SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Van Wagoner Funds, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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VAN WAGONER FUNDS, INC.
755 Sansome Street
Suite 350
San Francisco, California 94111

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF VAN WAGONER FUNDS, INC.
TO BE HELD MAY 3, 2005

To Van Wagoner Fund Shareholders:

        We invite you to attend a special meeting (the “Special Meeting”) of shareholders of the Van Wagoner Small-Cap Growth Fund, Van Wagoner Growth Opportunities Fund, Van Wagoner Emerging Growth Fund, Van Wagoner Post-Venture Fund, Van Wagoner Mid-Cap Growth Fund and Van Wagoner Technology Fund (each, a “Fund” and collectively, the “Funds”), portfolios of Van Wagoner Funds, Inc. (the “Company”). The Special Meeting will be held at the offices of Van Wagoner Capital Management, Inc., 755 Sansome Street, Suite 350, San Francisco, California 94111, on Tuesday, May 3, 2005, at 10:00 a.m., local time, for the following purposes:

1. to elect four directors of the Company, all of whom have been nominated by the independent directors of the Board of Directors; and

2. to consider and act upon any other business that properly comes before the Special Meeting or any adjournment or postponement thereof.

        We have enclosed with this proxy statement a proxy card solicited by our Board of Directors. Your vote is important, no matter how many shares you own. Even if you plan to attend the Special Meeting, to help ensure that your vote is represented, please either complete, date, sign and return the enclosed proxy card by mailing it in the enclosed postage-paid envelope or follow the instructions under “Frequently Asked Questions” to vote by phone or via the Internet. You may revoke your proxy at any time before it is actually voted by providing written notice of your revocation to the undersigned, by submitting a subsequent proxy or by voting in person at the Special Meeting.

        We look forward to seeing you at the Special Meeting.

VAN WAGONER FUNDS, INC.

/s/ Elyce D. Dilworth

Elyce D. Dilworth
Secretary

San Francisco, California
March 17, 2005

FREQUENTLY ASKED QUESTIONS

Why have I received this proxy statement?

        Our Board of Directors has sent you this proxy statement to ask for your vote as a shareholder of the Company regarding the election of four directors to the Company’s Board of Directors.

Who is entitled to vote?

        If you owned shares of the Small-Cap Growth Fund, Growth Opportunities Fund, Emerging Growth Fund, Post-Venture Fund, Mid-Cap Growth Fund or Technology Fund as of the close of business on the record date of March 8, 2005 (the “Record Date”), then you are entitled to vote. On the Record Date, the number of outstanding shares of each Fund entitled to vote at the Special Meeting was as follows:

Fund	Shares
Small-Cap Growth Fund		2,492,210
Growth Opportunities Fund		2,133,967
Emerging Growth Fund		15,013,463
Post-Venture Fund		1,393,242
Mid-Cap Growth Fund		866,862
Technology Fund		754,676
Total		22,654,420

You will be entitled to one vote per share for each share that you own on the Record Date. The shareholders of all of the Funds will vote as a single class at the Special Meeting.

How do I vote my shares?

        For your convenience, you may vote your shares in the following four ways.

        In Person: You may vote your shares in person at the Special Meeting if you attend.

        By Mail: You may vote your shares by completing, dating, signing and returning your proxy card by mailing it in the enclosed postage-paid envelope.

        By Telephone: You may vote your shares by telephone. To do so, please have your proxy card available and call the toll-free number on the proxy card. Enter your control number from your proxy card and follow the simple instructions.

        By Internet: You may vote your shares via the Internet. To do so, please have your proxy card available and go to the website shown on the proxy card. Follow the simple instructions found on the website.

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How will proxies be solicited?

        We will solicit proxies by mail. Certain of our officers and employees may solicit by telephone, telegraph and personally. We will not pay these officers and employees specifically for soliciting proxies. We will bear the cost of soliciting proxies, including preparing, assembling and mailing the proxy material as well as reimbursing brokers and other nominees for their reasonable expenses in communicating with the persons for whom they hold shares of the Funds. We reserve the right to retain a proxy solicitor to solicit proxies, in which case we will pay the solicitor’s fees and expenses. To reduce expenses and duplicate mail, we will send only one copy of this proxy statement to each household address (i.e., householding) unless we have received contrary instructions. If you share an address with another shareholder, but wish to receive a separate copy of this proxy statement, please call 1-800-228-2121 and we will promptly send you a separate copy.

What happens if other matters come up at the Special Meeting?

        The matter described in this proxy statement is the only matter that we know of that will be voted on at the Special Meeting. If other matters are properly presented at the Special Meeting, the proxyholders named in the proxy card will vote your shares as they see fit.

What happens if the Special Meeting is adjourned?

        The Special Meeting could be adjourned if, for example, a quorum does not exist or if sufficient votes to approve a proposal are not received. For purposes of any adjournment, proxies will be voted “for” adjournment unless you direct otherwise by writing anywhere on the enclosed proxy that you will vote against any adjournments.

What constitutes a quorum?

        A “quorum” refers to the number of shares that must be in attendance, in person or by proxy, at a meeting to lawfully conduct business. With respect to the proposal, a quorum is present if shareholders entitled to cast a majority of all the votes entitled to be cast at the Special Meeting are present in person or by proxy.

What happens if I sign and return my proxy card but do not mark my vote?

        Elyce Dilworth and Peter Kris, as proxies, will vote your shares in favor of our proposed director nominees.

May I revoke my proxy?

        You may revoke your proxy at any time before it is exercised by giving the Fund’s Secretary written notice of your revocation, by submitting a subsequent proxy or by voting in person at the Special Meeting. Your attendance at the Special Meeting does not automatically revoke your proxy.

Who will count the votes?

        Management Information Services Corp., 60 Research Road, Hingham, Massachusetts 02043, will count the votes and act as inspector of elections.

How can I obtain a copy of the annual report and semi-annual report?

        You may request a copy of our most recent annual report and semi-annual report succeeding the annual report, if any, by writing to Van Wagoner Funds, Inc., P.O. Box 9682, Providence, Rhode Island 02940-9682, Attention: Corporate Secretary, or by calling 1-800-228-2121. We will furnish these copies free of charge.

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VAN WAGONER FUNDS, INC.
755 Sansome Street
Suite 350
San Francisco, California 94111
www.vanwagoner.com

PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, MAY 3, 2005

        This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Van Wagoner Funds, Inc. (the “Company”) to be voted at the Special Meeting of Shareholders (the “Special Meeting”) to be held at the offices of Van Wagoner Capital Management, Inc., 755 Sansome Street, Suite 350, San Francisco, California 94111, on Tuesday, May 3, 2005, at 10:00 a.m., local time, and any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. The mailing of the Notice of Special Meeting, this proxy statement and the accompanying proxy card will take place on or about Thursday, March 17, 2005.

OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS

        The following tables set forth certain information regarding the beneficial ownership of shares of the Funds as of March 8, 2005 by: (a) each person or entity known by the Funds to beneficially own more than five percent of the shares of the Fund in question; (b) the named executive officer, Elyce Dilworth, each director and each nominee; and (c) the named executive officer, directors and nominees as a group:

	Number of Shares Beneficially Owned and Percentage Ownership in the:
Name of Beneficial Owner	Small-Cap Growth Fund			Growth Opportunities Fund			Emerging Growth Fund			Post- Venture Fund			Mid-Cap Growth Fund			Technology Fund
Charles Schwab & Co., Inc.(1)		428,419			143,396			3,451,636			389,451			153,205			213,774
		17.19	%		6.72	%		22.99	%		27.95	%		17.67	%		28.33	%
National Financial Services Corp.(1)		467,486			174,135			1,776,753			402,377			332,410			172,015
		18.76	%		8.16	%		11.83	%		28.88	%		38.35	%		22.79	%
National Investor Services FBO(1)		--			--			752,631			70,426			--			41,415
								5.01	%		5.05	%					5.49	%
Elyce Dilworth		--			--			31			--			--			--
								0.00	%
Larry P. Arnold		--			--			--			--			--			--
Kurt B. Grutzmacher		--			--			--			--			--			--
Dr. Michael Hruskocy		--			--			--			--			--			--
Sven A. Wehrwein		--			--			--			--			--			--
Named executive officer, directors		--			--			31			--			--			--
and nominees as a group (five persons)								0.00	%

(1) Shareholders of record, not beneficial owners. Charles Schwab & Co., Inc.’s address is 101 Montgomery Street, San Francisco, California 94104. National Financial Services Corp.’s address is Attention: Mutual Funds, 5th Floor, 1 World Financial Center, New York, New York 10281. National Investor Services FBO’s address is 55 Water Street, 32nd Floor, New York, NY 10041.

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AUDIT AND NON-AUDIT FEES

Independent Registered Public Accounting Firm

        Ernst & Young LLP is the Funds’ current independent registered public accounting firm and was the Funds’ independent registered public accounting firm for the fiscal year ended December 31, 2004. We do not expect that representatives of Ernst & Young LLP will be present at the Special Meeting.

Audit Committee Pre-Approval Policies and Procedures

        The Audit Committee of the Board of Directors is required to pre-approve all audit services and permitted non-audit services provided by Ernst & Young LLP or any other independent registered public accounting firm engaged by the Company (the “Auditor”). The Audit Committee must also pre-approve any engagement of the Auditor to provide non-audit services to (a) the Funds’ investment adviser, Van Wagoner Capital Management, Inc., and (b) any entity controlling, controlled by, or under common control with the Funds’ investment adviser that provides ongoing services to the Company (entities in (a) and (b), hereinafter “Service Affiliates”) if the services provided to such Service Affiliates relate directly to the operations and financial reporting of the Company.

        There is an exception to the foregoing pre-approval requirement for non-audit services provided to the Company that applies if (a) the fees and costs of all non-audit services that, but for this limited exception, would require pre-approval by the Audit Committee constitute no more than five percent of the total fees and costs paid by the Company to the Auditor during the fiscal year during which such non-audit services are provided; (b) at the time of engagement for such services, the Company did not recognize that the services were “non-audit services” that required pre-approval; and (c) each such service is promptly brought to the attention of and approved by the Audit Committee prior to the completion of the audit (the “de minimis exception”). In addition, there is an exception to the foregoing pre-approval requirement for non-audit services provided to Service Affiliates of the Company that applies if (i) the aggregate fees and costs of all non-audit services that, but for this limited exception, would require pre-approval by the Audit Committee constitute no more than five percent of the total fees and costs paid by the Company and its Services Affiliates to the Auditor during the fiscal year during which such non-audit services are provided; (ii) at the time of engagement for such services, the Company did not recognize that the services were “non-audit services” that required pre-approval; and (iii) each such service is promptly brought to the attention of and approved by the Audit Committee prior to the completion of the audit.

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Fees for Services to the Company

        The following table provides information on the aggregate fees billed by Ernst & Young LLP for services rendered to the Company for each of the last two fiscal years:

Fiscal Year Ended	Audit Fees(1)		Audit-Related Fees		Tax Fees(2)		All Other Fees		Totals
December 31, 2004	$	183,419	$	0	$	36,500	$	0	$	219,919
December 31, 2003	$	172,335	$	0	$	17,500	$	0	$	189,835

(1) Includes aggregate fees billed for professional services rendered for the audit of the Funds’ annual financial statements and services normally provided in connection with statutory or regulatory filings or engagements by the Funds.

(2) Includes aggregate fees billed for tax compliance, tax advice and tax planning.

Fees for Non-Audit Services

        During the past two fiscal years, Ernst & Young LLP has not billed any non-audit fees for services rendered to the Company or Van Wagoner Capital Management, Inc, which is the Company’s only Service Affiliate.

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PROPOSAL 1:  ELECTION OF DIRECTORS

Director Nominees

        At the Special Meeting, four directors will be elected to hold office until their respective successors are chosen and qualified. The current directors of the Company who are not “interested persons” of the Company or the Funds as that term is defined in the Investment Company Act of 1940 (the “Independent Directors”) have nominated four persons for election. As proxies, Elyce Dilworth and Peter Kris intend to vote for the election of all of the Board of Directors’ nominees and any other person that the Board of Directors may recommend in place of a nominee if that nominee becomes unable to serve as a director before the Special Meeting. Two of the nominees, Larry P. Arnold and Kurt B. Grutzmacher, are current directors. Each nominee has consented to being named as a nominee and to serve if elected.

        The following table includes certain important information regarding the director nominees as well as the officers of the Company:

Name, Address and Age	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director	Other Directorships Held by Director or Nominee for Director
"Disinterested Persons"
Larry P. Arnold	Director	Indefinite, until	Private investor; retired	6	None.
755 Sansome Street		successor elected	founder and managing
Suite 350			general partner of Wessels,
San Francisco, CA 94111		Served as a	Arnold & Henderson (a
Age: 61		Director since	securities broker/dealer).
		1995
Kurt B. Grutzmacher	Director	Indefinite, until	Portfolio Manager and	6	None.
755 Sansome Street		successor elected	Treasurer for Westcliff
Suite 350			Capital Management, LLC
San Francisco, CA 94111		Served as a	since 1998.
Age: 46		Director since
		February 2002
Dr. Michael Hruskocy	Nominee for	Indefinite, until	Anesthesiologist at Park	6	None.
755 Sansome Street	Director	successor elected	Ridge Anesthesiology
Suite 350			Associates Ltd. since 1990;
San Francisco, CA 94111		Not applicable	Medical Director at
Age: 46			Advocate Lutheran General
			Hospital since 1999.

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Name, Address and Age	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Director or Nominee for Director	Other Directorships Held by Director or Nominee for Director
Sven A. Wehrwein	Nominee for	Indefinite, until	Financial consultant for	6	Synovis Life
755 Sansome Street	Director	successor elected	emerging growth companies		Technologies,
Suite 350			since 1999.		Inc.; Vital
San Francisco, CA 94111					Images, Inc.
Age: 53
"Interested Persons"
Elyce D. Dilworth	President,	Indefinite, until	Chief Compliance Officer of	Not	Not
755 Sansome Street	Secretary,	successor elected	the Funds since June 2004;	applicable.	applicable.
Suite 350	Treasurer and		Senior Vice President of
San Francisco, CA 94111	Chief	Served as Chief	UMB Fund Services from
Age: 38	Compliance	Compliance Officer	2002 to 2003; Vice President
	Officer	since June 2004;	of UMB Fund Services
		served as	from 2000 to 2002.
		President,
		Secretary and
		Treasurer since
		December 2004
Peter R. Kris	Vice President	Indefinite, until	Vice President of Van	Not	Not
755 Sansome Street		successor elected	Wagoner Capital	applicable.	applicable.
Suite 350			Management, Inc. since
San Francisco, CA 94111		Served as Vice	February 1996.
Age: 39		President since
		February 1996

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Ownership of Directors and Nominees

        The following table sets forth the dollar range of shares of all Funds in the Company beneficially owned by each Director or Nominee as of the Record Date:

	Dollar Range of Equity Securities in the:
Name of Director or Nominee	Small-Cap Growth Fund	Growth Opportunities Fund	Emerging Growth Fund	Post- Venture Fund	Mid-Cap Growth Fund	Technology Fund	Aggregate Dollar Range of Equity Securities in All Funds Overseen by Director or Nominee in Family of Investment Companies
"Disinterested Persons"
Larry P. Arnold	$0	$0	$0	$0	$0	$0	$0
Kurt B. Grutzmacher	$0	$0	$0	$0	$0	$0	$0
Dr. Michael Hruskocy	$0	$0	$0	$0	$0	$0	$0
Sven A. Wehrwein	$0	$0	$0	$0	$0	$0	$0

Compensation Table

        The Independent Directors are paid a fee of $5,000 for each regular quarterly meeting of the Board of Directors attended and a fee of $1,000 for each special meeting of the Board of Directors attended. The Funds pay this fee. In addition, each Director is reimbursed for the expenses of attending meetings. The table below sets forth the compensation of the directors for the fiscal year ended December 31, 2004:

Name of Person, Position	Aggregate Compensation From the Fund		Pension or Retirement Benefits Accrued As Part of Company Expenses(1)		Estimated Annual Benefits Upon Retirement		Total Compensation from Company Paid to Directors
Larry P. Arnold, Director	$	28,000	$	0	$	0	$	28,000
Kurt B. Grutzmacher, Director	$	28,000	$	0	$	0	$	28,000
Dr. Michael Hruskocy, Nominee(2)	$	0	$	0	$	0	$	0
Sven A. Wehrwein, Nominee(2)	$	0	$	0	$	0	$	0

(1) The Company does not maintain pension or retirement plans for its directors.

(2) Dr. Hruskocy and Mr. Wehrwein were not directors of the Company as of December 31, 2004.

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Meetings of the Board of Directors and Committees

        The Board of Directors has an Audit Committee comprised entirely of Independent Directors. The current members of the Audit Committee are Messrs. Arnold and Grutzmacher. The primary functions of the Audit Committee are to recommend to the Board of Directors the independent auditors to be retained to perform the annual audit, to review the results of the audit, to review the Funds’ internal controls, to approve all auditing and other services provided to the Funds by their independent auditors and to review certain other matters relating to the Funds’ auditors and financial records. The Audit Committee met three times in 2004.

        The Board of Directors does not have a standing nominating committee. The Board of Directors believes that it is appropriate not to have a nominating committee because the Board of Directors as a whole can adequately serve the function of considering potential director nominees from time to time as needed.

        The Board of Directors held 11 meetings in 2004. Each director attended at least 75% of the aggregate of (a) the total number of meetings of the Board of Directors and (b) the total number of meetings held by all committees of the Board of Directors on which the director served.

General Nominating Policies, Procedures and Processes

        The Board of Directors as a whole is responsible for identifying, evaluating and recommending nominees for director. If at any time the Board of Directors is not comprised entirely of Independent Directors, only the Independent Directors will be responsible for selecting and nominating independent director candidates. While the Board of Directors and Independent Directors (with respect to selecting and nominating independent directors) do not have a formal process for identifying and evaluating director candidates, in identifying and evaluating nominees for director, the Board of Directors or the Independent Directors, as the case may be, seek to ensure:

1. that the Board of Directors possesses, in the aggregate, the strategic and financial skills and experience necessary to fulfill its duties and to achieve its objectives; and

2. that the Board of Directors is comprised of directors who have broad and diverse backgrounds, as appropriate, possessing knowledge in areas that are of importance to the Funds.

        The Board of Directors and Independent Directors (with respect to selecting and nominating independent directors) look at each nominee on a case by case basis regardless of who recommends the nominee to determine whether the proposed candidate meets the minimum qualifications for eligibility and is otherwise suitable for further consideration. At a minimum, each director nominee must have displayed the highest personal and professional ethics, integrity, values and sound business judgment. Further, in looking at the qualifications of each candidate to determine if their election would further the goals described above, the Board of Directors or the Independent Directors, as the case may be, may take into account all factors it considers appropriate, which may include the following specific qualities and skills:

1. High standards of integrity, commitment and independent thought and judgment. The candidate must also be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director.

2. Relevant experience with a range of skills that will allow the candidate to provide sound guidance with respect to the Company’s operations and interests.

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3. The ability to dedicate sufficient time, energy and attention to ensure the diligent pursuit of his or her duties, including attending meetings and reviewing all materials in advance.

4. The ability to discuss major issues and come to a reasonable conclusion. The capability to understand, effectively discuss and make appropriate judgments with respect to issues of importance to the Funds. While being collegial, the candidate should have the ability to be direct and not be afraid to disagree on important issues.

5. For audit committee members, experience in the review of financial statements and satisfaction of any independence requirements of applicable rules and regulations.

Process for Shareholder Director Nominees

        The Board of Directors and Independent Directors (with respect to selecting and nominating independent directors) do not have a formal policy with regard to the consideration of any director candidates recommended by shareholders. Because of the size of the Board of Directors and the historically small turnover of its members, the Board of Directors and Independent Directors (with respect to selecting and nominating independent directors) address the need to retain members and fill vacancies after discussion among current members. Accordingly, the Board of Directors and Independent Directors (with respect to selecting and nominating independent directors) have determined that it is appropriate not to have such a policy at this time.

        While the Board of Directors and Independent Directors (with respect to selecting and nominating independent directors) are not required to consider candidates recommended by the Funds’ shareholders for election as directors, the Board of Directors in its discretion may consider such recommendations. Any shareholder that wishes to nominate a director candidate should submit complete information as to the identity and qualifications of the director candidate. At a minimum, this information should include (a) the name and age of the nominee; (b) the nominee’s business background for at least the past five years; (c) any directorships that the nominee holds in other companies or investment companies; (d) any relationships of the nominee to the Funds, including share ownership; and (e) a description of all arrangements or understandings between such shareholder and each nominee and any other person pursuant to which the nomination is being made.

        A shareholder recommendation for a director nominee should be delivered to Van Wagoner Funds, Inc., Attention: Secretary, 755 Sansome Street, Suite 350, San Francisco, California 94111.

Shareholder Communications with Board of Directors

        Shareholders of the Funds may communicate with the Board of Directors (or individual directors serving on the Board of Directors) by sending written communications, addressed to the Board of Directors as a group or any individual director, to Van Wagoner Funds, Inc., Attention: Board of Directors, at 755 Sansome Street, Suite 350, San Francisco, California 94111, who will ensure that this communication (assuming it is properly marked care of the Board of Directors or care of a specific director) is delivered to the Board of Directors or the specified director, as the case may be.

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Attendance of Directors at Annual Meetings

        The Funds do not hold annual meetings and therefore do not have a policy with regard to directors’ attendance at such meetings.

Required Vote

        Shareholders elect directors by a plurality of the votes cast by shares that are entitled to vote in the election, assuming a quorum is present. For this purpose, a “plurality” means that nominees receiving the largest number of votes from the shareholders of the Funds will be elected as directors. Abstentions and broker non-votes, if any, will be counted as votes present for purposes of determining whether quorum is present. Assuming a quorum is present, any shares that do not vote, whether by abstention or otherwise, will not affect the election of the directors.

Recommendation

        The directors recommend a vote “FOR” all of the director nominees.

INVESTMENT ADVISER, ADMINISTRATOR AND PRINCIPAL UNDERWRITER

        The Funds’ investment adviser is Van Wagoner Capital Management, Inc., whose principal office is located at 755 Sansome Street, Suite 350, San Francisco, California 94111. The Funds’ administrator is PFPC Inc., whose principal office is located at 400 Bellevue Parkway, Wilmington, Delaware 19809. The Funds’ principal underwriter is PFPC Distributors, Inc., whose principal office is located at 760 Moore Road, King of Prussia, Pennsylvania 19406.

RECEIPT OF SHAREHOLDER PROPOSALS

        Under the proxy rules of the Securities and Exchange Commission, shareholder proposals meeting tests contained in those rules may, under certain conditions, be included in our proxy materials for a particular meeting of shareholders. One of these conditions relates to the timely receipt by us of any such proposal. Since we do not have regular annual meetings of shareholders, under these rules, proposals submitted for inclusion in the proxy materials for a particular meeting must be received by us a reasonable time before the solicitation of proxies for the meeting is made. The fact that we receive a shareholder proposal in a timely manner does not ensure its inclusion in our proxy materials since there are other requirements in the proxy rules relating to such inclusion.

OTHER MATTERS

        The Company’s Board of Directors knows of no other matters that may come before the Special Meeting. If any other matters properly come before the Special Meeting, it is the intention of the persons acting pursuant to the enclosed form of proxy to vote the shares represented by said proxies in accordance with their best judgment with respect to such matters.

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        YOU MAY REQUEST A COPY OF OUR MOST RECENT ANNUAL REPORT AND SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF ANY, BY WRITING TO VAN WAGONER FUNDS, INC., P.O. BOX 9682, PROVIDENCE, RHODE ISLAND 02940-9682, ATTENTION: CORPORATE SECRETARY, OR BY CALLING 1-800-228-2121. WE WILL FURNISH THESE COPIES FREE OF CHARGE.

VAN WAGONER FUNDS, INC.

/s/ Elyce D. Dilworth

Elyce D. Dilworth
Secretary

San Francisco, California
March 17, 2005

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Please fill in box(es) as shown using black or blue ink or number 2 pencil. |X|
PLEASE DO NOT USE FINE POINT PENS.

The Board of Directors recommends that you vote FOR ALL NOMINEES.

			FOR ALL	WITHHOLD FROM	FOR ALL
			NOMINEES	ALL NOMINEES	EXCEPT *
1.	Election of Directors:
	(01)  Larry P. Arnold	(03)  Dr. Michael Hruskocy	[   ]	[   ]	[   ]
	(02)  Kurt B. Grutzmacher	(04)  Sven A. Wehrwein
	* (To withhold authority to vote for any nominee, mark "For All
	Except" and write that nominee's number on the line below.)
			FOR	AGAINST	ABSTAIN
2.	In their discretion, the proxies are authorized to vote upon such		[   ]	[   ]	[   ]
	other business as may properly come before the Meeting.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.				VAN WAGONER FUNDS

VAN WAGONER FUNDS	3 EASY WAYS TO VOTE YOUR PROXY
c/o PROXY TABULATOR P.O. BOX 9132 HINGHAM, MA 02043-9132	Vote by Mail:  Check the appropriate boxes on the reverse side of this proxy card, date and sign below and return in the postage-paid envelope provided. Vote by Phone:  Call toll free 1-800-690-6903. Follow the recorded instructions. Vote via the Internet:  Log on to www.proxyweb.com. Follow the on-screen instructions.

***   CONTROL NUMBER:  999 999 999 999 99   ***

VAN WAGONER FUNDS, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 3, 2005

FUND NAME PRINTS HERE	THIS PROXY IS SOLICITED BY THE BOARD OF
	DIRECTORS OF VAN WAGONER FUNDS, INC.

        The undersigned constitutes and appoints Elyce Dilworth and Peter Kris and each of them, each with full power to act without the other, with full power of substitution, as attorneys and proxies for and in the name and place of the undersigned to appear and vote, as designated on the reverse side of this card, with the same effect as the undersigned all shares of the above-referenced fund that the undersigned is entitled to vote at the Special Meeting of Shareholders of Van Wagoner Funds, Inc. on Tuesday, May, 3, 2005 at 10:00 a.m., local time, at 755 Sansome Street, Suite 350, San Francisco, California 94111, and at any adjournment or postponement thereof.

        This proxy will be voted as specified. If no specification is made, this proxy will be voted “FOR” each of the Director nominees of the Company specified herein. If other matters are properly presented at the Special Meeting, the proxies designated herein will vote in their discretion.

Date                        , 2005

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY!

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Signature(s) (Joint Owners)	(Please sign in Box)
The signature on this proxy should correspond exactly with the name of the shareholder as it appears on the proxy. Joint owners should each sign. Please sign exactly as your name(s) appear(s) on this card. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please use your full title.
	VAN WAGONER FUNDS

[PROXY CARD]