SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuantss.240.14a-11(c) orss.240.14a-12

Turner Funds
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than 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)(1) 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:*
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4) Proposed maximum aggregate value of
transaction:
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5) Total fee paid:
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:_____________________________________
2) Form, Schedule or Registration Statement No.: ______________
3) Filing Party:_______________________________________________
4) Date Filed: ________________________________________________

TURNER FUNDS
TURNER HIGH YIELD FUND

Dear Shareholder,

A Special Meeting of Shareholders of the Turner High Yield Fund (formerly, the
Penn Capital Strategic High Yield Bond Fund) (the "Fund") of Turner Funds (the
"Trust") has been scheduled for July 31, 2002. If you are a shareholder of
record as of the close of business on June 17, 2002, you are entitled to vote at
the meeting and any adjournment of the meeting.

While you are, of course, welcome to join us at the meeting, most shareholders
cast their votes by filling out and signing the enclosed proxy card. Whether or
not you plan to attend the meeting, we need your vote. Please mark, sign, and
date the enclosed proxy card and return it promptly in the enclosed postage-paid
envelope so that the maximum number of shares may be voted. You may also vote
over the internet or by telephone by following the enclosed instructions to
utilize those methods of voting.

The attached proxy statement is designed to give you information relating to the
proposal on which you are asked to vote. The proposal described in the proxy
statement relates to approving the selection of Turner Investment Partners, Inc.
("Turner") as investment adviser for the Fund and approval of an investment
advisory agreement between the Trust, on the Fund's behalf, and Turner. We
encourage you to support the Trustees' recommendation.

Your vote is important to us. Please do not hesitate to call 1-800-224-6312 if
you have any questions about the proposal under consideration. Thank you for
taking the time to consider this important proposal and for your investment in
the Fund.

Sincerely,

[SIGNATURE]

Stephen J. Kneeley
President
Turner Funds

IMPORTANT NOTICE

We recommend that you read the entire proxy statement. For your convenience, we
have provided a brief overview of the proposals.

QUESTIONS AND ANSWERS

Q. WHY AM I RECEIVING THIS PROXY STATEMENT?

A. The Board of Trustees is seeking the approval of Turner Investment Partners,
Inc. ("Turner") as the new investment adviser for the Fund and the approval of
the advisory agreement between the Trust, on the Fund's behalf, and Turner.

Q. WHY AM I BEING ASKED TO VOTE ON THE APPROVAL OF TURNER AS INVESTMENT ADVISER
UNDER A NEW INVESTMENT ADVISORY AGREEMENT?

A. The Investment Company Act of 1940, as amended, which regulates investment
companies such as the Fund, generally requires shareholder approval of new
investment advisory agreements. On April 30, 2002, the investment advisory
agreement with the Fund's former investment adviser expired. The Board of
Trustees appointed Turner to serve as temporary adviser pursuant to an interim
advisory agreement. At the last regular meeting, the Board of Trustees
unanimously agreed to appoint Turner to serve as the Fund's adviser pursuant to
a new advisory agreement and to submit this appointment to shareholders for
approval.

Q. HOW WILL THIS AFFECT MY ACCOUNT?

A. As the Fund's new investment adviser, Turner will manage the Fund's assets in
accordance with the Fund's investment objective and fundamental investment
policies, as disclosed in its prospectus as filed with the Securities and
Exchange Commission, and as amended from time to time. Turner will employ
different investment strategies in managing the Fund's assets than those used by
the Fund's former investment adviser. The terms of the proposed investment
advisory agreement with Turner are substantially similar to the terms of the
Fund's investment advisory agreement with its former investment adviser, except
for the dates of execution and name of the investment adviser.

Q. WILL MY VOTE MAKE A DIFFERENCE?

A. Yes. Your vote is needed to ensure that the proposal can be acted upon. We
encourage all shareholders to participate in the governance of their Fund.
Additionally, your immediate response on the enclosed proxy card will help save
the costs of any further solicitations.

Q. HOW DO THE TRUSTEES SUGGEST THAT I VOTE?

A. After careful consideration, the Trustees of your Fund, including the
independent Trustees who comprise a majority of the Fund's Board of Trustees,
unanimously recommend that you vote "FOR" the proposal.

Q. WHOM DO I CALL IF I HAVE QUESTIONS?

A. We will be happy to answer your questions about this proxy solicitation.
Please call us at 1-800-224-6312 between 8:30 a.m. and 8:00 p.m., Eastern Time,
Monday through Friday.

Q. HOW DO I VOTE?

A. You may use the enclosed postage-paid envelope to mail your proxy card. You
may also vote over the internet or by telephone. Please follow the instructions
on the enclosed proxy card to utilize these methods of voting.

TURNER HIGH YIELD FUND

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
July 31, 2002

Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of the Turner High Yield Fund (formerly, the Penn Capital Strategic
High Yield Bond Fund) (the "Fund") of Turner Funds (the "Trust") will be held at
the offices of Turner Investment Partners, Inc. ("Turner") at 1235 Westlakes
Drive, Suite 350, Berwyn, Pennsylvania 19312 on Wednesday, July 31, 2002, at 2
p.m. Eastern Time.

At the Meeting, shareholders will be asked to consider and act on the
following proposal:

1. To approve Turner as the Fund's investment adviser, and to approve
an investment advisory agreement between the Trust, on the Fund's
behalf, and Turner.

2. Any other business properly brought before the Meeting.

All shareholders are cordially invited to attend the Meeting. However, if
you are unable to attend the Meeting, please mark, sign and date the enclosed
Proxy Card and return it promptly in the enclosed, postage-paid envelope so that
the Meeting may be held and a maximum number of shares may be voted.

Shareholders of record at the close of business on June 17, 2002 are
entitled to notice of and to vote at the Meeting or any adjournments of the
Meeting.

By Order of the Board of Trustees

[SIGNATURE]

John H. Grady, Jr.,
Secretary

June 20, 2002

PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE ALONG
WITH INSTRUCTIONS ON HOW TO VOTE OVER THE INTERNET OR BY TELEPHONE SHOULD YOU
PREFER TO VOTE BY ONE OF THOSE METHODS.

PROXY STATEMENT

THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF
PROXIES BY THE BOARD OF TRUSTEES OF TURNER FUNDS (THE "TRUST") FOR USE AT THE
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD WEDNESDAY, JULY 31, 2002 AT 2 P.M.
EASTERN TIME AT THE OFFICES OF TURNER INVESTMENT PARTNERS, INC. ("TURNER") AT
1235 WESTLAKES DRIVE, SUITE 350, BERWYN, PENNSYLVANIA 19312, AND AT ANY
ADJOURNED SESSION THEREOF (THE SPECIAL MEETING AND ANY ADJOURNMENTS OF THE
SPECIAL MEETING ARE REFERRED TO IN THIS PROXY STATEMENT AS THE "MEETING").
Shareholders of the Turner High Yield Fund (formerly, the Penn Capital Strategic
High Yield Bond Fund) (the "Fund") of record at the close of business on June
17, 2002 ("Shareholders") are entitled to vote at the Meeting. As of June 17,
2002, the Fund had [_______] units of beneficial interest ("shares") issued and
outstanding.

Each share is entitled to one vote and each fractional share is entitled
to a proportionate fractional vote on each matter as to which such shares are to
be voted at the Meeting. Approval of the Proposal requires the affirmative vote
of a majority of the outstanding securities of the Fund entitled to vote as that
term is defined in the Investment Company Act of 1940, as amended (the "1940
Act").

In addition to the solicitation of proxies by mail, Trustees and officers
of the Trust and officers and employees of Turner may solicit proxies in person
or by telephone. Persons holding shares as nominees will, upon request, be
reimbursed for their reasonable expenses incurred in sending soliciting
materials to their principals. The Fund will bear the cost of the Meeting and
proxy materials. The proxy card and this proxy statement are being mailed to
Shareholders on or about June 20, 2002.

Shares represented by duly executed proxies will be voted in accordance
with the instructions given. Proxies may be revoked at any time before they are
exercised by a written revocation received by the President of the Trust at 1235
Westlakes Drive, Suite 350, Berwyn, Pennsylvania 19312, by properly executing a
later-dated proxy, or by attending the Meeting and voting in person.

INTRODUCTION

The Trust is organized as a Massachusetts business trust and is not
required to hold annual meetings of Shareholders. The Meeting is being called in
order to permit Shareholders to consider and vote on the proposal described
below. Specifically, Shareholders are being asked to approve Turner as the
Fund's investment adviser, and to approve an investment advisory agreement
between the Trust, on the Fund's behalf, and Turner.

PROPOSAL I
APPROVAL OF TURNER AS THE FUND'S INVESTMENT ADVISER AND A NEW
INVESTMENT ADVISORY AGREEMENT FOR THE FUND

The Board of Trustees recommends that Shareholders approve Turner as the
Fund's new investment adviser, and approve the proposed investment advisory
agreement (the "New Advisory Agreement") between the Trust and Turner relating
to the Fund. A copy of the Investment Advisory Agreement is attached as Exhibit
A to this proxy statement. The description of the Investment Advisory Agreement
in this proxy statement is qualified in its entirety by reference to Exhibit A.
Turner currently serves as interim adviser to the Fund. Turner also currently
serves as investment adviser to nineteen other funds in the Trust pursuant to an
investment advisory agreement dated April 28, 1996, between the Trust, on those
funds' behalf, and Turner.

TERMINATION OF THE INVESTMENT ADVISORY AGREEMENT WITH THE FORMER ADVISER.
Penn Capital Management Company, Inc. ("Penn Capital") served as the Fund's
former investment adviser pursuant to an investment advisory agreement dated
August 14, 1997 (the "Previous Agreement"). The Fund's sole initial shareholder
approved the Previous Agreement at the Fund's inception for the purpose of
compying with applicable 1940 Act requirements. During the course of this year,
the Board of Trustees only approved a temporary extension of the term for the
Previous Agreement to April 30, 2002, while considering alternatives that would
benefit the Fund and its shareholders, including reorganizing the Fund into a
new trust. The Board determined not to renew the Previous Agreement when its
term expired on April 30, 2002.

APPOINTMENT OF TURNER AS INTERIM INVESTMENT ADVISER. At a special meeting
of the Board of Trustees held on April 30, 2002, the Trustees of the Trust,
including all of the Trustees who are not "interested persons" of the Trust as
defined by Section 2(a)(19) of the 1940 Act ("Independent Trustees"), appointed
Turner to serve as the Fund's interim investment adviser. In accordance with
1940 Act Rule 15a-4, Turner is serving as the Fund's interim investment adviser
pursuant to an Interim Advisory Agreement with a maximum term of 150 days.

SELECTION OF TURNER AS THE FUND'S NEW INVESTMENT ADVISER. At a meeting of
the Board of Trustees held on May 9, 2002, the Trustees of the Trust, including
all of the Independent Trustees, selected Turner as the Fund's new investment
adviser and approved the New Advisory Agreement, subject to shareholder
approval. The New Advisory Agreement and the Previous

Advisory Agreement are substantially the same, other than the name of the
adviser and the dates of execution and expiration.

TERMS OF THE NEW ADVISORY AGREEMENT.

COMPENSATION. Under the Previous Advisory Agreement, the Fund paid an
annual advisory fee of 0.55% of the Fund's average daily net assets. Under the
New Advisory Agreement, the Fund would pay the same advisory fees. However, the
Fund's former adviser had CONTRACTUALLY agreed to waive its advisory fees or
reimburse Fund expenses to keep the Fund's total operating expenses from
exceeding 0.68% with respect to Class I Shares through January 31, 2003. If
Shareholders approve Turner as the Fund's new investment adviser, Turner plans
to VOLUNTARILY agree to waive its advisory fees or reimburse Fund expenses to
keep the Fund's total operating expenses from exceeding 0.85% through August 5,
2003. Turner could discontinue this arrangement at any time, but has no present
intention to do so.

For the fiscal year ended September 30, 2001, the Fund paid advisory fees
of $99,514, but the former adviser waived advisory fees and reimbursed Fund
expenses totaling $127,621 as part of an advisory fee waiver agreement. If the
proposed advisory fee (and the related waiver arrangements discussed above and
service provider arrangements discussed below) had been in place for the same
period, the Fund would have paid advisory fees of $99,620 (net of $57,961 in
fees waived and $0 in expenses reimbursed)

DUTIES UNDER THE NEW ADVISORY AGREEMENT. Under the New Advisory Agreement,
Turner will make the investment decisions for the assets of the Fund and
continuously review, supervise, and administer the Fund's investment program
with respect to these assets. Turner will discharge these responsibilities
subject to the supervision of the Trustees of the Trust and in a manner
consistent with the Fund's investment objective, policies and limitations. The
New Advisory Agreement provides that Turner will not be liable for any error of
judgment or mistake of law or for any loss arising out of any investment or for
any act or omission in carrying out its duties thereunder, except a loss
resulting from willful misfeasance, bad faith, or gross negligence in the
performance of its duties, or by reason of reckless disregard by Turner of its
obligations or duties thereunder.

DURATION AND TERMINATION. Unless terminated earlier, the New Advisory
Agreement will continue in effect with respect to the Fund until two years from
date of execution, and thereafter, for periods of one year for so long as such
continuance is specifically approved with respect to the Fund at least annually:
(a) by the vote of a majority of those Trustees of the Trust who are not parties
to the Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval; and (b) by the
Trustees of the Trust or by vote of a majority of the Fund's outstanding voting
securities.

The New Advisory Agreement will terminate automatically in the event of
its assignment. The Trustees of the Trust or a vote of a majority of the Fund's
outstanding shares also may terminate the Agreement, with at least 30 days' (but
no more than 60 days') written notice to Turner. In addition, Turner may
terminate the Agreement with at least 90 days' written notice to the Trust.

DESCRIPTION OF THE INVESTMENT ADVISER. Turner is a professional investment
management firm founded in March 1990. Robert E. Turner is the Chairman and
controlling shareholder of Turner. As of March 31, 2002, Turner had
discretionary management authority with respect to approximately $9 billion of
assets. Turner has provided investment advisory services to investment companies
since 1992.

Paul Matlack, CFA, Senior Portfolio Manager at Turner, is expected to
serve as the lead manager for the committee managing the Fund's assets. Mr.
Matlack joined Turner in 2002. Previously, he was Vice President, Senior
Portfolio Manager, and co-head of the High Yield Group with Delaware Investment
Advisors. He has 17 years of investment experience.

Listed below are the names and principal occupations of each of the
directors and the principal executive officers of Turner. The principal business
address of each director and the principal executive officer, as it relates to
their duties at Turner, is 1235 Westlakes Drive, Suite 350, Berwyn, Pennsylvania
19312.

NAME TITLE
- ---- -----
Robert E. Turner* Chairman, Chief Investment Officer - Equities, and
Co-Chief Executive Officer
Stephen J. Kneeley* President and Co-Chief Executive Officer
John H. Grady, Jr.* Chief Operating Officer and General Counsel
Thomas R. Trala Chief Financial Officer, Treasurer
Mark D. Turner Vice Chairman, Senior Portfolio Manager
Roger Early Chief Investment Officer - Fixed Income

* THIS PERSON ALSO IS A TRUSTEE OR TRUST OFFICER.

TRUSTEES' CONSIDERATIONS IN APPOINTING TURNER AS THE FUND'S NEW ADVISER.
At a meeting held on May 9, 2002, the Board of Trustees reviewed Turner's
qualifications to serve as the Fund's investment adviser, placing particular
emphasis on its performance as investment adviser for other funds of the Trust
and its investment personnel with experience in the high yield arena. In
recommending that shareholders approve the New Advisory Agreement, the Trustees
carefully evaluated the experience of Turner's key personnel and the quality of
services Turner is expected to provide to the Fund, including, but not limited
to: (a) the nature and quality of the services expected to be rendered to the
Fund by Turner; (b) the level of the proposed advisory fees, including Turner's
voluntary waivers; (c) the Fund's investment objective and policies; (d) the
history, reputation, qualification and background of Turner, as well as the
qualifications of its personnel and its financial condition; (e) its overall
performance record; and (f) other factors deemed relevant. In this regard, the
Trustees noted the fact that Turner has been in operation since 1990 and has
extensive experience managing investment company assets.

The Trustees also considered that Penn Capital had agreed to assist Turner
with the transition of investment advisory services, in return for which Turner
would pay Penn Capital a portion of the Fund's advisory fee, tied to the assets
of the Fund for a five year period beginning on May 1, 2002. The fee payable
will vary depending on the total assets that remain in the Fund.

If Shareholders do not approve the selection of Turner as investment
adviser and the New Advisory Agreement, the Trustees will consider an alternate
course of action for the Fund, which may include termination of the Fund.

DESCRIPTION OF THE FUND. The Fund seeks to generate high current income
and capital appreciation. It invests primarily (and, under normal conditions, at
least 80% of its total assets), in fixed income securities rated below
investment grade ("junk" bonds). The Fund may invest in preferred stocks,
convertible securities, zero coupon obligations, payment-in-kind bonds, and
variable rate securities.

TURNER'S APPROACH IN MANAGING THE FUND'S ASSETS. Turner will continue to
manage the Fund to achieve its investment objective, which is current yield and
capital appreciation (also known as "total return"), and will follow the Fund's
fundamental investment policies. However, Turner intends to employ different
strategies than Penn Capital used in managing the Fund to achieve its investment
objective.

Turner intends to invest substantially all of the Fund's assets into a
diversified portfolio of approximately 70-85 bonds rated "B" or "BB" by Standard
and Poor's Corporation ("S&P), or "Ba" or "B" by Moody's Investors Services,
Inc. ("Moody's"). When Penn Capital managed the Fund, the Fund invested in a
diversified portfolio of approximately 115 bonds, including bonds rated "B",
"BB", "CCC" or lower by S&P, bonds in default, and unrated bonds. Turner does
not intend to invest more than 20% of the Fund's assets in bonds that are
unrated, rated "CCC" or lower, or in default. This strategy may cause the Fund
to earn less income, but also should result in the Fund owning fewer bonds in
default (paying no income).

Bonds rated BB, Ba, B, CCC, CC and C by S&P or Moody's are generally
considered to have significant speculative characteristics regarding payment of
principal and interest. BB/Ba ratings indicate the least degree of speculation
and C indicates the highest. While these bonds may have certain quality and
protective characteristics, these may be outweighed by uncertainties as to
payment of principal and interest or exposure to adverse conditions.

Turner intends to select bonds that are part of an issuance of at least
$300 million. In contrast, Penn Capital primarily selected bonds from issuances
smaller than $300 million. Turner intends to buy a minimum amount of $1 million
of bonds of a single issuer, while Penn Capital primarily bought bonds of single
issuers in smaller amounts.

Turner intends to invest no more than 2% of the Fund's assets in any
single issuer. The Fund will limit its investment in any one industry to the
lesser of 10% of the Fund's assets or two times that industry's weighting in the
Merrill Lynch High Yield Index. Turner will continuously review the credit
quality of the bonds in the Fund's portfolio, and will sell a bond when the
issuer is downgraded, when the industry sector in which the bond belongs is
downgraded as a whole, or when the bond's price declines more than 15% as
compared to its industry sector.

RELATED MATTERS/NEW FEES.

ADMINISTRATOR. SEI Investments Mutual Funds Services ("SEI") currently
serves as the Fund's administrator. If shareholders approve Turner as the Fund's
new investment

adviser, Turner will become the Fund's new administrator, with SEI serving as
the Fund's sub-administrator. Under the new administration agreement with
Turner, the Fund would pay Turner a HIGHER administrative fee than it pays SEI
under the current administration agreement. Under the current administration
agreement, the Fund pays SEI a fee of 0.09% for assets in the Fund up to $250
million, 0.07% for the next $250 million, 0.06% for the next $250 million, 0.05%
for the next $1.25 billion, and 0.04% for assets over $2 billion. Under the
administration agreement with Turner, the Fund pays Turner a fee of 0.15% on
Trust assets up to $2 billion, and 0.12% thereafter. The tables below show the
current and new expense structure:

The following table sets forth information about the Fund's current and
new expense levels:

- ----------------------------------------------- -------------------------------- -------------------------------------
Current Fees New Fees
- ----------------------------------------------- -------------------------------- -------------------------------------
- ----------------------------------------------- ------------------------------- --------------------------------------
Investment Advisory Fees 0.55% 0.55%
- ----------------------------------------------- ------------------------------- --------------------------------------
- ----------------------------------------------- ------------------------------- --------------------------------------
Distribution Fees None None
- ----------------------------------------------- ------------------------------- --------------------------------------
- ----------------------------------------------- ------------------------------- --------------------------------------
Other Expenses 0.83%* 0.62%*
- ----------------------------------------------- ------------------------------- --------------------------------------
- ----------------------------------------------- ------------------------------- --------------------------------------
Total Fund Operating Expenses 1.38%** 1.17%***
- ----------------------------------------------- ------------------------------- --------------------------------------
- ----------------------------------------------- ------------------------------- --------------------------------------
Fee Waivers/Expense Reimbursements (0.70%) (0.32%)
- ----------------------------------------------- ------------------------------- --------------------------------------
- ----------------------------------------------- ------------------------------- --------------------------------------
Net Total Operating Expenses 0.68% 0.85%
- ----------------------------------------------- ------------------------------- --------------------------------------

*Includes administration fees.
** Penn Capital had contractually agreed to waive fees and reimburse Fund
expenses in order to keep the Fund's total operating expenses from exceeding
0.68% through January 31, 2003.
***Turner has contractually agreed to waive fees
and reimburse Fund expenses to keep the Fund's total operating expenses from
exceeding 0.85% through August 5, 2003. Turner may discontinue this arrangement
at any time, but has no present intent to do so.

The following example is intended to help you compare the cost of
investing in the Fund under the current and new fee structure. Although your
actual costs and returns might be different, your approximate costs of investing
$10,000 in the Fund would be:*

- ---------------------------------------------------------------------------------------------------------------------
CURRENT FEES FOR CLASS I SHARES NEW FEES FOR CLASS I SHARES
- ---------------------------------------------------------------------------------------------------------------------
One Year $ 69 $ 87
- ---------------------------------------------------------------------------------------------------------------------
Three Years $ 368 $ 340
- ---------------------------------------------------------------------------------------------------------------------
Five Years $ 688 $ 613
- ---------------------------------------------------------------------------------------------------------------------
Ten Years $1597 $1392
- ---------------------------------------------------------------------------------------------------------------------

The example above assumes that you invest $10,000 in the Fund for the time
periods indicated and that you sell your shares at the end of the period. The
example also assumes that each year your investment has a 5% return, and you
reinvest all dividends and distributions. The example is based on Net Total
Operating Expenses for the first year and does not reflect any redemption fees
(described below). If such fees were included, your costs would be higher.

REDEMPTION FEE.If Shareholders approve Turner as the Fund's new investment
adviser, the Fund may begin to charge a redemption fee, payable at a rate of 2%
as a percentage of amount redeemed, on redemptions made within 90 days of
purchase. The redemption fee is designed to deter market timing and similar
activities of short-term investors that may be detrimental to the Fund and its
shareholders. The fee will not be assessed against persons who hold their shares
through a single qualified retirement plan or other omnibus account arrangement
where the purchase and sale orders of a number of persons are aggregated before
being communicated to the Fund. The Fund reserves the right nonetheless to
impose the fee on these accounts when a pattern of trading in an account emerges
that is harmful to the Fund. The redemption fee will be imposed only if the
Board approves it. Currently, the Fund does not impose redemption fees.

The following table sets forth information about the differences in
shareholder fees:

- --------------------------------------------------------------------------------
CURRENT FEES NEW FEES
- --------------------------------------------------------------------------------
Redemption Fee None 2.00%*
- --------------------------------------------------------------------------------

* Applies to redemptions made within 90 days of purchase.

Distributor. SEI Investments Distribution Co. (SIDCO) currently serves as
the Fund's distributor. If shareholders approve Turner as the Fund's new
investment adviser, Turner Investment Distributors, Inc. ("TID") will serve as
the Fund's distributor, under TID's existing distribution agreement with the
Trust.

THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE "FOR" PROPOSAL I.

GENERAL INFORMATION ABOUT THE TRUST AND OTHER MATTERS

TRUSTEES AND OFFICERS. Information about the Trust's current Trustees and
principal executive officers, including their names, positions with the Trust,
and association with the Trust is set forth below:

NAME POSITION WITH THE TURNER TRUST
- ---- ------------------------------
Robert E. Turner* Trustee, Chairman of the Board
Janet F. Sansone Trustee, Audit Committee Member
Dr. John T. Wholihan Trustee, Audit Committee Member
Alfred C. Salvato Trustee, Audit Committee Member, Fair Value Pricing
Committee Member
Stephen J. Kneeley* President and Chief Executive Officer
Peter Golden Controller and Chief Accounting Officer
John H. Grady, Jr.* Executive Vice President and Secretary

- ----------
* MR. TURNER, IN HIS ROLE AS A TRUSTEE, IS AN "INTERESTED PERSON" (AS THAT
TERM IS DEFINED IN THE 1940 ACT) OF THE TRUST DUE TO HIS ASSOCIATION WITH
TURNER. MESSRS. KNEELEY AND GRADY ARE "AFFILIATED PERSONS" (AS THAT TERM
IS DEFINED IN THE 1940 ACT) OF THE TRUST AND TURNER.

ADMINISTRATOR. SEI Investments Mutual Funds Services, One Freedom Valley
Drive, Oaks, Pennsylvania 19456, currently serves as the Fund's administrator
pursuant to an administrative agreement between the Trust, on the Fund's behalf,
and SEI as mentioned above. If shareholders approve Turner as the Fund's new
adviser, Turner will become the Fund's new administrator, with SEI expected to
serve as sub-administrator.

DISTRIBUTOR. SIDCO, One Freedom Valley Drive, Oaks, Pennsylvania 19456, an
affiliate of SEI, serves as the distributor of the Fund's shares pursuant to a
distribution agreement between the Trust, on the Fund's behalf, and SIDCO. SIDCO
receives no compensation for distributing Fund shares. If shareholders approve
Turner as the Fund's new adviser, TID will become the Fund's new distributor.
TID is a wholly owned subsidiary of Turner and would receive no compensation
under the new distribution agreement.

5% SHAREHOLDERS. As of June 17, 2002, the following persons were the only
persons who were record owners or, to the knowledge of the Trust, were
beneficial owners of 5% or more of the shares of the Fund. The Trust believes
that most of the shares referred to below were held by the following persons in
accounts for their fiduciary, agency, or custodial customers.

- --------------------------------------------------------------------------------
NAME AND ADDRESS OF SHAREHOLDER NUMBER OF SHARES PERCENT OF FUND
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

AS OF JUNE 17, 2002, THE TURNER TRUST'S TRUSTEES AND OFFICERS DID NOT OWN
ANY FUND SHARES.

ADJOURNMENT. In the event that sufficient votes in favor of the proposal
set forth in the Notice of the Special Meeting are not received by the time
scheduled for the Meeting, the persons named as proxies may propose one or more
adjournments of the Meeting. Turner will bear the costs of any adjourned
sessions. The persons named as proxies will vote for an adjournment any proxies
that they are entitled to vote in favor of the proposal.

VOTING DETAILS. Each whole share held entitles the Shareholder to one vote
for each dollar (carried forward to two decimal places) of net asset value of
such share as of the close of business on June 17, 2002, and each fractional
share is entitled to a proportionate fractional vote. A majority in interest of
the Fund's shares entitled to vote on the proposal constitutes a quorum. Any
shareholder who submits a proxy may revoke it at any time before it is exercised
by submitting to the Trust a specific written notice of revocation. Abstentions
and "broker non-votes" will not be counted for or against the proposal, but will
be counted for purposes of determining whether a quorum is present. Abstentions
will be counted as votes present for purposes of determining a "majority of the
outstanding voting securities" present at the Meeting and will therefore have
the effect of counting against the proposal.

SHAREHOLDER PROPOSALS. The Trust is not required to hold annual
shareholder meetings. Shareholders wishing to submit proposals for inclusion or
presentation in a proxy statement for a subsequent meeting should send their
written proposals to the Secretary of the Trust c/o Turner Investment Partners,
Inc., 1235 Westlakes Drive, Suite 350, Berwyn, Pennsylvania 19312.

OTHER MATTERS. The Trustees know of no other business to be brought before
the Meeting. However, if any other matters properly come before the Meeting, it
is their intention that proxies which do not contain specific restrictions to
the contrary will be voted on such matters in accordance with the judgment of
the persons named in the enclosed proxy.

SHAREHOLDER REPORTS. THE FUND'S LAST AUDITED FINANCIAL STATEMENTS AND
ANNUAL REPORT, FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001, AND THE SEMI-ANNUAL
REPORT DATED MARCH 31, 2002, ARE AVAILABLE FREE OF CHARGE. TO OBTAIN A COPY,
PLEASE CALL THE FUND TOLL FREE AT 1-800-224-6312, OR SEND A WRITTEN REQUEST TO
THE TURNER HIGH YIELD FUND C/O TURNER

INVESTMENT DISTRIBUTORS, INC., 1235 WESTLAKES DRIVE, SUITE 350, BERWYN,
PENNSYLVANIA 19312.

SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND
RETURN IT PROMPTLY. YOU MAY ALSO VOTE OVER THE INTERNET OR BY TELEPHONE. PLEASE
FOLLOW THE ENCLOSED INSTRUCTIONS ON THE PROXY CARD TO UTILIZE THESE METHODS OF
VOTING.

EXHIBIT A

FORM OF
INVESTMENT ADVISORY AGREEMENT
TURNER FUNDS

AGREEMENT made this _____ day of _____, 2002, by and between Turner Funds,
a Massachusetts business trust (the "Trust"), and Turner Investment Partners,
Inc. (the "Adviser" or the "Administrator").

WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended; and

WHEREAS, the Trust has retained the Administrator to provide
administration of the Trust's operations, subject to the control of the Board of
Trustees;

WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to the Turner High Yield Fund, formerly the
Penn Capital Strategic High Yield Bond Fund (the "Fund"), and such other
portfolios as the Trust and the Adviser may agree upon (each a "Fund") and as
are set forth in the attached schedule, and the Adviser is willing to render
such services:

NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:

1. DUTIES OF ADVISER. The Trust employs the Adviser to manage the
investment and reinvestment of the assets of the Fund, and to
continuously review, supervise and (where appropriate) administer
the investment program of the Fund, to determine in its discretion
(where appropriate) the securities to be purchased or sold, to
provide the Trust with records concerning the Adviser's activities
which the Trust is required to maintain, and to render regular
reports to the Administrator and to the Trust's officers and
Trustees concerning the Adviser's discharge of the foregoing
responsibilities. The retention of a sub-adviser by the Adviser
shall not relieve the Adviser of its responsibilities under this
Agreement.

The Adviser shall discharge the foregoing responsibilities subject
to the control of the Board of Trustees of the Trust and in
compliance with such policies as the Trustees may from time to time
establish, and in compliance with the objectives, policies, and
limitations for the Fund set forth in the Fund's prospectus and
statement of additional information as amended from time to time,
and applicable laws and regulations.

The Adviser accepts such employment and agrees, at its own expense,
to render the services and to provide the office space, furnishings
and equipment and the personnel (including any sub-advisers)
required by it to perform the services on the terms and for the
compensation provided herein. The Adviser will not, however, pay for
the cost of securities, commodities, and other investments

(including brokerage commissions and other transaction charges, if
any) purchased or sold for the Trust.

2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of
portfolio securities for the Fund and is directed to use its best
efforts to obtain the best net results as described from time to
time in the Fund's Prospectus and Statement of Additional
Information. The Adviser will promptly communicate to the officers
and the Trustees of the Trust such information relating to portfolio
transactions as they may reasonably request.

It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be
in breach of any obligation owing to the Trust under this Agreement,
or otherwise, by reason of its having directed a securities
transaction on the Trust's behalf to a broker-dealer in compliance
with the provisions of Section 28(e) of the Securities Exchange Act
of 1934 or as described from time to time by the Fund's' Prospectus
and Statement of Additional Information.

3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Sections 1 and 2 of this Agreement, the Trust
shall pay to the Adviser compensation at the rate specified in the
Schedule(s) which are attached hereto and made a part of this
Agreement. Such compensation shall be paid to the Adviser at the end
of each month, and calculated by applying a daily rate, based on the
annual percentage rates as specified in the attached Schedule(s), to
the assets. The fee shall be based on the average daily net assets
for the month involved. The Adviser may, in its discretion and from
time to time, waive a portion of its fee. All rights of compensation
under this Agreement for services performed as of the termination
date shall survive the termination of this Agreement.

4. OTHER EXPENSES. The Adviser shall pay all expenses of printing and
mailing reports, prospectuses, statements of additional information,
and sales literature relating to the solicitation of prospective
clients. The Trust shall pay all expenses relating to mailing to
existing shareholders prospectuses, statements of additional
information, proxy solicitation material and shareholder reports.

5. EXCESS EXPENSES. If the expenses for the Fund for any fiscal year
(including fees and other amounts payable to the Adviser, but
excluding interest, taxes, brokerage costs, litigation, and other
extraordinary costs) as calculated every business day would exceed
the expense limitations imposed on investment companies by any
applicable statute or regulatory authority of any jurisdiction in
which shares of the Fund are qualified for offer and sale, the
Adviser shall bear such excess cost.

However, the Adviser will not bear expenses of the Fund that would
result in the Portfolio's inability to qualify as a regulated
investment company under

provisions of the Internal Revenue Code. Payment of expenses by the
Adviser pursuant to this Section 5 shall be settled on a monthly
basis (subject to fiscal year end reconciliation) by a reduction in
the fee payable to the Adviser for such month pursuant to Section
3(a) or 3(b) and, if such reduction shall be insufficient to offset
such expenses, by reimbursing the Trust.

6. REPORTS. The Trust and the Adviser agree to furnish to each other,
if applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and
such other information with regard to their affairs as each may
reasonably request.

7. STATUS OF ADVISER. The services of the Adviser to the Trust are not
to be deemed exclusive, and the Adviser shall be free to render
similar services to others so long as its services to the Trust are
not impaired thereby. The Adviser shall be deemed to be an
independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent
the Trust in any way or otherwise be deemed an agent of the Trust.

8. CERTAIN RECORDS. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the Investment Company Act of 1940 which are prepared or
maintained by the Adviser on behalf of the Trust are the property of
the Trust and will be surrendered promptly to the Trust on request.

9. LIMITATION OF LIABILITY OF ADVISER. The duties of the Adviser shall
be confined to those expressly set forth herein, and no implied
duties are assumed by or may be asserted against the Adviser
hereunder. The Adviser shall not be liable for any error of judgment
or mistake of law or for any loss arising out of any investment or
for any act or omission in carrying out its duties hereunder, except
a loss resulting from willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties hereunder, except
as may otherwise be provided under provisions of applicable state
law or Federal securities law which cannot be waived or modified
hereby. (As used in this Paragraph 9, the term "Adviser" shall
include directors, officers, employees and other corporate agents of
the Adviser as well as that corporation itself).

10. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the
Trust are or may be interested in the Adviser (or any successor
thereof) as directors, partners, officers, or shareholders, or
otherwise; directors, partners, officers, agents, and shareholders
of the Adviser are or may be interested in the Trust as Trustees,
shareholders or otherwise; and the Adviser (or any successor) is or
may be interested in the Trust as a shareholder or otherwise. In
addition, brokerage transactions for the Trust may be effected
through affiliates of the Adviser if approved by the Board of
Trustees, subject to the rules and regulations of the Securities and
Exchange Commission.

11. LICENSE OF ADVISER'S NAME. The Adviser hereby agrees to grant a
license to the Trust for use of its name in the Fund's name for the
term of this Agreement and such license shall terminate upon
termination of this Agreement.

12. DURATION AND TERMINATION. This Agreement, unless sooner terminated
as provided herein, shall remain in effect until two years from date
of execution, and thereafter, for periods of one year so long as
such continuance thereafter is specifically approved at least
annually (a) by the vote of a majority of those Trustees of the
Trust who are not parties to this Agreement or interested persons of
any such party, cast in person at a meeting called for the purpose
of voting on such approval, and (b) by the Trustees of the Trust or
by vote of a majority of the Fund's outstanding voting securities;
provided, however, that if the Fund's shareholders fail to approve
the Agreement as provided herein, the Adviser may continue to serve
hereunder in the manner and to the extent permitted by the
Investment Company Act of 1940 and rules and regulations thereunder.
The foregoing requirement that continuance of this Agreement be
"specifically approved at least annually" shall be construed in a
manner consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder.

This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty by vote of a majority of
the Trustees of the Trust or by vote of a majority of the Fund's
outstanding voting securities on not less than 30 days nor more than
60 days' written notice to the Adviser, or by the Adviser at any
time without the payment of any penalty, on 90 days' written notice
to the Trust. This Agreement will automatically and immediately
terminate in the event of its assignment. Any notice under this
Agreement shall be given in writing, addressed and delivered, or
mailed postpaid, to the other party at any office of such party.

As used in this Section 12, the terms "assignment", "interested
persons", and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the
Investment Company Act of 1940 and the rules and regulations
thereunder; subject to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.

13. NOTICE. Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving
notice to the other party at the last address furnished by the other
party to the party giving notice: if to the Trust at 1235 Westlakes
Drive, Suite 350, Berwyn, Pennsylvania 19312, and if to the Adviser
at 1235 Westlakes Drive, Suite 350, Berwyn, Pennsylvania 19312.

14. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.

15. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act. To the extent that the applicable laws
of the Commonwealth of Massachusetts, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control.

16. PRIVACY AND CONFIDENTIALITY. Notwithstanding any provision herein to
the contrary, each party agrees not to use or disclose nonpublic
personal information of customers and consumers of the Fund for any
purpose other than performance of its responsibilities and duties
under this Agreement or as required or permitted by applicable law,
including, without limitation, Regulation S-P of the SEC.

A copy of the Declaration of Trust of the Trust is on file with the Secretary of
the Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Trust as Trustees, and
are not binding upon any of the Trustees, officers, or shareholders of the Trust
individually but binding only upon the assets and property of the Trust.
Further, the obligations of the Trust with respect to any one Fund will not be
binding on any other Fund.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.

TURNER FUNDS, ON BEHALF OF THE HIGH YIELD FUND (FORMERLY, PENN CAPITAL STRATEGIC
HIGH YIELD BOND FUND)

By:______________________

Attest: _________________

TURNER INVESTMENT PARTNERS, INC.

By:______________________

Attest: _________________

SCHEDULE A DATED ________, 2002
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED _______, 2002
BETWEEN
TURNER FUNDS
AND
TURNER INVESTMENT PARTNERS, INC.

Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:

FUND FEE (IN BASIS POINTS)
- ---- ---------------------

High Yield Fund (formerly, Penn Capital 0.55% of the average daily net assets
Strategic High Yield Bond Fund)

THE TURNER FUNDS
SPECIAL MEETING OF THE SHAREHOLDERS OF THE
PENN TURNER HIGH YIELD FUND

PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, TO BE HELD ON

JULY 31, 2002

The undersigned, hereby appoints John H. Grady and Brian M. Ferko as proxies and
each of them, each with full power of substitution, to vote at the Special
Meeting of Shareholders of the Turner High Yield Fund, formerly the Penn Capital
Strategic High Yield Bond Fund (the "Fund"), a series of the Turner Funds (the
"Trust"), to be held at the offices of Turner Investment Partners, Inc.
("Turner") at 1235 Westlakes Drive, Suite 350, Berwyn, Pennsylvania 19312 on
July 31, 2002, at 2 p.m. Eastern Time, and any adjournments or postponements of
the Special Meeting (the "Meeting") all shares of beneficial interest of the
Fund that the undersigned would be entitled to vote if personally present at the
Meeting ("Shares") on the proposals set forth below, and in accordance with
their own discretion, any other matters properly brought before the Meeting.

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE FOLLOWING
PROPOSAL:

PROPOSAL. APPROVAL OF TURNER INVESTMENT PARTNERS, INC. ("TURNER") AS THE
FUND'S INVESTMENT ADVISER AND AN INVESTMENT ADVISORY AGREEMENT
BETWEEN THE TRUST, ON THE FUND'S BEHALF, AND TURNER.

|_| FOR |_| AGAINST |_| ABSTAIN

THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS
RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSALS AND WILL BE VOTED
IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.

The undersigned acknowledges receipt with this proxy of a copy of the Notice of
Special Meeting and the proxy statement. Your signature(s) on this proxy should
be exactly as your name(s) appear on this proxy. If the shares are held jointly,
each holder must sign this proxy. Attorneys-in-fact, executors, administrators,
trustees or guardians must indicate the full title and capacity in which they
are signing.

Dated: _________, 2002

________________________________________
Signature of Shareholder

________________________________________
Signature (Joint owners)

PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. YOU MAY VOTE IN PERSON IF YOU
ATTEND THE MEETING.

TELEPHONE AND INTERNET VOTING INSTRUCTIONS:

TO VOTE BY TELEPHONE:

1) READ THE PROXY STATEMENT AND HAVE THIS PROXY CARD AT HAND.

2) CALL 1-800-690-6903

3) ENTER THE 12-DIGIT CONTROL NUMBER SET FORTH BELOW AND FOLLOW THE SIMPLE
INSTRUCTIONS.

TO VOTE BY INTERNET:

1) READ THE PROXY STATEMENT AND HAVE THIS PROXY CARD AT HAND.

2) GO TO WEBSITE WWW.PROXYVOTE.COM

3) ENTER THE 12-DIGIT CONTROL NUMBER SET FORTH BELOW AND FOLLOW THE SIMPLE
INSTRUCTIONS.

CONTROL NUMBER: XXXXXXXXXXXX