
1-800-788-9485
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
McM FUNDS
To be held December 2, 1996
TO THE SHAREHOLDERS OF McM FUNDS:
NOTICE IS HEREBY GIVEN that a SPECIAL MEETING OF SHAREHOLDERS (the
"Meeting") of McM Funds (the "Trust") will be held on December 2, 1996, at 11:30
a.m. Pacific time, at the offices of the Trust's investment advisor and manager,
McMorgan & Company, One Bush Street, Suite 800, San Francisco, California 94104.
The following matters will be acted upon at that time:
1. To consider the election of three (3) nominees to the Board of
Trustees; and
2. To transact such other business as may properly come before the
Meeting, or any adjournment thereof.
Shareholders of record of the Trust at the close of business on October
7, 1996 (the "Record Date"), are entitled to notice of, and to vote on, the
proposals at the Meeting, or any adjournment thereof.
Shareholders are invited to attend in person. If you plan to attend the
Meeting, so indicate on the enclosed proxy card and return it promptly in the
enclosed envelope. No postage is required if mailed in the United States.
Whether you will be able to attend or not, PLEASE VOTE, SIGN AND DATE THE PROXY
AND RETURN IT PROMPTLY.
By order of the Board of Trustees,
/s/ Deane A. Nelson
-------------------
October 23, 1996 Deane A. Nelson,
San Francisco, California Secretary
PLEASE RETURN YOUR PROXY IMMEDIATELY
<PAGE>
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by or on behalf of the Board of Trustees of McM Funds (the "Trust")
for use at a Special Meeting of Shareholders of the Trust (the "Meeting") to be
held on December 2, 1996, at 11:30 a.m. Pacific time at the offices of the
Trust's investment advisor and manager, McMorgan & Company (the "Advisor"), One
Bush Street, Suite 800, San Francisco, California 94104, and at any adjournment
thereof. This Proxy Statement and the accompanying form of proxy was first
mailed to shareholders on or about October 23, 1996.
The Trust is an open-end, management investment company, as defined in
the Investment Company Act of 1940, as amended. The Trust offers shares of five
separate series or funds: McM Principal Preservation Fund, McM Intermediate
Fixed Income Fund, McM Fixed Income Fund, McM Balanced Fund and McM Equity
Investment Fund (each a "Fund" and collectively, the "Funds").
All proxies solicited by the Board of Trustees which are properly
executed and received by the Secretary prior to the Meeting will be voted at the
Meeting in accordance with the shareholders' instructions thereon. If no
instruction is given on a proxy, it will be voted FOR the election of each of
the nominees for trustee named below unless authority to vote for a particular
nominee is withheld. This Proxy Statement and the enclosed Proxy are expected to
be first distributed to shareholders on or about October 23, 1996.
Shareholders of record of the Funds on the Record Date are entitled to
notice of, and to vote on, the proposals at the Meeting and any adjournment
thereof. At the close of business on October 7, 1996, there were 39,182,358.398
shares of the Trust outstanding, comprised of 26,626,747.300 shares of the McM
Principal Preservation Fund, 8,345,189.626 shares of the McM Intermediate Fixed
Income Fund, 808,132.925 shares of the McM Fixed Income Fund, 1,424,255.357
shares of the McM Balanced Fund and 1,978,033.190 shares of the McM Equity
Investment Fund.
One third of the shares issued and outstanding and entitled to vote,
present in person or represented by proxy, constitute a quorum for the
transaction of business at the Meeting. If a quorum is not present or
represented at the Meeting, the holders of a majority of the shares present in
person or by proxy shall have the power to adjourn the Meeting to a later date,
without notice other than announcement at the Meeting, until a quorum shall be
present or represented. Votes cast by proxy or in person at the Meeting will be
counted by persons appointed by the Trust to act as election inspectors for the
Meeting.
As a general matter, all shares of the Trust entitled to vote on a
matter may vote on a one-vote-per-share basis in dollar weighted proportion to
the other Funds and each fractional share is entitled to a proportionate dollar
weighted fractional vote; provided, however, if a matter to be voted on affects
only the interests of a particular Fund, then only the shareholders of such
affected Fund are entitled to vote on the matter.
An affirmative vote of a plurality of the aggregate outstanding shares
of the Funds present in person or by proxy and voting is necessary to elect each
of the three nominees as trustees (Proposal 1).
In the event that a quorum is present, but sufficient votes in favor of
the amendments are not received by the time scheduled for the Meeting, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of the shares present in person or by proxy at
the session of the Meeting adjourned. The persons named as proxies will vote in
favor of or against any such adjournment in direct proportion to the proxies
received for or against the proposed amendments.
The Board of Trustees knows of no business other than that specifically
mentioned in the Notice of Special Meeting of Shareholders which will be
presented for consideration at the Meeting. If any matters are properly
presented, it is the intention of the persons named in the enclosed proxy to
vote in accordance with their best judgment. Abstentions and broker non-votes
will be included for purposes of determining whether a quorum is present at the
Meeting, but will be treated as votes not cast and, therefore, will not be
counted for purposes of determining whether matters to be voted upon at the
Meeting have been approved.
2
<PAGE>
The election inspectors will count the total number of votes cast "for"
approval of the proposals for the purpose of determining whether sufficient
affirmative votes have been cast. The election inspectors will count shares
represented by proxies that withhold authority to vote for a nominee for
election as a trustee or that reflect abstentions or "broker non-votes" (i.e.,
shares held by brokers or nominees as to which: (i) instructions have not been
received from the beneficial owners or persons entitled to vote; and (ii) the
broker or nominee does not have the discretionary voting power on a particular
matter) as shares that are present and entitled to vote on the matter for
purposes of determining the presence of a quorum. With respect to the election
of trustees, and other proposals, withholding authority to vote, abstentions,
and broker non-votes have the effect of a negative vote on the proposal.
As of the Record Date, the following persons owned beneficially more
than 5% of the outstanding voting shares of the Funds, as applicable:
McM PRINCIPAL PRESERVATION FUND
<TABLE>
<CAPTION>
<S> <C>
Name & Address of Beneficial Owners Percentage of McM Principal Preservation Fund
- ----------------------------------- ----------------------------------------------
Cement Masons Vacation Holiday Trust Fund 22.75%
Suisun CA
McMorgan & Company 18.98%
San Francisco CA
Trust U.A. 350 Supplemental Annuity Plan 16.05%
Los Angeles CA
Northern California Pipe Trades 5.05%
Health & Welfare Trust Fund
Oakland CA
McM INTERMEDIATE FIXED INCOME FUND
Name & Address of Beneficial Owners Percentage of McM Intermediate Fixed Income Fund
- ----------------------------------- -------------------------------------------------
Northern California Pipe Trades 12.36%
Health & Welfare Trust Fund
Oakland CA
Stationary Engineers No. 39 10.54%
Health & Welfare Trust Fund
Calabasas CA
Cement Masons Health & Welfare Trust Fund 10.49%
Suisun CA
Bay Counties District Council of Carpenters 7.15%
Oakland CA
Northern Nevada Operating Engineers 6.74%
Health & Welfare Trust Fund
Los Angeles CA
McM FIXED INCOME FUND
Name & Address of Beneficial Owners Percentage of McM Fixed Income Fund
- ----------------------------------- -----------------------------------
Industrial Carpenters Pension Fund * 43.34%
Oakland CA
Industrial Carpenters & Precast Industry * 34.97%
Pension Fund
Oakland CA
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
McM BALANCED FUND
Name & Address of Beneficial Owners Percentage of McM Balanced Fund
- ----------------------------------- --------------------------------
UA Local 290 Plumber Steamfitter & Shipfitter 22.73%
Retiree Health Trust
Portland OR
IBEW Local 48 General Fund 11.62%
Portland OR
UA Local 38 Pipe Trades Defined 9.40%
Contribution Plan
San Francisco CA
Sheet Metal Production Workers of Northern 8.11%
California Beneficial Trust Fund
Oakland CA
Vanbourg Weinberg Roger & Rosenfeld 6.74%
Oakland CA
UA 350 Supplemental Annuity Plan 5.20%
Los Angeles CA
McM EQUITY INVESTMENT FUND
Name & Address of Beneficial Owners Percentage of McM Equity Investment Fund
- ----------------------------------- -----------------------------------------
Operating Engineers Health & Welfare Trust Fund 21.25%
Calabasas CA
Wendel & Co. 12.80%
New York NY
Pensioned Operating Engineers 12.50%
Health & Welfare Fund
Calabasas CA
</TABLE>
* Pursuant to the definition set forth in the Investment Company Act of
1940, as amended, these persons are deemed "control persons" by nature
of their significant holdings in the respective Fund. This does not
mean, however, that these persons manage the affairs of the Trust. The
Advisor maintains sole responsibility over the affairs of the Trust
pursuant to its investment advisory agreement with the Trust.
As of the Record Date, the trustees and officers of the Trust,
individually, owned less than 1% of the outstanding shares of the McM Principal
Preservation Fund, McM Intermediate Fixed Income Fund, McM Fixed Income Fund and
McM Balanced Fund, respectively and of the Trust. As of the Record Date the
trustees and officers as a group owned 1.51% of McM Fixed Income Fund, 1.33% of
McM Balanced Fund and 3.01% of McM Equity Investment Fund.
Shareholders who execute proxies retain the right to revoke them at any
time before they are voted by notifying the Trust or by voting at the Meeting. A
proxy, when executed and not revoked, will be voted as directed. In the absence
of such direction, proxies will be voted in favor of all applicable proposals.
4
<PAGE>
The solicitation of proxies is being made primarily through mailing
this Proxy Statement and the accompanying Proxy. Additional solicitation may be
made by the officers or trustees of the Trust by mail, telephone or telegraph,
or in person. It is not anticipated that any solicitations will be made by
specially engaged employees or paid proxy solicitors. The cost of the
preparation of this Proxy Statement and Proxy and the costs of solicitation will
be borne by the Trust.
Audited financial statements of McM Principal Preservation Fund, McM
Intermediate Fixed Income Fund, McM Fixed Income Fund, McM Balanced Fund and McM
Equity Investment Fund, in the form of an Annual Report dated June 30, 1996,
have been mailed prior to this proxy mailing. The Annual Report is not to be
regarded as proxy soliciting material. The Trust will furnish, without charge, a
copy of the Funds' Annual Report to any shareholder who requests the Report.
Shareholders may obtain the Annual Report by calling McMorgan & Company, One
Bush Street, Suite 800, San Francisco, California 94104 at 1-800-788-9485.
===============================================================================
PROPOSAL NO. 1
ELECTION OF TRUSTEES
===============================================================================
At the Meeting three (3) trustees will be elected. Each trustee so
elected will hold office until his/her successor is elected and qualifies, or
until his/her term as trustee is terminated as provided in the Trust's By-Laws.
Each of the three nominees listed below for election to the Board of Trustees
has consented to be nominated and to serve, if elected, as trustee. If any of
the nominees are unavailable to serve as trustee, the proxies will be voted for
such other persons as the Board of Trustees may recommend. The Trust currently
knows of no reason why any of the nominees listed below will be unable to serve
if elected. Messrs. Watson and Taylor have served in their capacities as
trustees since March 4, 1996 and were elected to serve by the Board of Trustees
at a Board of Trustees meeting held on March 4, 1996. Messrs. Watson and Taylor
are interested persons and employees of the Advisor. The third nominee, S.D.
Sicotte, is not currently serving on the Board of Trustees of the Trust. Mr.
Sicotte has been nominated by a nominating committee comprised of the Chairman
and the two current trustees who are not interested persons of the Advisor,
Messrs. Rose and Rosenblum. Mr. Sicotte is not an interested person of the
Advisor. If elected, he will fill the vacancy created by the recent death of
trustee David B. McCleary.
The following table sets forth information with respect to the nominees
for election as trustees and the current Board of Trustees:
Trustees and Nominees
<TABLE>
<CAPTION>
Position(s) Held Trustee Principal Occupation(s) During
Trustees With Registrant Age Since Past 5 Years and Directorships
- -------- --------------- --- ----- ------------------------------
<S> <C> <C> <C> <C>
Terry A. O'Toole, CPA* (1) Chairman & 49 1994 President and CEO, McMorgan & Company.
McMorgan & Company President
One Bush Street, Suite 800
San Francisco, CA 94104
Robert R. Barron* Trustee, Vice 51 1994 Executive Vice President, McMorgan &
McMorgan & Company President & Company.
101 N. Brand Boulevard, Treasurer
#1220
Glendale, CA 90071
Kenneth I. Rosenblum Trustee 55 1994 Independent Consultant; President and Chief
1299 Ocean Avenue Operations Officer, Dimension Fund
Suite 333 Advisors, Inc.
Santa Monica, CA 90401
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Position(s) Held Trustee Principal Occupation(s) During
Trustees With Registrant Age Since Past 5 Years and Directorships
- -------- --------------- --- ----- ------------------------------
<S> <C> <C> <C> <C>
Walter B. Rose Trustee 50 1994 Partner, McBain, Rose Partners.
McBain, Rose Partners
355 S. Grand Avenue,
Suite 4295
Los Angeles, CA 90071
Mark R. Taylor * Trustee 37 Nominee Vice President, McMorgan & Company.
McMorgan & Company
One Bush Street, Suite 800
San Francisco, CA 94104
Gregory L. Watson, CFA * Trustee 51 Nominee Executive Vice President, McMorgan &
McMorgan & Company Company.
One Bush Street, Suite 800
San Francisco, CA 94104
S.D. Sicotte N/A 65 N/A Chairman and Chief Executive Officer,
2047 Byron Street Hemming Morse, Inc.
Palo Alto, CA 94301
</TABLE>
The following sets forth information with respect to the principal
executive officers of the Trust (unless otherwise specified, the address of each
of the following persons is McMorgan & Company, One Bush Street, Suite 800, San
Francisco, California 94104). The officers of the Trust serve for one year or
until their respective successors are chosen and qualified. Such officers
receive no compensation from the Trust, but are also employees of McMorgan &
Company and receive compensation in such capacities.
Executive Officers of the Trust
<TABLE>
<CAPTION>
Executive Officer Position Held Officer Principal Occupation(s) During
of the Trust with Registrant Age Since Past 5 Years and Directorships
- ------------ --------------- --- ----- ------------------------------
<S> <C> <C> <C> <C>
Deane A. Nelson* Vice President & 50 1994 Vice President, McMorgan & Company;
Secretary prior thereto Vice President, Security Pacific
Bank.
Robert M. Hirsch* Compliance 42 1994 General Counsel, McMorgan & Company;
Officer prior thereto Partner, Van Bourg, Weinberg,
Roger & Rosenfeld.
</TABLE>
* These trustees and officers are considered "interested persons" of the
Funds within the meaning of Section 2(a)(19) of the Investment Company
Act of 1940, as amended. The trustees and officers considered
"interested persons" are so deemed by reason of their affiliation with
the Trust's investment advisor and as a result of being a trustee
and/or officer of the Trust.
(1) Terry A. O'Toole is a minority shareholder of the outstanding voting
securities of McMorgan & Company.
The Trust pays each non-interested trustee an annual fee of $4,000,
$200 per meeting attended, plus reimbursement for out-of-pocket expenses
incurred in connection with travel and attendance at Board Meetings. The Trust
has not adopted a pension plan or any other plan that would afford benefits in
any way to its trustees. No officer or employee of McMorgan & Company receives
any compensation from the Funds for acting as a trustee of the Funds. Set forth
below are the total fees which were paid to each of the trustees who are not
"interested persons" during the fiscal year ended June 30, 1996.
6
<PAGE>
<TABLE>
<CAPTION>
Aggregate Total Compensation from (1)
Name of Trustee Compensation From Trust Trust and Trust Complex
- --------------- ----------------------- -------------------------
<S> <C> <C>
Kenneth I. Rosenblum $4,800 $4,800
Walter B. Rose $4,600 $4,600
S.D. Sicotte N/A N/A
</TABLE>
(1) This amount represents the aggregate amount of compensation paid to the
trustees for service on the Board of Trustees for the Trust's most
recently completed fiscal year. No trustee served on the Board of
Directors of another investment company managed by the Advisor.
The Trust has a separate nominating committee, whose members are
Messrs. Rose, Rosenblum and O'Toole. Subject to the provisions of the Investment
Company Act of 1940, as amended, the trustees have filled and will continue to
fill any vacancies on the Board, provided that a majority of the trustees have
been approved by the shareholders. The Trust also has an Audit Committee of
which Messrs. Rose and Rosenblum are members. There were four meetings of the
Board of Trustees and one of its Audit Committee during the fiscal year ended
June 30, 1996. All of the incumbent trustees attended at least 75% of the
aggregate of the total number of Board of Trustees' meetings held and the total
number of meetings held by all committees of the Board on which they served
during their tenure in the fiscal year ended June 30, 1996. The Audit Committee,
which met on September 9, 1996, has the responsibility, among other things, to:
(i) recommend the selection of the Trust's independent auditors; (ii) review and
approve the scope of the independent auditors' audit activity; (iii) review the
financial statements which are subject to the independent auditors'
certification; and (iv) review with the independent auditors the adequacy of the
Trust's basic accounting system and the effectiveness of the Trust's internal
audit activities and internal accounting controls.
Recommendation:
- ---------------
The trustees previously elected by the shareholders unanimously
recommend a vote FOR each nominee. The trustees believe that the
nominees will serve the best interests of shareholders. Shareholders
vote together on this issue. Votes will be counted in the aggregate in
dollar weighted proportion. An affirmative vote of a plurality of the
outstanding shares of the Trust present in person or by proxy and
voting is necessary to elect the nominees for trustees. Unless a
contrary specification is made, any executed but unmarked proxy will be
voted FOR this Proposal No. 1.
Information Concerning the Trust's Advisor.
McMorgan & Company serves as investment advisor for each of the Funds
and is registered as an investment advisor under the Investment Advisers Act of
1940, as amended. The Advisor advises private accounts as well as the Funds. As
of June 30, 1996, the Advisor managed approximately $15 billion in assets,
consisting primarily of retirement plans and health and welfare funds for
jointly trusteed funds. McMorgan & Company was organized in 1969.
Information Concerning the Trust's Distributor and Administrator.
FPS Broker Services, Inc. (the "Distributor") is the distributor of
each Fund of the Trust pursuant to an Underwriting Agreement dated May 9, 1994,
which was last approved at a meeting of the Trust's Board of Trustees held on
March 4, 1996. The Distributor is a Pennsylvania corporation formed on April 19,
1989, and is a broker-dealer registered with the U.S. Securities and Exchange
Commission and a member of the National Association of Securities Dealers, Inc.
The Distributor, located at 3200 Horizon Drive, King of Prussia, Pennsylvania
19406-0903, is a wholly-owned subsidiary of FPS Services, Inc. (the servicing
agent, administrator, transfer agent and accounting/pricing agent for the
Trust). FPS Services, Inc. is located at the same address as the Distributor. At
the present time, the Distributor serves as distributor for 17 other
nonaffiliated fund groups.
7
<PAGE>
===============================================================================
SUBMISSION OF SHAREHOLDER PROPOSALS
===============================================================================
The Trust is not required, nor does it intend, to hold regular annual
meetings of its shareholders. Any shareholder who wishes to submit a proposal
for consideration at the next meeting of shareholders, when and if such a
meeting is called, should submit such proposal promptly.
Shareholders may receive, upon request and without charge, a copy of
the Trust's Annual Report and most recent Semi-Annual Report by contacting
McMorgan & Company, One Bush Street, Suite 800, San Francisco, California at
1-800-788-9485
Respectfully Submitted,
/s/ Deane A. Nelson
October 23, 1996 ------------------------------
Deane A. Nelson,
Secretary
8
<PAGE>
PROXY THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES PROXY
OF McM FUNDS (the "Trust") - McM PRINCIPAL PRESERVATION FUND
SPECIAL MEETING -- DECEMBER 2, 1996 AT 11:30 A.M. PACIFIC TIME
The undersigned hereby appoints Terry A. O'Toole and Deane A. Nelson, and each
of them, with the power of substitution, as Proxies, and hereby authorizes them
to vote as designated below, as effectively as the undersigned could do if
personally present, all the shares of McM PRINCIPAL PRESERVATION FUND held of
record by the undersigned on October 7, 1996, at the Special Meeting of
Shareholders, or any adjournment thereof, to be held at 11:30 a.m. Pacific time
on December 2, 1996 at the offices of the Trust's investment advisor, McMorgan &
Company, One Bush Street, Suite 800, San Francisco, California 94104.
1. ELECTION OF A BOARD OF TRUSTEES.
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name on the list below.)
Mark R. Taylor Gregory L. Watson S.D. Sicotte
2. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, OR
ANY ADJOURNMENT THEREOF.
/ / GRANT / / WITHHOLD
(Continued and to be signed on reverse.)
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY
IN THE POSTAGE-PAID ENVELOPE PROVIDED.
This Proxy is solicited on behalf of the Board of Trustees and when properly
executed will be voted as specified. If no specification is made, the
undersigned's vote, as a shareholder of McM Principal Preservation Fund, will be
cast for Proposal (1). If any other matters properly come before the meeting
about which the proxy holders were not aware prior to the time of the
solicitation, authorization is given to the proxy holders to vote in accordance
with the views of management thereon. The management is not aware of any such
matters. The undersigned acknowledges receipt of the Notice of Meeting and Proxy
Statement dated October 23, 1996. Please sign exactly as your name appears
below. When shares are held by joint tenants, both should sign.
-----------------------------------
-----------------------------------
Signature*
Dated: , 1996
-----------------------
* Please sign exactly as your name appears on this Proxy. If signing for an
estate, trust or corporation, title or capacity should be stated.
============================================================================
CHECK HERE / / IF YOU PLAN TO ATTEND THE MEETING. (__PERSON(S) WILL ATTEND.)
============================================================================
<PAGE>
PROXY THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES PROXY
OF McM FUNDS (the "Trust") - McM INTERMEDIATE FIXED INCOME FUND
SPECIAL MEETING -- DECEMBER 2, 1996 AT 11:30 A.M. PACIFIC TIME
The undersigned hereby appoints Terry A. O'Toole and Deane A. Nelson, and each
of them, with the power of substitution, as Proxies, and hereby authorizes them
to vote as designated below, as effectively as the undersigned could do if
personally present, all the shares of McM INTERMEDIATE FIXED INCOME FUND held of
record by the undersigned on October 7, 1996, at the Special Meeting of
Shareholders, or any adjournment thereof, to be held at 11:30 a.m. Pacific time
on December 2, 1996 at the offices of the Trust's investment advisor, McMorgan &
Company, One Bush Street, Suite 800, San Francisco, California 94104.
1. ELECTION OF A BOARD OF TRUSTEES.
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name on the list below.)
Mark R. Taylor Gregory L. Watson S.D. Sicotte
2. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, OR
ANY ADJOURNMENT THEREOF.
/ / GRANT / / WITHHOLD
(Continued and to be signed on reverse.)
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY
IN THE POSTAGE-PAID ENVELOPE PROVIDED.
This Proxy is solicited on behalf of the Board of Trustees and when properly
executed will be voted as specified. If no specification is made, the
undersigned's vote, as a shareholder of McM intermediate Fixed Income Fund, will
be cast for Proposal (1). If any other matters properly come before the meeting
about which the proxy holders were not aware prior to the time of the
solicitation, authorization is given to the proxy holders to vote in accordance
with the views of management thereon. The management is not aware of any such
matters. The undersigned acknowledges receipt of the Notice of Meeting and Proxy
Statement dated October 23, 1996. Please sign exactly as your name appears
below. When shares are held by joint tenants, both should sign.
-----------------------------------
-----------------------------------
Signature*
Dated: , 1996
-----------------------
* Please sign exactly as your name appears on this Proxy. If signing for an
estate, trust or corporation, title or capacity should be stated.
============================================================================
CHECK HERE / / IF YOU PLAN TO ATTEND THE MEETING. (__PERSON(S) WILL ATTEND.)
============================================================================
<PAGE>
PROXY THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES PROXY
OF McM FUNDS (the "Trust") - McM FIXED INCOME FUND
SPECIAL MEETING -- DECEMBER 2, 1996 AT 11:30 A.M. PACIFIC TIME
The undersigned hereby appoints Terry A. O'Toole and Deane A. Nelson, and each
of them, with the power of substitution, as Proxies, and hereby authorizes them
to vote as designated below, as effectively as the undersigned could do if
personally present, all the shares of McM FIXED INCOME FUND held of
record by the undersigned on October 7, 1996, at the Special Meeting of
Shareholders, or any adjournment thereof, to be held at 11:30 a.m. Pacific time
on December 2, 1996 at the offices of the Trust's investment advisor, McMorgan &
Company, One Bush Street, Suite 800, San Francisco, California 94104.
1. ELECTION OF A BOARD OF TRUSTEES.
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name on the list below.)
Mark R. Taylor Gregory L. Watson S.D. Sicotte
2. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, OR
ANY ADJOURNMENT THEREOF.
/ / GRANT / / WITHHOLD
(Continued and to be signed on reverse.)
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY
IN THE POSTAGE-PAID ENVELOPE PROVIDED.
This Proxy is solicited on behalf of the Board of Trustees and when properly
executed will be voted as specified. If no specification is made, the
undersigned's vote, as a shareholder of McM Fixed Income Fund, will be
cast for Proposal (1). If any other matters properly come before the meeting
about which the proxy holders were not aware prior to the time of the
solicitation, authorization is given to the proxy holders to vote in accordance
with the views of management thereon. The management is not aware of any such
matters. The undersigned acknowledges receipt of the Notice of Meeting and Proxy
Statement dated October 23, 1996. Please sign exactly as your name appears
below. When shares are held by joint tenants, both should sign.
-----------------------------------
-----------------------------------
Signature*
Dated: , 1996
-----------------------
* Please sign exactly as your name appears on this Proxy. If signing for an
estate, trust or corporation, title or capacity should be stated.
============================================================================
CHECK HERE / / IF YOU PLAN TO ATTEND THE MEETING. (__PERSON(S) WILL ATTEND.)
============================================================================
<PAGE>
PROXY THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES PROXY
OF McM FUNDS (the "Trust") - McM BALANCED FUND
SPECIAL MEETING -- DECEMBER 2, 1996 AT 11:30 A.M. PACIFIC TIME
The undersigned hereby appoints Terry A. O'Toole and Deane A. Nelson, and each
of them, with the power of substitution, as Proxies, and hereby authorizes them
to vote as designated below, as effectively as the undersigned could do if
personally present, all the shares of McM BALANCED FUND held of record by the
undersigned on October 7, 1996, at the Special Meeting of Shareholders, or any
adjournment thereof, to be held at 11:30 a.m. Pacific time on December 2, 1996
at the offices of the Trust's investment advisor, McMorgan & Company, One
Bush Street, Suite 800, San Francisco, California 94104.
1. ELECTION OF A BOARD OF TRUSTEES.
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name on the list below.)
Mark R. Taylor Gregory L. Watson S.D. Sicotte
2. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, OR
ANY ADJOURNMENT THEREOF.
/ / GRANT / / WITHHOLD
(Continued and to be signed on reverse.)
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY
IN THE POSTAGE-PAID ENVELOPE PROVIDED.
This Proxy is solicited on behalf of the Board of Trustees and when properly
executed will be voted as specified. If no specification is made, the
undersigned's vote, as a shareholder of McM Balanced Fund, will be
cast for Proposal (1). If any other matters properly come before the meeting
about which the proxy holders were not aware prior to the time of the
solicitation, authorization is given to the proxy holders to vote in accordance
with the views of management thereon. The management is not aware of any such
matters. The undersigned acknowledges receipt of the Notice of Meeting and Proxy
Statement dated October 23, 1996. Please sign exactly as your name appears
below. When shares are held by joint tenants, both should sign.
-----------------------------------
-----------------------------------
Signature*
Dated: , 1996
-----------------------
* Please sign exactly as your name appears on this Proxy. If signing for an
estate, trust or corporation, title or capacity should be stated.
============================================================================
CHECK HERE / / IF YOU PLAN TO ATTEND THE MEETING. (__PERSON(S) WILL ATTEND.)
============================================================================
<PAGE>
PROXY THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES PROXY
OF McM FUNDS (the "Trust") - McM EQUITY INVESTMENT FUND
SPECIAL MEETING -- DECEMBER 2, 1996 AT 11:30 A.M. PACIFIC TIME
The undersigned hereby appoints Terry A. O'Toole and Deane A. Nelson, and each
of them, with the power of substitution, as Proxies, and hereby authorizes them
to vote as designated below, as effectively as the undersigned could do if
personally present, all the shares of McM EQUITY INVESTMENT FUND held of
record by the undersigned on October 7, 1996, at the Special Meeting of
Shareholders, or any adjournment thereof, to be held at 11:30 a.m. Pacific time
on December 2, 1996 at the offices of the Trust's investment advisor, McMorgan &
Company, One Bush Street, Suite 800, San Francisco, California 94104.
1. ELECTION OF A BOARD OF TRUSTEES.
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name on the list below.)
Mark R. Taylor Gregory L. Watson S.D. Sicotte
2. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, OR
ANY ADJOURNMENT THEREOF.
/ / GRANT / / WITHHOLD
(Continued and to be signed on reverse.)
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY
IN THE POSTAGE-PAID ENVELOPE PROVIDED.
This Proxy is solicited on behalf of the Board of Trustees and when properly
executed will be voted as specified. If no specification is made, the
undersigned's vote, as a shareholder of McM Equity Investment Fund, will be
cast for Proposal (1). If any other matters properly come before the meeting
about which the proxy holders were not aware prior to the time of the
solicitation, authorization is given to the proxy holders to vote in accordance
with the views of management thereon. The management is not aware of any such
matters. The undersigned acknowledges receipt of the Notice of Meeting and Proxy
Statement dated October 23, 1996. Please sign exactly as your name appears
below. When shares are held by joint tenants, both should sign.
-----------------------------------
-----------------------------------
Signature*
Dated: , 1996
-----------------------
* Please sign exactly as your name appears on this Proxy. If signing for an
estate, trust or corporation, title or capacity should be stated.
============================================================================
CHECK HERE / / IF YOU PLAN TO ATTEND THE MEETING. (__PERSON(S) WILL ATTEND.)
============================================================================
