JURIKA & VOYLES FUND GROUP
1999 Harrison Street, Suite 700
Oakland, California 94612
(800) 584-6878
Notice of Special Meeting
To Be Held December 5, 1996
To the shareholders of Jurika & Voyles Mini-Cap Fund, Jurika & Voyles Value +
Growth Fund and Jurika & Voyles Balanced Fund (each, a "Fund" and collectively,
the "Funds"), each a separate series of Jurika & Voyles Fund Group (the
"Trust"), for a Special Meeting of each Fund to be held on December 5, 1996:
Notice is hereby given that a Special Meeting (the "Meeting") of
shareholders of each Fund, will be held on December 5, 1996, at 10:00 a.m.,
Pacific Standard Time, at the offices of the Trust, 1999 Harrison Street, Suite
700, Oakland, California 94612. At the Meeting, you and the other shareholders
of each Fund will be asked to consider and vote:
1. To approve or disapprove a new Investment Management Agreement between
each Fund and J.V. Partners, L.P. ("New Jurika & Voyles") pursuant to
which New Jurika & Voyles will act as adviser with respect to the
assets of each Fund, to become effective upon the acquisition of the
assets of Jurika & Voyles, Inc. by New England Investment Companies,
L.P.;
2. To elect three additional disinterested Trustees to the Board of
Trustees; and
3. To transact such other business as may properly come before the Meeting
or any adjournments thereof.
Shareholders of record at the close of business on October 17, 1996 are
entitled to notice of, and to vote at, the Meeting. Shareholders of each Fund
will vote separately to approve or disapprove proposal no. 1, but will vote
together with respect to the nominees named in proposal no. 2. Please read the
accompanying Proxy Statement. Regardless of whether you plan to attend the
Meeting, PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY CARD so
that a quorum will be present and a maximum number of shares may be voted. If
you attend the Meeting, you may change your vote at that time.
By Order of the Board of Trustees
William K. Jurika
Chairman and Principal Executive Officer
Oakland, California
November 1, 1996
<PAGE>
JURIKA & VOYLES FUND GROUP
1999 Harrison Street, Suite 700
Oakland, California 94612
(800) 584-6878
PROXY STATEMENT
To the shareholders of Jurika & Voyles Mini-Cap Fund, Jurika & Voyles Value +
Growth Fund and Jurika & Voyles Balanced Fund (each, a "Fund" and collectively,
the "Funds"), each a separate diversified series of Jurika & Voyles Fund Group
(the "Trust"), an open-end management investment company, for a Special Meeting
of shareholders of each Fund to be held on December 5, 1996:
This Proxy Statement is furnished by the Trust to the shareholders of
each Fund. This Proxy Statement is furnished on behalf of the Trust's Board of
Trustees in connection with each Fund's solicitation of voting instructions for
use at a Special Meeting of Shareholders of each Fund (the "Meeting") to be held
on December 5, 1996 at 10:00 a.m., Pacific Standard Time, at the offices of the
Trust, 1999 Harrison Street, Suite 700, Oakland, California 94612 for the
purposes set forth below and in the accompanying Notice of Special Meeting. The
approximate mailing date of this Proxy Statement is November 1, 1996. At the
Meeting, the shareholders of each Fund will be asked:
1. To approve or disapprove a new investment advisory agreement
between each Fund and J.V. Partners, L.P. ("New Jurika &
Voyles") pursuant to which New Jurika & Voyles will act as
adviser with respect to the assets of each Fund, to become
effective upon the acquisition of the assets of Jurika &
Voyles, Inc. ("Jurika & Voyles") by New England Investment
Companies, L.P. ("NEIC");
2. To elect three additional disinterested Trustees to the Board
of Trustees; and
3. To transact such other business as may properly come before
the Meeting or any adjournments thereof.
Shareholders of each Fund will vote separately to approve or disapprove
proposal no. 1 but will vote together with respect to the nominees named in
proposal no. 2.
Any voting instructions given to a Fund may be revoked at any time
before the Meeting by notifying the Secretary of the Trust.
The Trust will request broker-dealer firms, custodians, nominees and
fiduciaries to forward proxy materials to the beneficial owners of the shares of
each Fund held of record by such persons. Jurika & Voyles or NEIC may reimburse
such broker-dealer firms, custodians,
1
<PAGE>
nominees and fiduciaries for their reasonable expenses incurred in connection
with such proxy solicitation. In addition to the solicitation of proxies by
mail, officers and employees of the Trust, without additional compensation, may
solicit proxies in person or by telephone. The costs associated with such
solicitation and the Meeting will be borne by the parties to the Partnership
Admission Agreement (defined and described below) and not by any Fund or the
Trust.
Shareholders of each Fund at the close of business on October 17, 1996
will be entitled to be present and vote at the Meeting. As of that date, there
were: ___________ shares of Jurika & Voyles Mini-Cap Fund, ________ shares of
Jurika & Voyles Value + Growth Fund and ________ shares of Jurika & Voyles
Balanced Fund outstanding and entitled to vote, representing total net assets of
approximately $_________, $_________ and $_________, respectively.
To the knowledge of the Trust's management, as of October 17, 1996 the
officers and Trustees of the Trust owned, as a group, less than 1% of the shares
of each Fund.
[CONFIRM]
To the knowledge of the Trust's management, as of October 17, 1996, the
only persons owning beneficially more than 5% of the outstanding shares of each
Fund were as follows: [TO BE COMPLETED].
Each Fund's current investment adviser is Jurika & Voyles, Inc., 1999
Harrison Street, Suite 700, Oakland, California 94612. Each Fund's distributor
is First Fund Distributors, Inc., 4455 East Camelback, Suite 261E, Phoenix,
Arizona 85018. Each Fund's administrator is Investment Company Administration
Corporation, 2025 East Financial Way, Suite 101, Glendora, California 91741.
The persons named in the accompanying proxy will vote in each case as
directed in the proxy, but in the absence of such direction, they intend to vote
FOR proposal no. 1 and all nominees in proposal no. 2 and may vote in their
discretion with respect to other matters not now known to the Board of Trustees
that may be presented to the Meeting.
2
<PAGE>
PROPOSAL NO. 1:
---------------
APPROVAL OR DISAPPROVAL OF INVESTMENT
ADVISORY AGREEMENT BETWEEN
EACH FUND AND THE ADVISER
Background
- - ----------
General. The Meeting has been called for the purpose of considering a
new advisory agreement for each Fund as a result of a proposed transaction (the
"Proposed Transaction") whereby NEIC would acquire substantially all of the
assets of Jurika & Voyles, the current investment adviser of each Fund. NEIC
would then contribute such assets to J.V. Partners, L.P. ("New Jurika &
Voyles"), a limited partnership, of which NEIC is the sole limited partner and
J.V. Asset Management, Inc., a wholly owned subsidiary of an affiliate of NEIC,
is the sole general partner, which would carry on the business of Jurika &
Voyles under Jurika & Voyles' current name. (Jurika & Voyles, Inc. and J.V.
Partners, L.P. are hereinafter sometimes collectively referred to as the
"Adviser"). The Proposed Transaction represents an ownership change and, as
such, has the effect of terminating the existing Investment Management Agreement
with respect to each Fund. Accordingly, shareholders of each Fund are being
asked to approve a new Investment Management Agreement (the "New Advisory
Agreement") with respect to the relevant Fund. The New Advisory Agreement
embodies exactly the same terms and fees with New Jurika & Voyles. The Trust's
Board of Trustees has approved the New Advisory Agreement, subject to approval
by the shareholders of each Fund, to become effective on the consummation of the
Proposed Transaction.
Existing Advisory Agreement
- - ---------------------------
Jurika & Voyles currently serves as the adviser for each Fund under an
Investment Management Agreement (the "Existing Advisory Agreement") dated
September 30, 1994. The Existing Advisory Agreement provides for its automatic
termination in the event of a legal assignment. A change in ownership of the
Adviser would constitute a legal assignment for this purpose. The initial
shareholder of each Fund approved the Existing Advisory Agreement on September
30, 1994. The Board of Trustees of the Trust, including a majority of the
"non-interested" Trustees, most recently approved continuation of the Existing
Advisory Agreement on July 31, 1996. Under the Existing Advisory Agreement,
Jurika & Voyles is entitled to receive from each Fund fees at the following
annual percentages of average net assets: Mini-Cap Fund, 1.00%; Value + Growth
Fund, 0.85%; and Balanced Fund, 0.85%.
New Advisory Agreement
- - ----------------------
Except for different effective and termination dates, the terms of the
New Advisory Agreement are identical in all respects to the terms of the
Existing Advisory Agreement. A form of the New Advisory Agreement is attached to
this Proxy Statement as Exhibit A, and the description set forth in this Proxy
Statement of the New Advisory Agreement is qualified in its entirety by
reference to Exhibit A.
3
<PAGE>
Under the New Advisory Agreement, the Adviser will provide certain
investment advisory services to each Fund, including deciding what securities
will be purchased and sold by the Fund, when such purchases and sales are to be
made, and arranging for such purchases and sales, all in accordance with the
provisions of the Investment Company Act of 1940, as amended (the "Investment
Company Act") and any rules thereunder, the governing documents of the Trust,
the fundamental policies of the Fund, as reflected in its registration
statement, and any policies and determinations of the Board of Trustees of the
Trust.
As compensation for its services to each Fund under the New Advisory
Agreement, the Adviser will be entitled to receive from the Fund fees calculated
at the same rate as those charged under the Existing Advisory Agreement
described above. The New Advisory Agreement will continue in effect for two
years from its effective date, and will continue in effect thereafter for
successive annual periods, provided its continuance is specifically approved at
least annually by (1) a majority vote, cast in person at a meeting called for
that purpose, of the Trust's Board of Trustees or (2) a vote of the holders of a
majority of the outstanding voting securities (as defined in the Investment
Company Act and the rules thereunder) of each Fund, and (3) in either event by a
majority of the Trustees who are not parties to the New Advisory Agreement or
interested persons of the Trust or of any such party. The New Advisory Agreement
provides that it may be terminated with respect to a Fund at any time, without
penalty, by either party upon 60-days' written notice, provided that such
termination by the Fund shall be directed or approved by a vote of the Trustees
of the Trust, or by a vote of holders of a majority of the shares of the
relevant Fund.
The Adviser will provide, at its expense, personnel to serve as
officers of the Trust who are affiliated persons of the Adviser, and office
space, facilities and equipment for carrying out its duties under the New
Advisory Agreement. All other expenses incurred in the operation of each Fund
will be borne by the relevant Fund. Fund expenses include legal and auditing
fees, fees and expenses of its custodian, accounting services and third-party
shareholder servicing agents, Trustees' fees, the cost of communicating with
shareholders and registration fees, as well as its other operating expenses.
Each Fund offers two separate classes of shares: Class K and Class J.
Each class of shares of a Fund is responsible for paying the pro-rata share of
Fund expenses attributable to such shares as well as class-specific expenses.
Although the Adviser is not required to do so, the New Advisory Agreement, like
the Existing Advisory Agreement, permits the Adviser to reimburse each Fund to
the extent necessary so that its ratio of operating expenses to average net
assets will not exceed voluntary expense limits. The Adviser has agreed to
observe the following expense limits:
Class K Class J
------- -------
Mini-Cap Fund 1.75% 1.50%
Value + Growth Fund 1.50% 1.25%
Balanced Fund 1.50% 1.25%
4
<PAGE>
These limitations are described in the applicable prospectus for each
Fund and are voluntary by the Adviser. The Adviser may remove these limitations
at any time by amending the prospectus and notifying shareholders.
Operating expenses, as defined in the New Advisory Agreement, exclude
(i) interest, (ii) taxes, (iii) expenditures for brokerage services, (iv) any
extraordinary expenses and (v) sales charges and distribution fees.
The New Advisory Agreement provides that the Adviser shall have no
liability to the Fund or any shareholders of the Fund for any act or omission in
the course of or in connection with rendering services under the Agreement,
including any error of judgment, mistake of law or any loss arising out of any
investment, except for liability resulting from willful misfeasance, bad faith,
gross negligence or reckless disregard on the part of the Adviser of its duties
under the New Advisory Agreement ("Disabling Conduct"), and except to the extent
specified in Section 36(b) of the Investment Company Act with respect to loss
resulting from the breach of fiduciary duty with respect to receipt of
compensation for services. The New Advisory Agreement provides that the Fund
shall indemnify the Adviser and its employees, officers and directors from any
liability arising from the Adviser's conduct under the New Advisory Agreement,
except for Disabling Conduct, to the extent permitted by the Fund's governing
documents and applicable law.
The Partnership Admission Agreement
- - -----------------------------------
NEIC, Jurika & Voyles and the stockholders of Jurika & Voyles (the
"Stockholders")1 have entered into a partnership admission agreement (the
"Partnership Admission Agreement") which provides for the business of Jurika &
Voyles to be transferred to J.V. Partners, L.P., or "New Jurika & Voyles," a
limited partnership of which NEIC is the sole limited partner and J.V. Asset
Management, Inc., a wholly owned subsidiary of an affiliate of NEIC, is the sole
general partner. In addition, the Partnership Admission Agreement contemplates
that certain key personnel of Jurika & Voyles will enter into employment
agreements with New Jurika & Voyles. This will ensure that New Jurika & Voyles
will continue to operate with the same investment personnel and officers as
Jurika & Voyles. The same persons who are presently responsible for the
investment policies of the Adviser will continue to direct the investment
policies of the Adviser following the acquisition. No changes in the Adviser's
method of operation, or the location where it conducts its business, are
contemplated.
The Partnership Admission Agreement provides that Jurika & Voyles will
sell to NEIC substantially all of the assets of Jurika & Voyles, including
advisory contracts, customer lists, books, records and the exclusive right to
use the name of Jurika & Voyles as all or part of a trade or corporate name. The
purchase price is payable in a combination of cash and
_______________________
1 The stockholders are William K. Jurika, Glenn C. Voyles, James
Christensen, Candace Tom, Karl O. Mills, Cheryl Noriye, Chris Bittman,
Steve Cullen, Hugh Burton, Greg Welch, Phil Cox, Paul Meeks and Sandra
Ribble.
5
<PAGE>
2,260,900 limited partnership units ("L.P. Units") in NEIC. The cash portion of
the purchase price is approximately $43.0 million. The L.P. Units would have a
value of $57.4 million (based on the October 15, 1996 New York Stock Exchange
closing sale price for the L.P. Units). In addition, NEIC has agreed to make
additional deferred purchase price payments in the form of incentives tied to
revenue targets over the next three years. Those contingent deferred payments
would total $__ million if the revenue of New Jurika & Voyles were to stay the
same as the revenue of Jurika & Voyles.
Legal Requirements Under the Investment Company Act
- - ---------------------------------------------------
Section 15(f) of the Investment Company Act provides that, when a
change in control of an investment adviser occurs, the investment adviser or any
of its affiliated persons may receive any amount or benefit in connection
therewith as long as two conditions are satisfied. First, no "unfair burden" may
be imposed on the investment company as a result of the transaction relating to
the change of control, or any express or implied terms, conditions or
understandings. The term "unfair burden," as defined in the Investment Company
Act, includes any arrangement during the two-year period after the change in
control whereby the investment adviser (or predecessor or successor adviser), or
any interested person of any such adviser, receives or is entitled to receive
any compensation, directly or indirectly, from the investment company or its
security holders (other than fees for bona fide investment advisory or other
services) or from any person in connection with the purchase or sale of
securities or other property to, from, or on behalf of the investment company
(other than fees for bona fide principal underwriting services). No such
compensation arrangements are contemplated in the Proposed Transaction. In the
Partnership Admission Agreement, Jurika & Voyles and NEIC have agreed not to
take or recommend any action that would cause the imposition of an unfair burden
on any Fund.
The second condition is that, during the three-year period immediately
following consummation of the transaction, at least 75% of the investment
company's board of directors must not be "interested persons" of the investment
adviser or predecessor investment adviser within the meaning of the Investment
Company Act. In the Partnership Admission Agreement, Jurika & Voyles and NEIC
have agreed to use their best efforts to ensure that the second condition is
met.
There are a number of conditions precedent to the closing of the
Proposed Transaction. Such conditions include, among other things, that all
regulatory approvals and all third-party consents will have been duly and
properly obtained, and that consents required will have been obtained from a
specified percentage of Jurika & Voyles' current clients, including the Funds
among others, as required by applicable law.
If the conditions for the Proposed Transaction are not met and the
acquisition is not completed, the Existing Advisory Agreement will remain in
effect. If the acquisition is completed but the New Advisory Agreement is not
approved by each Fund's shareholders, the Trustees will promptly seek to enter
into a new advisory arrangement for each Fund, subject to approval by the Fund's
shareholders.
6
<PAGE>
During the fiscal year ended June 30, 1996, Jurika & Voyles earned
advisory fees under the Existing Advisory Agreement in the following amounts:
Jurika & Voyles Mini-Cap Fund, $333,678; Jurika & Voyles Value + Growth Fund,
$177,120; and Jurika & Voyles Balanced Fund, $303,673. However, Jurika & Voyles
reimbursed each Fund $79,036, $130,535 and $60,481, respectively, for that
fiscal year.
Information on the Adviser and NEIC
- - -----------------------------------
Jurika & Voyles, Inc., a California corporation with offices at 1999
Harrison Street, Suite 700, Oakland, California 94612, is owned by the
Stockholders (as defined above). Jurika & Voyles is registered under the
Investment Advisers Act of 1940 (the "Advisers Act"). J.V. Partners, L.P. (New
Jurika & Voyles), a Delaware limited partnership, will, as of the closing date
of the Proposed Transaction, be registered under the Advisers Act, have the same
address as and employ the same key personnel as Jurika & Voyles did previously.
The New Advisory Agreement was approved by the Board of Trustees of the Fund,
including a majority of the non-interested Trustees2, at a special meeting held
for such purpose on October 18, 1996, and is now being submitted for approval by
the shareholders of each Fund. The Board of Trustees of the Trust, at a meeting
held on October 18, 1996, recommended that the New Advisory Agreement be
submitted to the shareholders of each Fund for approval.
The Adviser's principal executive officers and directors are shown
below. The address of each, as it relates to his duties at the Adviser, is the
same as that of the Adviser.
Name and Position with Jurika & Voyles Principal Occupation
- - --------------------------------------------------------------------------------
William K. Jurika Principal, President and portfolio manager at
President Jurika & Voyles since 1983.
Glenn C. Voyles Principal, Chairman and portfolio manager at
Chairman Jurika & Voyles since 1983.
Karl O. Mills Principal, Senior Vice President and portfolio
Senior Vice President manger at Jurika & Voyles since 1988.
After the acquisition, New Jurika & Voyles will be a limited
partnership whose sole limited partner is NEIC and whose sole general partner is
J.V. Asset Management, Inc., a wholly owned subsidiary of an affiliate of NEIC.
NEIC is a publicly traded limited partnership whose general partner, New England
Investment Companies, Inc., is a wholly-owned subsidiary of Metropolitan Life
Insurance Company ("Met Life"). Met Life also owns a majority of the limited
partnership interests in NEIC. NEIC is a holding company for several investment
management firms including Loomis, Sayles & Company, Reich & Tang L.P., Copley
Real Estate Advisors, Back Bay Advisors, Harris Associates, Vaughan, Nelson
______________________
2 Non-interested trustees are those trustees who are not parties to the
New Advisory Agreement, or interested persons of such parties (such as
an officer or employee of the Fund or Adviser).
7
<PAGE>
Scarborough & McConnell and Westpeak Investment Advisors. NEIC's subsidiaries
and an affiliated firm, Capital Growth Management Limited Partnership, currently
manage approximately $[86] billion in investments, including approximately $[18]
billion of mutual fund assets. [UPDATE FIGURES]
Trustees' Consideration
- - -----------------------
The Board of Trustees of the Trust believes that the terms of the New
Advisory Agreement are fair to, and in the best interest of, the Trust, each
Fund and the shareholders. The Board of Trustees, including all of the
non-interested Trustees, recommends approval by the shareholders of each Fund of
the New Advisory Agreement between New Jurika & Voyles and each Fund. In making
this recommendation, the Trustees carefully evaluated the experience of the
Adviser's key personnel in portfolio management, the quality of services the
Adviser is expected to provide to the Funds, and the compensation proposed to be
paid to the Adviser, and have given careful consideration to all factors deemed
to be relevant to the Funds, including, but not limited to: (1) the fee and
expense ratios of comparable mutual funds; (2) the performance of the Funds
since commencement of operations; (3) the nature and quality of the services
expected to be rendered to the Funds by the Adviser; (4) the particular
investment objective and policies of each Fund; (5) that the compensation
payable to the Adviser by each Fund under the proposed New Advisory Agreement
will be at the same rate as the compensation now payable by such Fund to the
Adviser under the Existing Advisory Agreement; (6) that the terms of the
Existing Advisory Agreement will be unchanged under the New Advisory Agreement
except for different effective and termination dates; (7) the history,
reputation, qualification and background of the Adviser and NEIC, as well as the
qualifications of their personnel and their respective financial conditions; (8)
the commitment of the parties to the Partnership Admission Agreement to pay or
reimburse each Fund for the expenses incurred in connection with the Proposed
Transaction; (9) Jurika & Voyles' investment performance record; (10) the
benefits expected to be realized as a result of the Adviser's affiliation with
NEIC, including the resources of NEIC that would be available to the Adviser;
and (11) other factors deemed relevant.
Jurika & Voyles has advised the Board of Trustees that it expects that
there will be no diminution in the scope and quality of advisory services
provided to the Funds as a result of the Proposed Transaction. Accordingly, the
Board of Trustees believes that each Fund should receive investment advisory
services under the New Advisory Agreement equal or superior to those it
currently receives under the Existing Advisory Agreement, at the same fee
levels.
Recommendation and Required Vote
- - --------------------------------
At the Meeting, shareholders of each Fund will vote separately on the
proposed New Advisory Agreement. The Board of Trustees of the Trust recommends
that the shareholders of each Fund approve the New Advisory Agreement. The
affirmative vote of the holders of a majority of the net asset value of the
outstanding shares of each Fund is required to approve the New Advisory
Agreement with respect to such Fund. "Majority" for this purpose under the
Investment Company Act means the lesser of (i) 67% of the net asset value of the
shares represented at the meeting if more than 50% of such net asset value of
the outstanding shares
8
<PAGE>
is represented, or (ii) shares representing more than 50% of such net asset
value. Abstentions will count as votes present at the Meeting. Broker non-votes,
however, will not count as votes present.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT SHAREHOLDERS OF EACH
FUND APPROVE THE NEW ADVISORY AGREEMENT.
* * * * *
PROPOSAL NO. 2:
---------------
TO ELECT THREE ADDITIONAL TRUSTEES
TO THE BOARD OF TRUSTEES
The Investment Company Act provides that, for three years following the
sale of control of an investment adviser to a mutual fund, no more than 25% of
the directors or trustees may be interested persons, as defined in the Act.
Currently, the Board of Trustees is composed of three interested and three
disinterested Trustees. In order to satisfy the requirement of the Act that at
least 75% of the Trustees be disinterested persons, it is expected that (1) one
interested Trustee will resign; (2) another interested Trustee will be replaced
by a representative of NEIC, who will be elected by the full Board; and (3)
three additional disinterested Trustees will be elected, with the result that
75%, or six out of eight, of the Trustees will be disinterested, as required by
the Act.
In addition, the Act requires that at least a majority of the Trustees
of the Trust be elected by shareholders and that Trustees added to the Board to
fill vacancies created by the 75% requirement must be elected by shareholders.
All of the current Trustees were elected by the initial shareholder of each Fund
on September 20, 1994.
At the Meeting, three nominees for Trustee will be submitted for
election. Each nominee has been selected and nominated by the current
disinterested Trustees. Each Trustee so elected will hold office until his or
her successor is elected and qualifies, or until his or 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 nominee is unavailable to serve as
Trustee, the proxies will be voted for such other person as the Board of
Trustees may recommend. The Trust currently knows of no reason why any nominee
listed below will be unable to serve if elected.
9
<PAGE>
The following table sets forth information with respect to the nominees
for election as Trustees:
<TABLE>
<CAPTION>
Principal Occupation(s) During Shares of the Funds Beneficially
Nominee Age Past 5 Years and Directorships Owned as of October 17, 1996
- - ------- --- ------------------------------ --------------------------------
<S> <C> <C> <C>
William H. Plageman, Jr. 53 Partner, William H. Plageman, Jr.
Suite 2700 & Associates (law firm). From
1999 Harrison Street, _______ until ______, Mr.
Oakland, CA 94612 Plageman was the managing
partner of the Oakland office of
the Thelen, Marrin, Johnson &
Bridges law firm. Mr. Plageman
specializes in probate, trust and
estate law.
Judy G. Barber Family business consultant and
JGB Associates licensed Marriage and Family
Suite B Counselor, JGB Associates
1515 Fourth St. (consulting). Ms. Barber
Napa, CA 94559 specializes in business and other
consulting for high net worth
families and individuals.
Paul R. Witkay President, Renaissance Executive
Renaissance Executive Forums (executive meeting
Forums organizer). From _____ until
Suite 290 _____ President and principal
2121 N. California Blvd. shareholder of Witkay Associates
Walnut Creek, CA 94596 (consulting); from _____ until
_____, Mr. Witkay was the
________ of _________ (petroleum
company).
</TABLE>
Recommendation and Required Vote
- - --------------------------------
At the Meeting, shareholders of all Funds will vote together on the
nominees for additional Trustees. The Board of Trustees and the independent
Trustees recommend that the shareholders elect each nominee. The three nominees
receiving the highest number of votes cast at the Meeting, provided a quorum is
present, shall be elected. Votes are counted using the net asset value of shares
voted, also known as dollar-based voting.
Trustee Compensation
- - --------------------
The Trust pays each disinterested Trustee an annual fee of $5,000, plus
$500 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 the Adviser receives any
compensation from the Trust for acting as Trustee of the Trust. Set forth below
are the total fees which were paid to each of the Trustees who were not
"interested persons" during the fiscal year ended June 30, 1996.
10
<PAGE>
Aggregate Total Compensation from
Name of Trustee Compensation from Trust Trust and Fund Complex(3)
- - --------------- ----------------------- ------------------------
Darlene T. DeRemer $7,000 $7,000
Robert E. Bond $7,000 $7,000
Bruce M. Mowat $7,000 $7,000
Additional Information on the Trust and the Adviser
- - ---------------------------------------------------
The following is a listing of the executive officers and Trustees of
the Trust, their positions with the Trust, and their positions with the Adviser,
if any:
<TABLE>
<CAPTION>
Name Position with Trust Position with Adviser
- - ---- ------------------- ---------------------
<S> <C> <C>
William K. Jurika Chairman and Principal Executive Officer President
Glenn C. Voyles Trustee and President Chairman
Karl O. Mills Executive Vice President, Treasurer, Secretary, Senior Vice President
Principal Financial and Principal Accounting Officer
Darlene T. DeRemer Trustee n/a
Robert E. Bond Trustee n/a
Bruce M. Mowat Trustee n/a
</TABLE>
Messrs. Jurika, Voyles and Mills will hold the same positions with the
Adviser after the acquisition.
With the exception of transactions which are not related to the
business or operation of the Trust and to which the Trust is not a party, since
July 1, 1995, no Trustee of the Trust has had any direct or indirect interest in
any transaction with New Jurika & Voyles, NEIC or any parent or subsidiary of
either. In addition, no Trustee has had such an interest in any proposed
transaction with any of the above entities.
____________________
3 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
Trustees of another investment company managed by the Adviser.
11
<PAGE>
GENERAL INFORMATION
Other Matters to Come Before the Meeting
- - ----------------------------------------
The Trust's management does not know of any matters to be presented at
the Meeting other than those described in this Proxy Statement. If other
business should properly come before the Meeting, the proxyholders will vote
thereon in accordance with their best judgment.
Shareholder Proposals
- - ---------------------
The Meeting is a special meeting of shareholders. The Trust is not
required to, nor does it intend to, hold regular annual meetings of its
shareholders. If such a meeting is called, any shareholder who wishes to submit
a proposal for consideration at the meeting should submit the proposal promptly
to the Trust.
Reports to Shareholders
- - -----------------------
The Trust will furnish, without charge, a copy of the most recent
Annual Report to Shareholders of the Trust, and the most recent Semi-Annual
Report succeeding such Annual Report, if any, on request. Requests for such
reports should be directed to the Trust, Jurika & Voyles, Inc., 1999 Harrison
Street, Suite 700, Oakland, California 94612, (800) 852-1991 (toll free).
IN ORDER THAT THE PRESENCE OF A QUORUM AT THE MEETING MAY BE ASSURED,
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
William K. Jurika
Chairman and Principal Executive
Officer
Oakland, California
November 1, 1996
EXHIBIT LIST
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Exhibit A Form of new Investment Management Agreement
12
<PAGE>
Exhibit A
---------
Form of Investment Management Agreement
---------------------------------------
A1-1
<PAGE>
PROXY
JURIKA & VOYLES MINI-CAP FUND
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 5, 1996
SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES OF
JURIKA & VOYLES FUND GROUP
The undersigned hereby appoints William K. Jurika and Karl O.
Mills, and each of them, as proxies of the undersigned, each with the power to
appoint his substitute, for the Special Meeting of Shareholders of Jurika &
Voyles Mini-Cap Fund (the "Fund"), a separate series of Jurika & Voyles Fund
Group (the "Trust"), to be held on December 5, 1996 at the offices of Jurika &
Voyles, Inc., 1999 Harrison Street, Suite 700, Oakland, California 94612, or at
any and all adjournments thereof (the "Meeting"), to vote, as designated below,
all shares of the Fund, held by the undersigned at the close of business on
October 17, 1996. Capitalized terms used without definition have the meanings
given to them in the accompanying Proxy Statement.
A SIGNED PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL AND NOMINEES LISTED BELOW
UNLESS YOU HAVE SPECIFIED OTHERWISE. PLEASE SIGN, DATE AND RETURN THIS PROXY
PROMPTLY. YOU MAY VOTE ONLY IF YOU HELD SHARES IN THE FUND AT THE CLOSE OF
BUSINESS ON OCTOBER 17, 1996. YOUR SIGNATURE AUTHORIZES THE PROXIES TO VOTE IN
THEIR DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING, INCLUDING WITHOUT LIMITATION ALL MATTERS INCIDENT TO THE CONDUCT OF THE
MEETING.
A1-1
<PAGE>
1. Approval of the new Investment Management Agreement between the Adviser
and the Fund:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. Election of Three Trustees:
William H. Plageman, Jr. Judy G. Barber Paul R. Witkay
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name on the list above.)
FOR ALL NOMINEES WITHHOLD
LISTED ABOVE AUTHORITY TO VOTE
(EXCEPT AS MARKED TO FOR ALL NOMINEES
THE CONTRARY ABOVE) LISTED ABOVE ABSTAIN
[ ] [ ] [ ]
Dated: ______________, 1996
___________________________________
Signature
___________________________________
Title (if applicable)
___________________________________
Signature (if held jointly)
___________________________________
Title (if applicable)
Please sign exactly as name or names appear on your shareholder account
statement. When signing as attorney, trustee, executor, administrator,
custodian, guardian or corporate officer, please give full title. If shares are
held jointly, each shareholder should sign.
A1-2
<PAGE>
PROXY
JURIKA & VOYLES VALUE + GROWTH FUND
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 5, 1996
SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES OF
JURIKA & VOYLES FUND GROUP
The undersigned hereby appoints William K. Jurika and Karl O.
Mills, and each of them, as proxies of the undersigned, each with the power to
appoint his substitute, for the Special Meeting of Shareholders of Jurika &
Voyles Value + Growth Fund (the "Fund"), a separate series of Jurika & Voyles
Fund Group (the "Trust"), to be held on December 5, 1996 at the offices of
Jurika & Voyles, Inc., 1999 Harrison Street, Suite 700, Oakland, California
94612, or at any and all adjournments thereof (the "Meeting"), to vote, as
designated below, all shares of the Fund, held by the undersigned at the close
of business on October 17, 1996. Capitalized terms used without definition have
the meanings given to them in the accompanying Proxy Statement.
A SIGNED PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL AND NOMINEES LISTED BELOW
UNLESS YOU HAVE SPECIFIED OTHERWISE. PLEASE SIGN, DATE AND RETURN THIS PROXY
PROMPTLY. YOU MAY VOTE ONLY IF YOU HELD SHARES IN THE FUND AT THE CLOSE OF
BUSINESS ON OCTOBER 17, 1996. YOUR SIGNATURE AUTHORIZES THE PROXIES TO VOTE IN
THEIR DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING, INCLUDING WITHOUT LIMITATION ALL MATTERS INCIDENT TO THE CONDUCT OF THE
MEETING.
A1-1
<PAGE>
1. Approval of the new Investment Management Agreement between the Adviser
and the Fund:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. Election of Three Trustees:
William H. Plageman, Jr. Judy G. Barber Paul R. Witkay
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name on the list above.)
FOR ALL NOMINEES WITHHOLD
LISTED ABOVE AUTHORITY TO VOTE
(EXCEPT AS MARKED TO FOR ALL NOMINEES
THE CONTRARY ABOVE) LISTED ABOVE ABSTAIN
[ ] [ ] [ ]
Dated: ______________, 1996
___________________________________
Signature
___________________________________
Title (if applicable)
___________________________________
Signature (if held jointly)
___________________________________
Title (if applicable)
Please sign exactly as name or names appear on your shareholder account
statement. When signing as attorney, trustee, executor, administrator,
custodian, guardian or corporate officer, please give full title. If shares are
held jointly, each shareholder should sign.
A1-2
<PAGE>
PROXY
JURIKA & VOYLES BALANCED FUND
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 5, 1996
SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES OF
JURIKA & VOYLES FUND GROUP
The undersigned hereby appoints William K. Jurika and Karl O.
Mills, and each of them, as proxies of the undersigned, each with the power to
appoint his substitute, for the Special Meeting of Shareholders of Jurika &
Voyles Balanced Fund (the "Fund"), a separate series of Jurika & Voyles Fund
Group (the "Trust"), to be held on December 5, 1996 at the offices of Jurika &
Voyles, Inc., 1999 Harrison Street, Suite 700, Oakland, California 94612, or at
any and all adjournments thereof (the "Meeting"), to vote, as designated below,
all shares of the Fund, held by the undersigned at the close of business on
October 17, 1996. Capitalized terms used without definition have the meanings
given to them in the accompanying Proxy Statement.
A SIGNED PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL AND NOMINEES LISTED BELOW
UNLESS YOU HAVE SPECIFIED OTHERWISE. PLEASE SIGN, DATE AND RETURN THIS PROXY
PROMPTLY. YOU MAY VOTE ONLY IF YOU HELD SHARES IN THE FUND AT THE CLOSE OF
BUSINESS ON OCTOBER 17, 1996. YOUR SIGNATURE AUTHORIZES THE PROXIES TO VOTE IN
THEIR DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING, INCLUDING WITHOUT LIMITATION ALL MATTERS INCIDENT TO THE CONDUCT OF THE
MEETING.
A1-1
<PAGE>
1. Approval of the new Investment Management Agreement between the Adviser
and the Fund:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. Election of Three Trustees:
William H. Plageman, Jr. Judy G. Barber Paul R. Witkay
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name on the list above.)
FOR ALL NOMINEES WITHHOLD
LISTED ABOVE AUTHORITY TO VOTE
(EXCEPT AS MARKED FOR ALL NOMINEES
TO THE CONTRARY LISTED ABOVE ABSTAIN
ABOVE)
[ ] [ ] [ ]
Dated: ______________, 1996
___________________________________
Signature
___________________________________
Title (if applicable)
___________________________________
Signature (if held jointly)
___________________________________
Title (if applicable)
Please sign exactly as name or names appear on your shareholder account
statement. When signing as attorney, trustee, executor, administrator,
custodian, guardian or corporate officer, please give full title. If shares are
held jointly, each shareholder should sign.
A1-2
<PAGE>
INVESTMENT MANAGEMENT AGREEMENT
-------------------------------
THIS INVESTMENT MANAGEMENT AGREEMENT made as of the __th day
of December, 1996, by and between JURIKA & VOYLES FUND GROUP, a Delaware
business trust (hereinafter called the "Trust"), on behalf of each series of the
Trust listed in Appendix A hereto, as such may be amended from time to time
(hereinafter referred to individually as a "Fund" and collectively as the
"Funds") and J.V. PARTNERS, L.P., a Delaware limited partnership (hereinafter
called the "Manager").
WITNESSETH:
WHEREAS, the Trust is an open-end management investment
company, registered as such under the Investment Company Act of 1940, as amended
(the "1940 Act"); and
WHEREAS, the Manager is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended, and is engaged in the
business of supplying investment advice, investment management and
administrative services, as an independent contractor; and
WHEREAS, the Trust desires to retain the Manager to render
advice and services to the Funds pursuant to the terms and provisions of this
Agreement, and the Manager is interested in furnishing said advice and services;
NOW, THEREFORE, in consideration of the covenants and the
mutual promises hereinafter set forth, the parties hereto, intending to be
legally bound hereby, mutually agree as follows:
1. Appointment of Manager. The Trust hereby employs the
Manager and the Manager hereby accepts such employment, to render investment
advice and management services with respect to the assets of the Funds for the
period and on the terms set forth in this Agreement, subject to the supervision
and direction of the Trust's Board of Trustees.
2. Duties of Manager.
(a) General Duties. The Manager shall act as
xinvestment manager to the Funds and shall supervise investments of the Funds on
behalf of the Funds in accordance with the investment objectives, programs and
restrictions of the Funds as provided in the Trust's governing documents,
including, without limitation, the Trust's Agreement and Declaration of Trust
and By-Laws, or otherwise and such other limitations as the Trustees may impose
from time to time in writing to the Manager. Without limiting the generality of
the foregoing, the Manager shall: (i) furnish the Funds with advice and
recommendations with respect to the investment of each Fund's assets and the
purchase and sale of portfolio securities for the Funds, including the taking of
such
<PAGE>
other steps as may be necessary to implement such advice and recommendations;
(ii) furnish the Funds with reports, statements and other data on securities,
economic conditions and other pertinent subjects which the Trust's Board of
Trustees may reasonably request; (iii) manage the investments of the Funds,
subject to the ultimate supervision and direction of the Trust's Board of
Trustees; (iv) provide persons satisfactory to the Trust's Board of Trustees to
act as officers and employees of the Trust and the Funds (such officers and
employees, as well as certain trustees, may be trustees, directors, officers,
partners, or employees of the Manager or its affiliates) but not including
personnel to provide administrative or distribution related services to the
Fund; and (v) render to the Trust's Board of Trustees such periodic and special
reports with respect to each Fund's investment activities as the Board may
reasonably request.
(b) Brokerage. The Manager shall place orders
for the purchase and sale of securities either directly with the issuer or with
a broker or dealer selected by the Manager. In placing each Fund's securities
trades, it is recognized that the Manager will give primary consideration to
securing the most favorable price and efficient execution, so that each Fund's
total cost or proceeds in each transaction will be the most favorable under all
the circumstances. Within the framework of this policy, the Manager may consider
the financial responsibility, research and investment information, and other
services provided by brokers or dealers who may effect or be a party to any such
transaction or other transactions to which other clients of the Manager may be a
party.
It is also understood that it is desirable for the Funds that
the Manager have access to investment and market research and securities and
economic analyses provided by brokers and others. It is also understood that
brokers providing such services may execute brokerage transactions at a higher
cost to the Funds than might result from the allocation of brokerage to other
brokers on the basis of seeking the most favorable price and efficient
execution. Therefore, the purchase and sale of securities for the Funds may be
made with brokers who provide such research and analysis, subject to review by
the Trust's Board of Trustees from time to time with respect to the extent and
continuation of this practice to determine whether each Fund benefits, directly
or indirectly, from such practice. It is understood by both parties that the
Manager may select broker-dealers for the execution of the Funds' portfolio
transactions who provide research and analysis as the Manager may lawfully and
appropriately use in its investment management and advisory capacities, whether
or not such research and analysis may also be useful to the Manager in
connection with its services to other clients.
On occasions when the Manager deems the purchase or sale of a
security to be in the best interest of one or more of the Funds as well as of
other clients, the Manager, to the extent permitted by applicable laws and
regulations, may aggregate the
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<PAGE>
securities to be so purchased or sold in order to obtain the most favorable
price or lower brokerage commissions and the most efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Manager in the manner
it considers to be the most equitable and consistent with its fiduciary
obligations to the Funds and to such other clients.
(c) Administrative Services. The Manager shall
oversee the administration of the Funds' business and affairs although the
provision of administrative services, to the extent not covered by subparagraphs
(a) or (b) above, is not the obligation of the Manager under this Agreement.
Notwithstanding any other provisions of this Agreement, the Manager shall be
entitled to reimbursement from the Funds for all or a portion of the reasonable
costs and expenses, including salary, associated with the provision by Manager
of personnel to render administrative services to the Funds.
3. Best Efforts and Judgment. The Manager shall use its
best judgment and efforts in rendering the advice and services to the Funds as
contemplated by this Agreement.
4. Independent Contractor. The Manager shall, for all
purposes herein, be deemed to be an independent contractor, and shall, unless
otherwise expressly provided and authorized to do so, have no authority to act
for or represent the Trust or the Funds in any way, or in any way be deemed an
agent for the Trust or for the Funds. It is expressly understood and agreed that
the services to be rendered by the Manager to the Funds under the provisions of
this Agreement are not to be deemed exclusive, and the Manager shall be free to
render similar or different services to others so long as its ability to render
the services provided for in this Agreement shall not be impaired thereby.
5. Manager's Personnel. The Manager shall, at its own
expense, maintain such staff and employ or retain such personnel and consult
with such other persons as it shall from time to time determine to be necessary
to the performance of its obligations under this Agreement. Without limiting the
generality of the foregoing, the staff and personnel of the Manager shall be
deemed to include persons employed or retained by the Manager to furnish
statistical information, research, and other factual information, advice
regarding economic factors and trends, information with respect to technical and
scientific developments, and such other information, advice and assistance as
the Manager or the Trust's Board of Trustees may desire and reasonably request.
6. Reports by Funds to Manager. Each Fund will from time
to time furnish to the Manager detailed statements of its investments and
assets, and information as to its investment objective and needs, and will make
available to the Manager such financial reports, proxy statements, legal and
other information relating to each Fund's investments as may be in its
possession
-3-
<PAGE>
or available to it, together with such other information as the Manager may
reasonably request.
7. Expenses.
(a) With respect to the operation of each Fund,
the Manager is responsible for (i) the compensation of any of the Trust's
trustees, officers, and employees who are affiliates of the Manager (but not the
compensation of employees performing services in connection with expenses which
are the Fund's responsibility under Subparagraph 7(b) below), (ii) the expenses
of printing and distributing the Funds' prospectuses, statements of additional
information, and sales and advertising materials (but not the legal, auditing or
accounting fees attendant thereto) to prospective investors (but not to existing
shareholders), and (iii) providing office space and equipment reasonably
necessary for the operation of the Funds.
(b) Each Fund is responsible for and has assumed
the obligation for payment of all of its expenses, other than as stated in
Subparagraph 7(a) above, including but not limited to: fees and expenses
incurred in connection with the issuance, registration and transfer of its
shares; brokerage and commission expenses; all expenses of transfer, receipt,
safekeeping, servicing and accounting for the cash, securities and other
property of the Trust for the benefit of the Funds including all fees and
expenses of its custodian, shareholder services agent and accounting services
agent; interest charges on any borrowings; costs and expenses of pricing and
calculating its daily net asset value and of maintaining its books of account
required under the 1940 Act; taxes, if any; expenditures in connection with
meetings of each Fund's Shareholders and Board of Trustees that are properly
payable by the Fund; salaries and expenses of officers and fees and expenses of
members of the Trust's Board of Trustees or members of any advisory board or
committee who are not members of, affiliated with or interested persons of the
Manager; insurance premiums on property or personnel of each Fund which inure to
its benefit, including liability and fidelity bond insurance; the cost of
preparing and printing reports, proxy statements, prospectuses and statements of
additional information of the Fund or other communications for distribution to
existing shareholders; legal, auditing and accounting fees; trade association
dues; fees and expenses (including legal fees) of registering and maintaining
registration of its shares for sale under federal and applicable state and
foreign securities laws; all expenses of maintaining and servicing shareholder
accounts, including all charges for transfer, shareholder recordkeeping,
dividend disbursing, redemption, and other agents for the benefit of the Funds,
if any; and all other charges and costs of its operation plus any extraordinary
and non-recurring expenses, except as herein otherwise prescribed.
(c) To the extent the Manager incurs any costs
by assuming expenses which are an obligation of a Fund as set forth
-4-
<PAGE>
herein, such Fund shall promptly reimburse the Manager for such costs and
expenses, except to the extent the Manager has otherwise agreed to bear such
expenses. To the extent the services for which a Fund is obligated to pay are
performed by the Manager, the Manager shall be entitled to recover from such
Fund to the extent of the Manager's actual costs for providing such services.
8. Investment Advisory and Management Fee.
(a) Each Fund shall pay to the Manager, and the
Manager agrees to accept, as full compensation for all administrative and
investment management and advisory services furnished or provided to such Fund
pursuant to this Agreement, a management fee as set forth in the Fee Schedule
attached hereto as Appendix B, as may be amended in writing from time to time by
the Trust and the Manager.
(b) The management fee shall be accrued daily by
each Fund and paid to the Manager on the first business day of the succeeding
month.
(c) The initial fee under this Agreement shall
be payable on the first business day of the first month following the effective
date of this Agreement and shall be prorated as set forth below. If this
Agreement is terminated prior to the end of any month, the fee to the Manager
shall be prorated for the portion of any month in which this Agreement is in
effect which is not a complete month according to the proportion which the
number of calendar days in the month during which the Agreement is in effect
bears to the number of calendar days in the month, and shall be payable within
ten (10) days after the date of termination.
(d) The Manager may reduce any portion of the
compensation or reimbursement of expenses due to it pursuant to this Agreement
and may agree to make payments to limit the expenses which are the
responsibility of a Fund under this Agreement. Any such reduction or payment
shall be applicable only to such specific reduction or payment and shall not
constitute an agreement to reduce any future compensation or reimbursement due
to the Manager hereunder or to continue future payments. Any such reduction will
be agreed to prior to accrual of the related expense or fee and will be
estimated daily and reconciled and paid on a monthly basis. Any fee withheld
pursuant to this paragraph from the Manager shall be reimbursed by the
appropriate Fund to the Manager in the first, second or third (or any
combination thereof) fiscal year next succeeding the fiscal year of the
withholding to the extent permitted by the applicable state law if the aggregate
expenses for the next succeeding fiscal year, second succeeding fiscal year or
third succeeding fiscal year do not exceed the applicable state limitation or
any more restrictive limitation to which the Manager has agreed.
-5-
<PAGE>
(e) The Manager may agree not to require payment
of any portion of the compensation or reimbursement of expenses otherwise due to
it pursuant to this Agreement prior to the time such compensation or
reimbursement has accrued as a liability of the Fund. Any such agreement shall
be applicable only with respect to the specific items covered thereby and shall
not constitute an agreement not to require payment of any future compensation or
reimbursement due to the Manager hereunder.
9. Fund Share Activities of Manager's Officers and
Employees. The Manager agrees that neither it nor any of its officers or
employees shall take any short position in the shares of the Funds. This
prohibition shall not prevent the purchase of such shares by any of the officers
or bona fide employees of the Manager or any trust, pension, profit-sharing or
other benefit plan for such persons or affiliates thereof, at a price not less
than the net asset value thereof at the time of purchase, as allowed pursuant to
rules promulgated under the 1940 Act.
10. Conflicts with Trust's Governing Documents and
Applicable Laws. Nothing herein contained shall be deemed to require the Trust
or the Funds to take any action contrary to the Trust's Agreement and
Declaration of Trust, By-Laws, or any applicable statute or regulation, or to
relieve or deprive the Board of Trustees of the Trust of its responsibility for
and control of the conduct of the affairs of the Trust and Funds.
11. Manager's Liabilities.
(a) In the absence of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the obligations or duties
hereunder on the part of the Manager, the Manager shall not be subject to
liability to the Trust or the Funds or to any shareholder of the Funds for any
act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security by the Funds.
(b) The Funds shall indemnify and hold harmless
the Manager and the shareholders, directors, officers and employees of the
Manager (any such person, an "Indemnified Party") against any loss, liability,
claim, damage or expense (including the reasonable cost of investigating and
defending any alleged loss, liability, claim, damage or expenses and reasonable
counsel fees incurred in connection therewith) arising out of the Indemnified
Party's performance or non-performance of any duties under this Agreement
provided, however, that nothing herein shall be deemed to protect any
Indemnified Party against any liability to which such Indemnified Party would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties under this Agreement.
(c) No provision of this Agreement shall be
construed to protect any Trustee or officer of the Trust, or
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<PAGE>
officer of the Manager, from liability in violation of Sections 17(h) and (i) of
the 1940 Act.
12. Non-Exclusivity. The Trust's employment of the
Manager is not an exclusive arrangement, and the Trust may from time to time
employ other individuals or entities to furnish it with the services provided
for herein. In the event this Agreement is terminated with respect to any Fund,
this Agreement shall remain in full force and effect with respect to all other
Funds listed on Appendix A hereto, as the same may be amended.
13. Term. This Agreement shall become effective with
respect to each Fund upon the latter of the requisite approval of shareholders
of the Fund and the closing of the transaction causing the termination of the
investment management agreement with the Fund immediately preceding this
Agreement and shall remain in effect for a period of two (2) years, unless
sooner terminated as hereinafter provided. This Agreement shall continue in
effect thereafter for additional periods not exceeding one (l) year so long as
such continuation is approved for each Fund at least annually by (i) the Board
of Trustees of the Trust or by the vote of a majority of the outstanding voting
securities of each Fund and (ii) the vote of a majority of the Trustees of the
Trust who are not parties to this Agreement nor interested persons thereof, cast
in person at a meeting called for the purpose of voting on such approval.
14. Termination. This Agreement may be terminated by the
Trust on behalf of any one or more of the Funds at any time without payment of
any penalty, by the Board of Trustees of the Trust or by vote of a majority of
the outstanding voting securities of a Fund, upon sixty (60) days' written
notice to the Manager, and by the Manager upon sixty (60) days' written notice
to a Fund.
15. Termination by Assignment. This Agreement shall
terminate automatically in the event of any transfer or assignment thereof, as
defined in the 1940 Act.
16. Transfer, Assignment. This Agreement may not be
transferred, assigned, sold or in any manner hypothecated or pledged without the
affirmative vote or written consent of the holders of a majority of the
outstanding voting securities of each Fund.
17. Severability. If any provision of this Agreement
shall be held or made invalid by a court decision, statute or rule, or shall be
otherwise rendered invalid, the remainder of this Agreement shall not be
affected thereby.
18. Definitions. The terms "majority of the outstanding
voting securities" and "interested persons" shall have the meanings as set forth
in the 1940 Act.
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<PAGE>
19. Notice of Declaration of Trust. The Manager agrees
that the Trust's obligations under this Agreement shall be limited to the Funds
and to their assets, and that the Manager shall not seek satisfaction of any
such obligation from the shareholders of the Funds nor from any trustee,
officer, employee or agent of the Trust or the Funds.
20. Captions. The captions in this Agreement are included
for convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
21. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of California without
giving effect to the conflict of laws principles thereof; provided that nothing
herein shall be construed to preempt, or to be inconsistent with, any federal
law, regulation or rule, including the 1940 Act and the Investment Advisors Act
of 1940 and any rules and regulations promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and attested by their duly authorized officers,
all on the day and year first above written.
JURIKA & VOYLES FUND GROUP J.V. PARTNERS, L.P.
By J.V. Asset Management, Inc.,
its general partner
By:_______________________ By:_________________________
Title:____________________ Title:______________________
-8-
<PAGE>
JURIKA & VOYLES FUND GROUP
APPENDIX A
to Investment Management Agreement
The provisions of the Investment Management Agreement between the Trust and the
Manager apply to the following series of the Trust.
1. Jurika & Voyles Small Cap Fund (Effective December __, 1996)
2. Jurika & Voyles Value + Growth (Effective December __, 1996)
3. Jurika & Voyles Balanced Fund (Effective December __, 1996)
4. Jurika & Voyles Mini Cap Fund (Effective December __, 1996)
JURIKA & VOYLES FUND GROUP J.V. PARTNERS, L.P.
By J.V. Asset Management, Inc.
its general partner
By: ___________________________ By: ___________________________
Title: ________________________ Title: ________________________
<PAGE>
JURIKA & VOYLES FUND GROUP
APPENDIX B
to Invetment Management Agreement
Each Fund shall pay to the Manager, as a full compensation for all
investment management, advisory and administrative services furnished or
provided to such Fund, pursuant to the Investment Management Agreement made as
of December __, 1996, a management fee based upon each Fund's average daily net
assets at the following per annum rates:
1. Jurika & Voyles Small - 0.90%
Cap Fund
2. Jurika & Voyles Value + - 0.85%
Growth Fund
3. Jurika & Voyles Balanced - 0.85%
Fund
4. Jurika & Voyles Mini - 1.00%
Cap Fund
