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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(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Jurika & Voyles Fund Group
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
33-81754; 811-8646
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(3) Filing Party:
Jurika & Voyles Fund Group
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(4) Date Filed:
August 25, 2000
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Notes:
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Jurika & Voyles Fund Group
Jurika & Voyles Small-Cap Fund
Jurika & Voyles Value + Growth Fund
Jurika & Voyles Balanced Fund
August 25, 2000
Dear Shareholder:
As we announced to you in July, our parent company has entered into an
agreement to be acquired by CDC Asset Management, a leading French financial
institution, as more fully described in the enclosed proxy statement. As a
result, we are soliciting your vote for approval of the proposal described in
the enclosed proxy statement. Reading this letter completely may make your
review of the proxy statement easier. We ask that you review the proxy
statement and vote your shares promptly. You can vote by returning the
enclosed card or following the instructions to vote via the Internet or touch-
tone phone.
Q. What is the Proposal about?
The sole proposal relates to the advisory agreement for each Fund. The laws
governing mutual funds generally require that when an investment adviser or
its parent company undergoes a change in ownership, the advisory agreement
with each fund will terminate. In order for the Jurika & Voyles Fund Group to
continue with Jurika & Voyles, L.P. as the investment adviser, shareholders
must approve the new form of agreement. The proposed new agreement is
substantially the same as the current agreement. Fees will not change, and no
changes are planned to the portfolio managers of your Fund.
Q. How will the CDC transaction affect the Funds?
The transaction is not expected to affect the daily operations of the Funds
or the investment management activities of Jurika & Voyles, L.P. Jurika &
Voyles, L.P. and the Funds will continue to operate autonomously, but will be
part of a larger organization with the resources of CDC Asset Management. We
will continue to work to meet your expectations for consistent, competitive
performance and high quality customer service. The Funds' investment
objectives, strategies and portfolio managers are not expected to change as a
result of the transaction.
Separate Proxy Cards are enclosed for each Account you own.
If you own shares in more than one account registered under the same social
security number, we have enclosed a separate card for each account in each
Fund. These are not duplicate cards; it is important to vote each account
represented by the proxy cards enclosed.
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Remember--Your Vote Counts!
Your vote is extremely important, even if you only own a few Fund shares.
Voting promptly is also important. If we do not receive enough votes, we will
have to re-solicit shareholders, which can be time consuming and may delay the
meeting. You may receive a reminder call to return your proxy from D.F. King &
Company, a proxy solicitation firm.
You can vote by mail, on the Internet, or by toll-free telephone.
You may vote simply by returning the enclosed proxy card. You may instead
vote via the internet or with a toll-free call from a touch-tone telephone.
Please see your proxy card for more information and voting instructions. If
you do vote electronically, you do not need to mail your proxy card. However,
if you want to change your vote you may do so using the proxy card, telephone
or Internet.
Thank you for your cooperation in voting on this important proposal. If you
have questions, please call our service center representatives toll-free at
(800) 584-6878.
Sincerely,
Karl O. Mills
President
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Jurika & Voyles Fund Group
1999 Harrison Street, Suite 700
Oakland, CA 94612
Jurika & Voyles Small-Cap Fund
Jurika & Voyles Value + Growth Fund
Jurika & Voyles Balanced Fund
(the "Funds")
Notice of Special Meeting of Shareholders
October 9, 2000
A Special Meeting of the shareholders of each Fund will be held at 1999
Harrison Street, Suite 700, Oakland, CA 94612 on October 9, 2000 at 9:00 a.m.
for these purposes:
1. To approve a new Investment Management Agreement with Jurika &
Voyles, L.P. for each Fund.
2. To consider and act upon any other matters that properly come before
the meeting and any adjourned session of the meeting.
Shareholders of record at the close of business on August 25, 2000 are
entitled to notice of and to vote at the meeting and any adjourned session.
By order of the Board of
Trustees,
Scott A. Jaggers,
Secretary
August 25, 2000
Please respond. Your vote is important. Please vote your shares on the
internet or by telephone, or complete, sign, date and return the enclosed
proxy card, whether or not you plan to attend the meeting.
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PROXY STATEMENT
Jurika & Voyles Fund Group
1999 Harrison Street, Suite 700
Oakland, CA 94612
Jurika & Voyles Small-Cap Fund
Jurika & Voyles Value + Growth Fund
Jurika & Voyles Balanced Fund
(the "Funds")
The Trustees of Jurika & Voyles Fund Group (the "Trustees") are soliciting
proxies from the shareholders of each of the Funds in connection with a
Special Meeting of Shareholders of each Fund (the "Meeting"). The Meeting has
been called to be held at 1999 Harrison Street, Suite 700, Oakland, CA 94612
on October 9, 2000 at 9:00 a.m. The meeting notice, this Proxy Statement and
proxy cards are being sent to shareholders of record at the close of business
on August 25, 2000 (the "Record Date") beginning on or about August 25, 2000.
The only item of business that the Trustees expect will come before the
Meeting is approval of a new Investment Management Agreement for each Fund
(each Fund's "New Advisory Agreement") with Jurika & Voyles, L.P. (the
"Adviser"). As explained below, the proposed New Advisory Agreement for each
Fund is identical (except for its date) to the Investment Management Agreement
currently in effect for that Fund (each Fund's "Current Advisory Agreement").
The reason the Trustees are proposing the New Advisory Agreement for each
Fund is that the Current Advisory Agreements will terminate when the Adviser's
parent company, Nvest Companies, L.P. ("Nvest"), is acquired by a new parent
company, CDC Asset Management ("CDC AM"). (A federal law, the Investment
Company Act of 1940 (the "Investment Company Act"), provides generally that
the advisory agreements of mutual funds automatically terminate when the
investment adviser or its parent company undergo a significant change of
ownership.) The Trustees have carefully considered the matter, and have
concluded that it is appropriate to enter into the New Advisory Agreement for
each Fund, so that the Adviser can continue to manage each Fund on the same
terms as are now in effect, following the acquisition of Nvest by CDC AM.
The acquisition of Nvest by CDC AM will occur only if various conditions are
satisfied (or waived by the parties, if permitted by law). These conditions
include, among others, certain government approvals of the acquisition and
approval of the acquisition by vote of the unitholders of Nvest and Nvest,
L.P. ("Nvest, L.P."), Nvest's advising general partner. Nvest currently
expects that the
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acquisition will occur during the fourth calendar quarter of 2000, but the
acquisition could be delayed. If the acquisition does not occur, the New
Advisory Agreements would not be needed because the automatic termination of
the Current Advisory Agreements would not occur.
Under the Investment Company Act, a Fund cannot enter into a New Advisory
Agreement unless the shareholders of that Fund vote to approve the New
Advisory Agreement. The Meeting is being held to seek shareholder approval of
the New Advisory Agreements. No change in advisory fee rate is being proposed.
Shareholders of each Fund will vote only with regard to the New Advisory
Agreement for their own Fund. Each share is entitled to cast one vote, and
fractional shares are entitled to a proportionate fractional vote.
The Trustees recommend that the shareholders of each Fund vote to approve
the New Advisory Agreement for their Fund.
Description of the New Advisory Agreements
The New Advisory Agreement for each Fund is identical to the Current
Advisory Agreement for that Fund, except that the date of each New Advisory
Agreement will be the date that CDC AM acquires Nvest. Appendix A to this
Proxy Statement sets forth information about the Current Advisory Agreements,
including the dates of the Current Advisory Agreements and the advisory fee
rates under both the New Advisory Agreements and the Current Advisory
Agreements. Appendix B to this Proxy Statement contains the form of the
Advisory Agreements. Each Current Advisory Agreement and each New Advisory
Agreement matches the form in Appendix B, except for the names of the Funds,
the dates of the Agreements and the fee rates. The next several paragraphs
briefly summarize some important provisions of the New Advisory Agreements,
but for a complete understanding of the Agreements you should read Appendixes
A and B.
Each New Advisory Agreement essentially provides that the Adviser, under the
Trustees' supervision, will (1) decide what securities to buy and sell for the
Fund's portfolio, (2) select brokers and dealers to carry out portfolio
transactions for the Fund and (3) provide officers, office space and certain
administrative services to the Fund.
Each New Advisory Agreement provides that it will continue in effect for an
initial period of two years (beginning on the date CDC AM acquires Nvest).
After that, it will continue in effect from year to year as long as the
continuation is approved at least annually (i) by the Trustees or by vote of a
majority of the outstanding voting securities of the relevant Fund, and (ii)
by vote of a majority of the Trustees who are not "interested persons," as
that term is defined in the
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Investment Company Act, of the Trust or the Adviser (these Trustees who are
not "interested persons" are referred to below as the "Independent Trustees").
Each New Advisory Agreement may be terminated without penalty by vote of the
Trustees or by vote of a majority of the outstanding voting securities of the
relevant Fund, on sixty days' written notice to the Adviser, or by the Adviser
upon sixty days' written notice to the Trust, and each terminates
automatically in the event of its "assignment" as defined in the Investment
Company Act. The Investment Company Act defines "assignment" to include, in
general, transactions in which a significant change in the ownership of an
investment adviser or its parent company occur (such as the acquisition of
Nvest by CDC AM).
Each New Advisory Agreement provides that the Adviser will not be liable to
the relevant Fund or its shareholders, except for liability arising from the
Adviser's willful misfeasance, bad faith, gross negligence or reckless
disregard of duty.
Basis for the Trustees' Recommendation
The Trustees determined at a meeting held on June 30, 2000 to recommend that
each Fund's shareholders vote to approve the New Advisory Agreement for their
Fund.
In coming to this recommendation, the Trustees considered a wide range of
information of the type they regularly consider when determining whether to
continue a Fund's advisory agreement as in effect from year to year. The
Trustees considered information about, among other things:
. the Adviser and its personnel (including particularly those personnel
with responsibilities for providing services to the Funds), resources
and investment process;
. the terms of the relevant advisory agreements (in this case, the New
Advisory Agreements);
. the scope and quality of the services that the Adviser has been
providing to the Funds;
. the investment performance of the Funds and of similar funds managed
by other advisers;
. the advisory fee rates payable to the Adviser by the Funds and by
other funds and client accounts managed by the Adviser, and payable by
similar funds managed by other advisers (Appendix C to this Proxy
Statement contains information comparing each Fund's advisory fee
schedule to the fee schedule for other funds managed by the Adviser
that have investment objectives similar to the Funds');
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. the Adviser's practices regarding the selection and compensation of
brokers and dealers that execute portfolio transactions for the Funds,
and the brokers' and dealers' provision of brokerage and research
services to the Adviser (see "Certain Brokerage Matters" below for
more information about these matters);
. the total expense ratios of the Funds and of similar funds managed by
other advisers; and
. compensation payable by the Funds to affiliates of the Adviser for
other services (see Appendix D to this Proxy Statement for more
information about this compensation).
In addition to reviewing these kinds of information, which the Trustees
regularly consider on an annual or more frequent basis, the Trustees gave
particular consideration to matters relating to the possible effects on the
Adviser and the Funds of the acquisition of Nvest by CDC AM. Among other
things, the Trustees considered:
. the stated intention of Nvest and CDC AM that the Adviser will
continue to have a high degree of managerial autonomy from its parent
organizations and from other subsidiaries of Nvest;
. the stated intention of Nvest, CDC AM and the Adviser that the
acquisition not change the investment approach or process used by the
Adviser in managing the Funds;
. representations of senior executives of the Adviser and the portfolio
managers of the Funds that they have no intention of terminating their
employment with the Adviser as a result of CDC AM's acquisition of
Nvest, and representations of the Adviser, Nvest and CDC AM that they
have no intention of terminating the employment of these executives or
portfolio managers as a result of the acquisition;
. certain actions taken by CDC AM, Nvest and the Adviser to help retain
and incent key personnel of Nvest and the Adviser;
. assurances from the Adviser that it has no plans, as a result of or in
connection with CDC AM's acquisition of Nvest, to change or
discontinue existing arrangements under which it waives fees or bears
expenses of certain of the Funds;
. the general reputation and the financial resources of CDC AM and its
parent organizations; and
. the fact that affiliates of the Adviser who currently provide transfer
agency services to the Funds are willing to continue to do so
following the acquisition, and that the compensation rates payable by
the Funds for these services are not expected to change as a result of
the acquisition.
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In addition, the Trustees considered that the agreement relating to the
acquisition of Nvest by CDC AM provides that CDC AM and its immediate parent
company will (subject to certain qualifications) use their reasonable best
efforts to assure compliance with Section 15(f) of the Investment Company Act.
Section 15(f) provides that a mutual fund investment adviser or its affiliates
can receive benefit or compensation in connection with a change of control of
the investment adviser (such as CDC AM's acquisition of the Adviser's parent,
Nvest) if two conditions are satisfied. First, for three years after the
change of control, at least 75% of the members of the board of any registered
investment company advised by the adviser must consist of persons who are not
"interested persons," as defined in the Investment Company Act, of the
adviser. (No changes in the current composition of the Trustees are required
to satisfy this condition.) Second, no "unfair burden" may be imposed on any
such registered investment company as a result of the change of control
transaction or any express or implied terms, conditions or understandings
applicable to the transaction. "Unfair burden" means any arrangement, during
the two years after the transaction, by which the investment adviser or any
"interested person" of the adviser receives or is entitled to receive any
compensation, directly or indirectly, from such investment company or its
security holders (other than fees for bona fide investment advisory or other
services) or from any other person in connection with the purchase or sale of
securities or other property to, from or on behalf of such investment company.
After carefully considering the information summarized above, the Trustees,
including the Independent Trustees, unanimously voted to approve the New
Advisory Agreement for each Fund and to recommend that each Fund's
shareholders vote to approve the New Advisory Agreement for their Fund.
Information About the Ownership of the Adviser and the CDC AM/Nvest
Transaction
The Adviser is a limited partnership that has one general partner, Jurika &
Voyles, Inc. (the "Adviser General Partner"). Christopher L. Bittman is the
principal executive officer of the Adviser. Mr. Bittman's principal occupation
is his position with the Adviser. The address of the Adviser, the Adviser
General Partner and Mr. Bittman is 1999 Harrison Street, Suite 700, Oakland,
CA 94612. The Adviser General Partner is a direct wholly-owned subsidiary of
Nvest Holdings, Inc. ("Nvest Holdings"), which in turn is a direct wholly-
owned subsidiary of Nvest. Nvest's managing general partner, Nvest
Corporation, is a direct wholly-owned subsidiary of MetLife New England
Holdings, Inc. MetLife New England Holdings, Inc. is a direct wholly-owned
subsidiary of Metropolitan Life Insurance Company ("MetLife"). Nvest
Corporation is also the sole general partner of Nvest, L.P. Nvest, L.P.,
Nvest's advising general partner, is a publicly traded company listed on the
New York Stock Exchange. In addition to owning Nvest Corporation,
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MetLife owns, directly or indirectly, approximately a 48% limited partnership
interest in Nvest. Nvest, L.P. owns approximately 15% of Nvest. (These
percentages, which are as of June 30, 2000, do not reflect the vesting and
exercise, described below, of various options held by personnel of Nvest and
of its affiliates, including the Adviser, to acquire limited partnership units
of Nvest, L.P.) If the proposed acquisition is completed, Nvest Corporation
will cease to be the managing general partner of Nvest and the general partner
of Nvest, L.P., and MetLife will cease to own any partnership interest in
Nvest. MetLife is a wholly-owned subsidiary of MetLife, Inc., a publicly
traded company listed on the New York Stock Exchange. The address of Nvest,
Nvest Corporation, Nvest Holdings and Nvest, L.P. is 399 Boylston Street,
Boston, Massachusetts 02116. The address of MetLife New England Holdings,
Inc., MetLife and MetLife, Inc. is One Madison Avenue, New York, New York
10010.
On June 16, 2000, Nvest and CDC AM announced that they and certain of their
respective affiliated companies had entered into an Agreement and Plan of
Merger (the "Merger Agreement"). Under the Merger Agreement, CDC AM would
acquire all of the outstanding units of partnership interest in both Nvest and
Nvest, L.P., at a price of $40 per unit. This price is subject to reduction
(but not below $34 per unit) based in part on a formula that takes into
account the investment advisory fees payable to the Adviser and other Nvest
affiliates by their mutual fund and other investment advisory clients that
have consented to the transaction. Under this formula, the price per unit that
CDC AM will pay to acquire Nvest, including the price it will pay to those
Fund trustees and officers who hold or have been granted options to acquire
units (see below), could be reduced if a Fund's shareholders do not approve
the New Advisory Agreement for their Fund. Assuming a transaction price of $40
per unit, and the number of units and options outstanding as of June 30, 2000,
the aggregate price payable by CDC AM to acquire all of the units of Nvest
will be approximately $1.5 billion, and the aggregate price payable by CDC AM
to acquire all of the units of Nvest, L.P. (including payments with respect to
units subject to options) will be approximately $375 million.
The transaction will not occur unless various conditions are satisfied (or
waived by the parties, if permitted by law). One of these conditions is
obtaining approval or consent from investment advisory clients of the Adviser
and other Nvest affiliates (including mutual fund clients) whose advisory fees
represent a specified percentage of the total advisory fee revenues of the
Nvest organization. Because of this condition, approval or disapproval by a
Fund's shareholders of a New Advisory Agreement for their Fund, taken together
with other clients' consents or approvals, could affect whether or not the
transaction occurs. As described below, certain trustees and officers of the
Funds will receive certain material payments or benefits if the transaction
occurs. The transaction will result
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in the automatic termination of the Current Advisory Agreements. If for some
reason the transaction does not occur, the automatic termination of the
Current Advisory Agreements will not occur, and the New Advisory Agreements
will not be entered into, even if they have been approved by the Funds'
shareholders.
As a result of the acquisition, Nvest and Nvest, L.P. would become indirect
wholly-owned subsidiaries of CDC AM, which in turn is 60% owned by CDC
Finance, a wholly-owned subsidiary of Caisse des depots et Consignations
("CDC"). Founded in 1816, CDC is a major diversified financial institution
with a strong global presence in the banking, insurance, investment banking,
asset management and global custody industries. In addition to its 60%
ownership of CDC AM through CDC Finance, CDC owns 40% of CNP Assurances, the
leading French insurance company, which itself owns 20% of CDC AM. CDC also
owns 35% of Caisse National des Caisses d'Epargne, which also owns 20% of CDC
AM. CDC is 100% owned by the French state. The main place of business of CDC
AM is 7, place des Cinq Martyrs du Lycee Buffon, 75015 Paris, France. The
registered address of CDC Finance is 56, rue de Lille, 75007 Paris, France.
The registered address of CDC is 56, rue de Lille, 75007 Paris, France. The
registered address of CNP Assurances is 4, place Raoul Dautry, 75015 Paris,
France. The registered address of Caisse National des Caisses d'Epargne is 5,
rue Masseran, 75007 Paris, France. Following the acquisition, it is expected
that Nvest will be renamed CDC Asset Management-North America.
Various personnel of Nvest and of its affiliates, including the Adviser,
have previously been granted options to purchase limited partnership units of
Nvest, L.P. ("Nvest L.P. Units"). The Merger Agreement provides that these
options will vest and become fully exercisable immediately before CDC AM's
acquisition of Nvest and Nvest, L.P., even though some of these options would
not otherwise have vested or been exercisable at that time. Each option will
be converted into the right to receive cash from Nvest in an amount equal to
the difference between the option's exercise price and the transaction price
of $40 per unit (subject to reduction, but not below $34 per unit, as
explained above).
Certain Relationships and Interests of Trust Trustees and Officers. Karl O.
Mills, a Trustee and officer of the Trust, and the following persons who are
officers of the Trust are also officers of the Adviser: Christopher L. Bittman
and Scott A. Jaggers; Sherry A. Umberfield, a Trustee of the Trust, is an
officer of Nvest (collectively, the "Adviser Affiliates"). Some of the Adviser
Affiliates, including Mr. Mills and Ms. Umberfield, own partnership units in
Nvest or Nvest, L.P. or have the right to acquire partnership units under
options and, upon completion of CDC AM's acquisition of Nvest, will receive
the consideration provided in the Merger Agreement for the partnership units
they own or have the right to acquire under options. Depending on the number
of units an Adviser Affiliate owns or has
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the right to acquire, the amount of consideration he or she receives could be
substantial. Also, in connection with CDC AM's acquisition of Nvest, CDC AM
will establish a retention program under which certain Adviser Affiliates,
including Mr. Mills and Ms. Umberfield, may receive cash retention awards
payable over one to three years. To receive these awards, which are in
addition to regular salary and bonus payments and in some cases may be
substantial in amount, an eligible Adviser Affiliate must remain employed by
the Adviser and must agree to refrain from competing with the Adviser and
soliciting clients of the Adviser.
Certain Brokerage Matters. In their consideration of the New Advisory
Agreement, the Trustees took account of the Adviser's practices regarding the
selection and compensation of brokers and dealers that execute portfolio
transactions for the Funds, and the brokers' and dealers' provision of
brokerage and research services to the Adviser. The Adviser has informed the
Trustees that it does not expect to change these practices as a result of CDC
AM's acquisition of Nvest nor does the Adviser expect to use the services of
any broker or dealer affiliated with Nvest or CDC AM.
Other Information
Principal Underwriter's and Administrator's Address. The address of the
Funds' principal underwriter, First Fund Distributors, Inc., and the Funds'
administrator, Investment Company Administration, L.L.C., is 4455 East
Camelback Road, Suite 261E, Phoenix, AZ 85018.
Fund Annual and Semi-Annual Reports. The Funds have previously sent their
Annual Report for the year ended June 30, 1999 and their Semi-Annual Report
for the six months ended December 31, 1999 to their shareholders. You can
obtain a copy of these Reports without charge by writing to Jurika & Voyles
Fund Group, P.O. Box 9291 Boston, MA 02205-8562 or by calling (800) 584-6878.
Outstanding Shares and Significant Shareholders. Appendix E to this Proxy
Statement lists for each Fund the total number of shares outstanding as of
June 30, 2000 for each class of the Fund's shares entitled to vote at the
Meeting. It also identifies holders of more than 5% of any class of shares of
each Fund, and contains information about the shareholdings in the Funds of
the Trustees and the executive officers of the Funds.
Information About Proxies and the Conduct of the Meeting
Solicitation of Proxies. Proxies will be solicited primarily by mailing this
Proxy Statement and its enclosures, but proxies may also be solicited through
further mailings, telephone calls, personal interviews or e-mail by officers
of the
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Funds or by employees or agents of the Adviser or of Nvest and its affiliated
companies. In addition, D. F. King & Co., Inc. has been engaged to assist in
the solicitation of proxies, at an estimated cost of $5,000.
Costs of Solicitation. All of the costs of the Meeting, including the costs
of soliciting proxies, will be paid by the Adviser, Nvest or CDC AM. None of
these costs will be borne by the Funds.
Voting and Tabulation of Proxies. You may vote by any one of the following
three methods: (1) by mailing the enclosed proxy card, (2) through the use of
the internet, or (3) by telephone. Shares represented by duly executed proxies
will be voted as instructed on the proxy. If you mail the enclosed proxy, and
no choice is indicated, the proxy will be voted in favor of the New Advisory
Agreement. Votes made through the use of the internet or by telephone must
have an indicated choice to be accepted. At any time before it has been voted,
you may revoke your proxy in any of the following ways: (i) by sending a
signed, written letter of revocation to the Secretary of the Trust, (ii) by
properly executing a later-dated proxy by any of the voting methods described
above, or (iii) by attending the Meeting and voting in person.
Votes cast in person or by proxy at the Meeting will be counted by persons
appointed by the Funds as tellers for the Meeting (the "Tellers"). 40% of the
shares of any Fund outstanding on the Record Date, present in person or
represented by proxy, constitutes a quorum for the transaction of business by
the shareholders of that Fund at the Meeting. In determining whether a quorum
is present, the Tellers will count shares represented by proxies that reflect
abstentions, and "broker non-votes," as shares that are present and entitled
to vote. Since these shares will be counted as present, but not as voting in
favor of any proposal, these shares will have the same effect as if they cast
votes against the proposal. "Broker non-votes" are shares held by brokers or
nominees as to which (i) the broker or nominee does not have discretionary
voting power and (ii) the broker or nominee has not received instructions from
the beneficial owner or other person who is entitled to instruct how the
shares will be voted.
Required Vote. For each Fund, the vote required to approve the New Advisory
Agreement is the lesser of (1) 67% of the shares of that Fund that are present
at the Meeting, if the holders of more than 50% of the shares of the Fund
outstanding as of the Record Date are present or represented by proxy at the
Meeting, or (2) more than 50% of the shares of the Fund outstanding on the
Record Date. If the required vote is not obtained for any Fund, the Trustees
will consider what other actions to take in the best interests of the Funds.
Adjournments; Other Business. If any Fund has not received enough votes by
the time of the Meeting to approve that Fund's New Advisory Agreement, the
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persons named as proxies may propose that the Meeting be adjourned one or more
times as to that Fund to permit further solicitation of proxies. Any
adjournment requires the affirmative vote of more than 50% of the total number
of shares of that Fund that are present in person or by proxy when the
adjournment is being voted on. The persons named as proxies will vote in favor
of any such adjournment all proxies that they are entitled to vote in favor of
the relevant Fund's New Advisory Agreement. They will vote against any such
adjournment any proxy that directs them to vote against the New Advisory
Agreement. They will not vote any proxy that directs them to abstain from
voting on the New Advisory Agreement.
The Meeting has been called to transact any business that properly comes
before it. The only business that management of the Funds intends to present
or knows that others will present is the approval of the New Advisory
Agreements. If any other matters properly come before the Meeting, and on all
matters incidental to the conduct of the Meeting, the persons named as proxies
intend to vote the proxies in accordance with their judgment, unless the
Secretary of the Funds has previously received written contrary instructions
from the shareholder entitled to vote the shares.
Shareholder Proposals at Future Meetings. The Trust does not hold annual or
other regular meetings of shareholders. Shareholder proposals to be presented
at any future meeting of shareholders of the Funds must be received by the
Funds in writing a reasonable amount of time before the Trust solicits proxies
for that meeting, in order to be considered for inclusion in the proxy
materials for that meeting.
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Appendix A
<TABLE>
<CAPTION>
Description of Trustee
Action Regarding Date of Last
Date of Current Advisory Submission of Current
Advisory Current Agreement Since Advisory Agreement for
Fee Rate Advisory Beginning of Fund's Shareholder Approval
Name of Fund Schedule Agreement Last Fiscal Year and Reason for Submission
------------ -------- --------- ---------------------- -------------------------
<S> <C> <C> <C> <C>
Jurika & 1.00% 1/1/1997 one-year renewal December 5, 1996
Voyles approved 11/3/1999 (acquisition of
Small-Cap Adviser by Nvest)
Fund
Jurika & 0.85% 1/1/1997 one-year renewal December 5, 1996
Voyles Value approved 11/3/1999 (acquisition of
+ Growth Fund Adviser by Nvest)
Jurika & 0.70% 1/1/1997 one-year renewal December 5, 1996
Voyles approved 11/3/1999 (acquisition of
Balanced Adviser by Nvest)
Fund
</TABLE>
A-1
<PAGE>
Appendix B
Form of Investment Management Agreement
THIS INVESTMENT MANAGEMENT AGREEMENT made as of the day of , 2000, 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 JURIKA & VOYLES,
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 investment 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
B-1
<PAGE>
otherwise and such other limitations as the Trust's Board of 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 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 Funds; 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
B-2
<PAGE>
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 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,
B-3
<PAGE>
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 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)
to the extent not payable by a Fund directly or through a Rule 12b-1
distribution plan, 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 the Trust's
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
B-4
<PAGE>
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 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 A, 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 be paid
monthly, in arrears, to the Manager on the first business day of the
calendar month immediately following the calendar month of accrual.
(c) The initial fee under this Agreement shall be payable on the first
business day of the calendar month immediately following the effective
date of this Agreement and shall be prorated as set forth below. If this
Agreement is terminated on a day that is not the last day of a calendar
month, the fee to the Manager shall be prorated for the portion of that
calendar month, according to the proportion which the actual number of
calendar days in the month during which the Agreement is in effect bears
to the total number of calendar days in the month, and shall be payable
within ten (10) days after the effective date of termination of this
Agreement.
(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
B-5
<PAGE>
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 from the Manager pursuant to this paragraph 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, as applicable, do not exceed
the applicable state limitation or any more restrictive limitation to
which the Manager has agreed.
(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
B-6
<PAGE>
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 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 (1) 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.
B-7
<PAGE>
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.
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, nor from any Fund to satisfy the
obligations of any other Fund.
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 Advisers Act of 1940, as
amended, 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
By: _________________________________ JURIKA & VOYLES, L.P.
Title: ______________________________ By: _________________________________
Title: ______________________________
B-8
<PAGE>
Appendix C
Certain Other Mutual Funds Advised by the Adviser
The Adviser acts as investment sub-adviser to the following other mutual
fund that has an investment objective similar to one of the Funds, for
compensation at the annual percentage rate of the corresponding average net
asset levels of such fund.
Jurika & Voyles Value + Growth Fund
<TABLE>
<CAPTION>
Adviser's
Net Assets of Other Fee Relationship
Other Fund with Similar Objectives Fund at June 30, 2000 Rate to Fund
---------------------------------- --------------------- ------ ------------
<S> <C> <C> <C>
Travelers Series Trust, Jurika $10,405,313 0.375% Sub-Adviser
& Voyles Core Equity
Portfolio
</TABLE>
C-1
<PAGE>
Appendix D
<TABLE>
<CAPTION>
Brokerage Percentage
Transfer Distribution Commissions of Fund's
Agency and Fees for and on Fund's Total
Shareholder Legal and Shareholder Portfolio Brokerage
Servicing Accounting Servicing Transactions Commissions
Advisory Administrative Fees Paid Services (12b-1) Fees Paid to Paid to
Fee Paid Fees Paid to to Paid to Paid to Adviser's Adviser's
to Adviser's Adviser's Adviser's Adviser's Brokerage Brokerage
Name of Fund Adviser Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates
------------ -------- -------------- ----------- ---------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Jurika & Voyles
Small-Cap Fund $230,081 $ 0 $60,079 $ 0 $ 0 $ 0 $ 0
Jurika & Voyles
Value + Growth Fund 121,646 0 45,031 0 0 0 0
Jurika & Voyles
Balanced Fund 161,880 0 28,621 0 0 0 0
</TABLE>
All figures are for the fiscal year ended June 30, 2000, and are unaudited.
D-1
<PAGE>
Appendix E
Shares Outstanding
For each class of the Fund's shares entitled to vote at the Meeting, the
number of shares outstanding as of June 30, 2000 was as follows:
<TABLE>
<CAPTION>
Number of
Shares of
Name of Fund Class
------------ -------------
<S> <C>
Jurika & Voyles Small-Cap Fund.................................... 1,827,691.847
Jurika & Voyles Value + Growth Fund............................... 1,744,688.835
Jurika & Voyles Balanced Fund..................................... 2,626,432.962
</TABLE>
Ownership of Shares
As of June 30, 2000, the following persons owned of record or beneficially
5% more of the noted class of shares of the noted Fund:
<TABLE>
<CAPTION>
Shares Percentage of
Beneficially Outstanding
Shareholder Identification Owned Shares Owned
-------------------------- ------------ -------------
<S> <C> <C>
Jurika & Voyles Small-Cap Fund
Charles Schwab & Co. FBO its customers* ** .......... 566,756.934 31.0%
101 Montgomery Street, San Francisco, CA 94104
US Bank NA as custodian**............................ 303,394.975 16.6%
NSP Retirement Savings Trust
PO Box 70870, Saint Paul, MN 55170
Prudential Securities FBO its customers** ........... 165,382.755 9.0%
1 New York Plaza, New York, NY 10004
Trustees and Officers, as a group.................... 34,525.936 1.9%
Jurika & Voyles Value + Growth Fund
Vanguard Fiduciary Trust Co. FBO* **................. 994,906.215 57.0%
Memorial Health Services Plan
PO Box 2600, Valley Forge, PA 19482
Charles Schwab & Co. FBO its customers** ............ 274,402.736 15.7%
101 Montgomery Street, San Francisco, CA 94104
Jurika & Voyles Balanced Fund
Charles Schwab & Co. FBO its customers* ** .......... 748,932.769 28.5%
101 Montgomery Street, San Francisco, CA 94104
Eva Benson Buck Charitable Lead Trust C ............. 146,403.194 5.6%
c/o Heller Ehrman White & McAuliffe
425 California Street, San Francisco, CA 94104
</TABLE>
E-1
<PAGE>
As of June 30, 2000, the Trust believes that the Trustees and officers of
the Trust, as a group, owned less than one percent of Jurika & Voyles Value +
Growth Fund, Jurika & Voyles Balanced Fund and the Trust as a whole.
-----------
* Entity owned 25% or more of the outstanding shares of beneficial interest
of the Fund, and therefore may be presumed to "control" the Fund, as that
term is defined in the 1940 Act.
** Shares are believed to be held only as nominee.
E-2
<PAGE>
J&V001
<PAGE>
VOTE TODAY BY MAIL,
[GRAPHIC] TOUCH-TONE PHONE OR THE INTERNET
JURIKA & VOYLES CALL TOLL-FREE 1-888-221-0697
OR LOG ON TO WWW.PROXYWEB.COM
\/ Please fold and detach card at perforation before mailing \/
PROXY SOLICITED BY THE BOARD OF TRUSTEES
PROXY FOR SPECIAL MEETING OF
SHAREHOLDERS ON OCTOBER 9, 2000
The undersigned hereby appoints Karl Mills and Scott Jaggers and each of them
separately, proxies with full power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on the reverse side, at
the Special Meeting of Shareholders of Jurika & Voyles Fund group (the "Trust"),
on October 9, 2000 at 9:00 a.m. Pacific Time, and any adjournments thereof, all
of the shares of each Fund of the Trust that the undersigned would be entitled
to vote if personally present.
NOTE: Please sign exactly as your name appears on
this proxy card. All joint owners should sign.
When signing as executor, administrator,
attorney, trustee or guardian or as custodian for
a minor, please give full title as such. If a
corporation, please sign in full corporate name
and indicate the signer's office. If a partner,
sign in the partnership name.
-------------------------------------------------
-------------------------------------------------
Signature(s) (if held jointly)
Date ________________________
<PAGE>
\/ Please fold and detach card at perforation before mailing. \/
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE PROPOSAL.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting. The Trustees recommend a vote
FOR the Proposal.
Please vote by filling in the appropriate box below.
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
1. Approval of a new Investment Management Agreement [_] [_] [_]
Between the Trust and Jurika & Voyles, L.P.
(each Fund voting separately)
</TABLE>
