EXHIBIT 17
BERGER GROWTH FUND, INC.
210 UNIVERSITY BOULEVARD
DENVER, COLORADO 80206
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
MARCH 7, 2003
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
BERGER GROWTH FUND, INC.
The undersigned Shareholder(s) of the Berger Growth Fund (the "Fund")
hereby appoint(s) Anthony R. Bosch, Thomas A. Early, Kelley Abbott Howes and
Janice M. Teague (each with full power of substitution), the proxy or proxies of
the undersigned to attend the Special Meeting of Shareholders (the "Special
Meeting") of the Fund to be held on March 7, 2003, and any adjournments thereof,
to vote all of the shares of the Fund that the signer would be entitled to vote
if personally present at the Special Meeting and on any other matters brought
before the Special Meeting, all as set forth in the Notice of Special Meeting of
Shareholders. Said proxies are directed to vote or refrain from voting pursuant
to the Proxy Statement/Prospectus as checked below.
All properly executed proxies will be voted as directed herein by the
signing Shareholder(s). If no direction is given when the duly executed proxy is
returned, such shares will be voted FOR each Proposal. Please date, sign and
return promptly.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS
PORTION FOR YOUR RECORDS.
---------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN
THIS PORTION ONLY.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS A VOTE "FOR" THE
PROPOSALS TO:
Proposal 1: Approve an Agreement and Plan of Reorganization providing for the
transfer of all of the assets and all of the liabilities of the
Berger Growth Fund to the Janus Olympus Fund. This transfer will
be made in exchange for shares of the Janus Olympus Fund, and the
shares so received will be distributed to shareholders of the
Berger Growth Fund.
[ ] For [ ] Against [ ] Abstain
Proposal 2: Ratify an interim Investment Advisory Agreement with Janus Capital
Management LLC.
[ ] For [ ] Against [ ] Abstain
The undersigned acknowledges receipt with this proxy card of a copy of
the Notice of Special Meeting of Shareholders and the Proxy
Statement/Prospectus. Your signature(s) on this proxy card should be exactly as
your name or names appear on this proxy card. If the shares are held jointly,
each holder should sign. If signing is by attorney, executor, administrator,
trustee or guardian, please print your full title below your signature.
Dated: , 2003
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Signature Signature
2
BERGER LARGE CAP GROWTH FUND, INC.
210 UNIVERSITY BOULEVARD
DENVER, COLORADO 80206
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
MARCH 7, 2003
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
BERGER LARGE CAP GROWTH FUND, INC.
The undersigned Shareholder(s) of the Berger Large Cap Growth Fund (the
"Fund") hereby appoint(s) Anthony R. Bosch, Thomas A. Early, Kelley Abbott Howes
and Janice M. Teague (each with full power of substitution), the proxy or
proxies of the undersigned to attend the Special Meeting of Shareholders (the
"Special Meeting") of the Fund to be held on March 7, 2003, and any adjournments
thereof, to vote all of the shares of the Fund that the signer would be entitled
to vote if personally present at the Special Meeting and on any other matters
brought before the Special Meeting, all as set forth in the Notice of Special
Meeting of Shareholders. Said proxies are directed to vote or refrain from
voting pursuant to the Proxy Statement/Prospectus as checked below.
All properly executed proxies will be voted as directed herein by the
signing Shareholder(s). If no direction is given when the duly executed proxy is
returned, such shares will be voted FOR each Proposal. Please date, sign and
return promptly.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS
PORTION FOR YOUR RECORDS.
---------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN
THIS PORTION ONLY.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS A VOTE "FOR" THE
PROPOSALS TO:
Proposal 1: Approve an amendment to the Articles of Incorporation to provide
for approval of certain actions by the vote of a majority of the
outstanding shares, rather than two-thirds of the outstanding
shares as otherwise required by Maryland law.
[ ] For [ ] Against [ ] Abstain
Proposal 2: Approve an Agreement and Plan of Reorganization providing for the
transfer of all of the assets and all of the liabilities of the
Berger Large Cap Growth Fund to the Janus Growth and Income Fund.
This transfer will be made in exchange for shares of the Janus
Growth and Income Fund, and the shares so received will be
distributed to shareholders of the Berger Large Cap Growth Fund.
[ ] For [ ] Against [ ] Abstain
Proposal 3: Ratify an interim Investment Advisory Agreement with Janus Capital
Management LLC.
[ ] For [ ] Against [ ] Abstain
The undersigned acknowledges receipt with this proxy card of a copy of
the Notice of Special Meeting of Shareholders and the Proxy
Statement/Prospectus. Your signature(s) on this proxy card should be exactly as
your name or names appear on this proxy card. If the shares are held jointly,
each holder should sign. If signing is by attorney, executor, administrator,
trustee or guardian, please print your full title below your signature.
Dated: , 2003
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- --------------------------------- ---------------------------------
Signature Signature
2
BERGER INVESTMENT PORTFOLIO TRUST
210 UNIVERSITY BOULEVARD
DENVER, COLORADO 80206
BERGER MID CAP GROWTH FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
MARCH 7, 2003
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF
BERGER INVESTMENT PORTFOLIO TRUST
The undersigned Shareholder(s) of the Berger Mid Cap Growth Fund (the
"Fund"), a series of the Berger Investment Portfolio Trust (the "Trust"), hereby
appoint(s) Anthony R. Bosch, Thomas A. Early, Kelley Abbott Howes and Janice M.
Teague (each with full power of substitution), the proxy or proxies of the
undersigned to attend the Special Meeting of Shareholders (the "Special
Meeting") of the Fund to be held on March 7, 2003, and any adjournments thereof,
to vote all of the shares of the Fund that the signer would be entitled to vote
if personally present at the Special Meeting and on any other matters brought
before the Special Meeting, all as set forth in the Notice of Special Meeting of
Shareholders. Said proxies are directed to vote or refrain from voting pursuant
to the Proxy Statement/Prospectus as checked below.
All properly executed proxies will be voted as directed herein by the
signing Shareholder(s). If no direction is given when the duly executed proxy is
returned, such shares will be voted FOR each Proposal. Please date, sign and
return promptly.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS
PORTION FOR YOUR RECORDS.
---------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN
THIS PORTION ONLY.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE
PROPOSALS TO:
Proposal 1: Approve an Agreement and Plan of Reorganization providing for the
transfer of all of the assets and all of the liabilities of the
Berger Mid Cap Growth Fund to the Janus Enterprise Fund. This
transfer will be made in exchange for shares of the Janus
Enterprise Fund, and the shares so received will be distributed to
shareholders of the Berger Mid Cap Growth Fund.
[ ] For [ ] Against [ ] Abstain
Proposal 2: Ratify an interim Investment Advisory Agreement with Janus Capital
Management LLC.
[ ] For [ ] Against [ ] Abstain
Proposal 3: Elect seven Trustees to the Board of Trustees.
Nominees: (1) Thomas H. Bailey, (2) William F. McCalpin, (3) John
W. McCarter, Jr., (4) Dennis B. Mullen, (5) James T. Rothe, (6)
William D. Stewart, (7) Martin H. Waldinger.
------------------------------------------------------------------
INSTRUCTION: To withhold authority to vote for any individual
nominee(s), write the number(s) on the line immediately above.
[ ] FOR all nominees listed (except [ ] WITHHOLD authority to vote for
as noted in space provided) all nominees listed
The undersigned acknowledges receipt with this proxy card of a copy of
the Notice of Special Meeting of Shareholders and the Proxy
Statement/Prospectus. Your signature(s) on this proxy card should be exactly as
your name or names appear on this proxy card. If the shares are held jointly,
each holder should sign. If signing is by attorney, executor, administrator,
trustee or guardian, please print your full title below your signature.
Dated: , 2003
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- --------------------------------- ---------------------------------
Signature Signature
2
BERGER INVESTMENT PORTFOLIO TRUST
210 UNIVERSITY BOULEVARD
DENVER, COLORADO 80206
BERGER SMALL COMPANY GROWTH FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
MARCH 7, 2003
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF
BERGER INVESTMENT PORTFOLIO TRUST
The undersigned Shareholder(s) of the Berger Small Company Growth Fund
(the "Fund"), a series of the Berger Investment Portfolio Trust (the "Trust"),
hereby appoint(s) Anthony R. Bosch, Thomas A. Early, Kelley Abbott Howes and
Janice M. Teague (each with full power of substitution), the proxy or proxies of
the undersigned to attend the Special Meeting of Shareholders (the "Special
Meeting") of the Fund to be held on March 7, 2003, and any adjournments thereof,
to vote all of the shares of the Fund that the signer would be entitled to vote
if personally present at the Special Meeting and on any other matters brought
before the Special Meeting, all as set forth in the Notice of Special Meeting of
Shareholders. Said proxies are directed to vote or refrain from voting pursuant
to the Proxy Statement/Prospectus as checked below.
All properly executed proxies will be voted as directed herein by the
signing Shareholder(s). If no direction is given when the duly executed proxy is
returned, such shares will be voted FOR each Proposal. Please date, sign and
return promptly.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS
PORTION FOR YOUR RECORDS.
---------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN
THIS PORTION ONLY.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE
PROPOSALS TO:
Proposal 1: Approve an Agreement and Plan of Reorganization providing for the
transfer of all of the assets and all of the liabilities of the
Berger Small Company Growth Fund to the Janus Venture Fund. This
transfer will be made in exchange for shares of the Janus Venture
Fund, and the shares so received will be distributed to
shareholders of the Berger Small Company Growth Fund.
[ ] For [ ] Against [ ] Abstain
Proposal 2: Ratify an interim Investment Advisory Agreement with Janus Capital
Management LLC.
[ ] For [ ] Against [ ] Abstain
Proposal 3: Elect seven Trustees to the Board of Trustees.
Nominees: (1) Thomas H. Bailey, (2) William F. McCalpin, (3) John
W. McCarter, Jr., (4) Dennis B. Mullen, (5) James T. Rothe, (6)
William D. Stewart, (7) Martin H. Waldinger.
------------------------------------------------------------------
INSTRUCTION: To withhold authority to vote for any individual
nominee(s), write the number(s) on the line immediately above.
[ ] FOR all nominees listed (except [ ] WITHHOLD authority to vote for
as noted in space provided) all nominees listed
The undersigned acknowledges receipt with this proxy card of a copy of
the Notice of Special Meeting of Shareholders and the Proxy
Statement/Prospectus. Your signature(s) on this proxy card should be exactly as
your name or names appear on this proxy card. If the shares are held jointly,
each holder should sign. If signing is by attorney, executor, administrator,
trustee or guardian, please print your full title below your signature.
Dated: , 2003
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- --------------------------------- ---------------------------------
Signature Signature
2
BERGER INVESTMENT PORTFOLIO TRUST
210 UNIVERSITY BOULEVARD
DENVER, COLORADO 80206
BERGER BALANCED FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
MARCH 7, 2003
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF
BERGER INVESTMENT PORTFOLIO TRUST
The undersigned Shareholder(s) of the Berger Balanced Fund (the
"Fund"), a series of the Berger Investment Portfolio Trust (the "Trust"), hereby
appoint(s) Anthony R. Bosch, Thomas A. Early, Kelley Abbott Howes and Janice M.
Teague (each with full power of substitution), the proxy or proxies of the
undersigned to attend the Special Meeting of Shareholders (the "Special
Meeting") of the Fund to be held on March 7, 2003, and any adjournments thereof,
to vote all of the shares of the Fund that the signer would be entitled to vote
if personally present at the Special Meeting and on any other matters brought
before the Special Meeting, all as set forth in the Notice of Special Meeting of
Shareholders. Said proxies are directed to vote or refrain from voting pursuant
to the Proxy Statement/Prospectus as checked below.
All properly executed proxies will be voted as directed herein by the
signing Shareholder(s). If no direction is given when the duly executed proxy is
returned, such shares will be voted FOR each Proposal. Please date, sign and
return promptly.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS
PORTION FOR YOUR RECORDS.
---------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN
THIS PORTION ONLY.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE
PROPOSALS TO:
Proposal 1: Approve an Agreement and Plan of Reorganization providing for the
transfer of all of the assets and all of the liabilities of the
Berger Balanced Fund to the Janus Balanced Fund. This transfer
will be made in exchange for shares of the Janus Balanced Fund,
and the shares so received will be distributed to shareholders of
the Berger Balanced Fund.
[ ] For [ ] Against [ ] Abstain
Proposal 2: Ratify an interim Investment Advisory Agreement with Janus Capital
Management LLC.
[ ] For [ ] Against [ ] Abstain
Proposal 3: Elect seven Trustees to the Board of Trustees.
Nominees: (1) Thomas H. Bailey, (2) William F. McCalpin, (3) John
W. McCarter, Jr., (4) Dennis B. Mullen, (5) James T. Rothe, (6)
William D. Stewart, (7) Martin H. Waldinger.
------------------------------------------------------------------
INSTRUCTION: To withhold authority to vote for any individual
nominee(s), write the number(s) on the line immediately above.
[ ] FOR all nominees listed (except [ ] WITHHOLD authority to vote for
as noted in space provided) all nominees listed
The undersigned acknowledges receipt with this proxy card of a copy of
the Notice of Special Meeting of Shareholders and the Proxy
Statement/Prospectus. Your signature(s) on this proxy card should be exactly as
your name or names appear on this proxy card. If the shares are held jointly,
each holder should sign. If signing is by attorney, executor, administrator,
trustee or guardian, please print your full title below your signature.
Dated: , 2003
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- --------------------------------- ---------------------------------
Signature Signature
2
BERGER INVESTMENT PORTFOLIO TRUST
210 UNIVERSITY BOULEVARD
DENVER, COLORADO 80206
BERGER INFORMATION TECHNOLOGY FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
MARCH 7, 2003
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF
BERGER INVESTMENT PORTFOLIO TRUST
The undersigned Shareholder(s) of the Berger Information Technology
Fund (the "Fund"), a series of the Berger Investment Portfolio Trust (the
"Trust"), hereby appoint(s) Anthony R. Bosch, Thomas A. Early, Kelley Abbott
Howes and Janice M. Teague (each with full power of substitution), the proxy or
proxies of the undersigned to attend the Special Meeting of Shareholders (the
"Special Meeting") of the Fund to be held on March 7, 2003, and any adjournments
thereof, to vote all of the shares of the Fund that the signer would be entitled
to vote if personally present at the Special Meeting and on any other matters
brought before the Special Meeting, all as set forth in the Notice of Special
Meeting of Shareholders. Said proxies are directed to vote or refrain from
voting pursuant to the Proxy Statement/Prospectus as checked below.
All properly executed proxies will be voted as directed herein by the
signing Shareholder(s). If no direction is given when the duly executed proxy is
returned, such shares will be voted FOR each Proposal. Please date, sign and
return promptly.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS
PORTION FOR YOUR RECORDS.
---------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN
THIS PORTION ONLY.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE
PROPOSALS TO:
Proposal 1: Approve an Agreement and Plan of Reorganization providing for the
transfer of all of the assets and all of the liabilities of the
Berger Information Technology Fund to the Janus Global Technology
Fund. This transfer will be made in exchange for shares of the
Janus Global Technology Fund, and the shares so received will be
distributed to shareholders of the Berger Information Technology
Fund.
[ ] For [ ] Against [ ] Abstain
Proposal 2: Elect seven Trustees to the Board of Trustees.
Nominees: (1) Thomas H. Bailey, (2) William F. McCalpin, (3) John
W. McCarter, Jr., (4) Dennis B. Mullen, (5) James T. Rothe, (6)
William D. Stewart, (7) Martin H. Waldinger.
------------------------------------------------------------------
INSTRUCTION: To withhold authority to vote for any individual
nominee(s), write the number(s) on the line immediately above.
[ ] FOR all nominees listed (except [ ] WITHHOLD authority to vote for
as noted in space provided) all nominees listed
The undersigned acknowledges receipt with this proxy card of a copy of
the Notice of Special Meeting of Shareholders and the Proxy
Statement/Prospectus. Your signature(s) on this proxy card should be exactly as
your name or names appear on this proxy card. If the shares are held jointly,
each holder should sign. If signing is by attorney, executor, administrator,
trustee or guardian, please print your full title below your signature.
Dated: , 2003
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- --------------------------------- ---------------------------------
Signature Signature
2
BERGER WORLDWIDE FUNDS TRUST
210 UNIVERSITY BOULEVARD
DENVER, COLORADO 80206
BERGER INTERNATIONAL FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
MARCH 7, 2003
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF
BERGER WORLDWIDE FUNDS TRUST
The undersigned Shareholder(s) of the Berger International Fund (the
"Fund"), a series of the Berger Worldwide Funds Trust (the "Trust"), hereby
appoint(s) Anthony R. Bosch, Thomas A. Early, Kelley Abbott Howes and Janice M.
Teague (each with full power of substitution), the proxy or proxies of the
undersigned to attend the Special Meeting of Shareholders (the "Special
Meeting") of the Fund to be held on March 7, 2003, and any adjournments thereof,
to vote all of the shares of the Fund that the signer would be entitled to vote
if personally present at the Special Meeting and on any other matters brought
before the Special Meeting, all as set forth in the Notice of Special Meeting of
Shareholders. Said proxies are directed to vote or refrain from voting pursuant
to the Proxy Statement/Prospectus as checked below.
All properly executed proxies will be voted as directed herein by the
signing Shareholder(s). If no direction is given when the duly executed proxy is
returned, such shares will be voted FOR each Proposal. Please date, sign and
return promptly.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS
PORTION FOR YOUR RECORDS.
---------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN
THIS PORTION ONLY.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO:
Proposal 1: Approve an Agreement and Plan of Reorganization providing for the
transfer of all of the assets and all of the liabilities of the
Berger International Fund to the Janus Overseas Fund. This
transfer will be made in exchange for shares of the Janus Overseas
Fund, and the shares so received will be distributed to
shareholders of the Berger International Fund.
[ ] For [ ] Against [ ] Abstain
The undersigned acknowledges receipt with this proxy card of a copy of
the Notice of Special Meeting of Shareholders and the Proxy
Statement/Prospectus. Your signature(s) on this proxy card should be exactly as
your name or names appear on this proxy card. If the shares are held jointly,
each holder should sign. If signing is by attorney, executor, administrator,
trustee or guardian, please print your full title below your signature.
Dated: , 2003
-------------
- --------------------------------- ---------------------------------
Signature Signature
2