-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F344Eb0lMMsXzn7XZJUccuNc8q0BCYKbaKgkwZo8sriy+c8pAYb7hin0plgqd3ob OX1Etr8ElgWBcPT9EGid6g== 0000940400-04-000108.txt : 20040226 0000940400-04-000108.hdr.sgml : 20040226 20040226133952 ACCESSION NUMBER: 0000940400-04-000108 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040226 EFFECTIVENESS DATE: 20040226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VAN WAGONER FUNDS INC CENTRAL INDEX KEY: 0001002556 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NSAR-B SEC ACT: 1940 Act SEC FILE NUMBER: 811-09116 FILM NUMBER: 04630000 BUSINESS ADDRESS: STREET 1: 103 BELLEVUE PARKWAY STREET 2: 2ND FLOOR CITY: WILMINGTON STATE: DE ZIP: 19809 BUSINESS PHONE: 3027911879 MAIL ADDRESS: STREET 1: 103 BELLEVUE PARKWAY STREET 2: 2ND FLOOR CITY: WILMINGTON STATE: DE ZIP: 19809 FORMER COMPANY: FORMER CONFORMED NAME: HX FUNDS INC DATE OF NAME CHANGE: 19951020 NSAR-B 1 vanwag.fil PAGE 1 000 B000000 12/31/2003 000 C000000 0001002556 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 VAN WAGONER FUNDS INC. 001 B000000 811-9116 001 C000000 3027912495 002 A000000 103 BELLEVUE PARKWAY 002 B000000 WILMINGTON 002 C000000 DE 002 D010000 19809 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 Y 007 B000000 6 007 C010100 1 007 C020100 SMALL-CAP GROWTH FUND 007 C030100 N 007 C010200 2 007 C020200 EMERGING GROWTH FUND 007 C030200 N 007 C010300 3 007 C020300 MID-CAP GROWTH FUND 007 C030300 N 007 C010400 4 007 C020400 POST VENTURE FUND 007 C030400 N 007 C010500 5 007 C020500 TECHNOLOGY FUND 007 C030500 N 007 C010600 6 007 C020600 GROWTH OPPORTUNITIES FUND 007 C030600 N 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 008 A00AA01 VAN WAGONER CAPITAL MANAGEMENT INC. 008 B00AA01 A 008 C00AA01 801-50676 008 D01AA01 SAN FRANCISCO 008 D02AA01 CA 008 D03AA01 94133 010 A00AA01 PFPC INC. PAGE 2 010 B00AA01 85-1196 010 C01AA01 WILMINGTON 010 C02AA01 DE 010 C03AA01 19809 012 A00AA01 PFPC INC. 012 B00AA01 85-1196 012 C01AA01 WESTBOROUGH 012 C02AA01 MA 012 C03AA01 01581 013 A00AA01 ERNST & YOUNG LLP 013 B01AA01 CHICAGO 013 B02AA01 IL 013 B03AA01 60606 015 A00AA01 PFPC TRUST COMPANY 015 B00AA01 C 015 C01AA01 PHILADELPHIA 015 C02AA01 PA 015 C03AA01 19153 015 E01AA01 X 018 00AA00 Y 019 A00AA00 N 019 B00AA00 0 020 A000001 INSTINET 020 B000001 13-3443395 020 C000001 1225 020 A000002 SCHWAB, CHARLES 020 B000002 94-1737782 020 C000002 1044 020 A000003 SCREAMING EAGLE 020 C000003 861 020 A000004 MORGAN STANLEY & CO. 020 B000004 13-2655998 020 C000004 506 020 A000005 ARCHIPELAGO 020 B000005 36-4122158 020 C000005 397 020 A000006 FIRST ALBANY CORP. 020 B000006 14-1391446 020 C000006 329 020 A000007 CS FIRST BOSTON CORP. 020 B000007 13-5659485 020 C000007 278 020 A000008 LEHMAN BROTHERS 020 B000008 13-2518466 020 C000008 256 020 A000009 WILLIAM O'NEIL 020 B000009 95-2261636 020 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J020100 0.000 048 K010100 0 048 K020100 0.000 049 000100 N 050 000100 N 051 000100 Y 052 000100 N 053 A000100 Y 053 B000100 Y 058 A000100 N 059 000100 Y 060 A000100 Y 060 B000100 Y 061 000100 1000 062 A000100 N 062 B000100 0.0 062 C000100 0.0 062 D000100 0.0 062 E000100 0.0 062 F000100 0.0 062 G000100 0.0 062 H000100 0.0 PAGE 7 062 I000100 0.0 062 J000100 0.0 062 K000100 0.0 062 L000100 0.0 062 M000100 0.0 062 N000100 0.0 062 O000100 0.0 062 P000100 0.0 062 Q000100 0.0 062 R000100 0.0 063 A000100 0 063 B000100 0.0 066 A000100 Y 066 C000100 Y 067 000100 N 068 A000100 N 068 B000100 N 069 000100 N 070 A010100 Y 070 A020100 N 070 B010100 Y 070 B020100 Y 070 C010100 Y 070 C020100 N 070 D010100 Y 070 D020100 Y 070 E010100 Y 070 E020100 N 070 F010100 Y 070 F020100 N 070 G010100 Y 070 G020100 N 070 H010100 Y 070 H020100 N 070 I010100 N 070 I020100 N 070 J010100 Y 070 J020100 Y 070 K010100 Y 070 K020100 N 070 L010100 Y 070 L020100 Y 070 M010100 Y 070 M020100 N 070 N010100 Y 070 N020100 N 070 O010100 Y 070 O020100 N 070 P010100 Y 070 P020100 N 070 Q010100 N PAGE 8 070 Q020100 N 070 R010100 Y 070 R020100 Y 071 A000100 212028 071 B000100 219894 071 C000100 36868 071 D000100 575 072 A000100 12 072 B000100 15 072 C000100 15 072 D000100 0 072 E000100 0 072 F000100 572 072 G000100 90 072 H000100 0 072 I000100 229 072 J000100 17 072 K000100 0 072 L000100 18 072 M000100 10 072 N000100 31 072 O000100 0 072 P000100 0 072 Q000100 0 072 R000100 32 072 S000100 30 072 T000100 102 072 U000100 0 072 V000100 0 072 W000100 119 072 X000100 1250 072 Y000100 425 072 Z000100 -795 072AA000100 1447 072BB000100 0 072CC010100 12222 072CC020100 0 072DD010100 0 072DD020100 0 072EE000100 0 073 A010100 0.0000 073 A020100 0.0000 073 B000100 0.0000 073 C000100 0.0000 074 A000100 0 074 B000100 0 074 C000100 0 074 D000100 0 074 E000100 0 074 F000100 41052 074 G000100 0 PAGE 9 074 H000100 0 074 I000100 632 074 J000100 924 074 K000100 0 074 L000100 1124 074 M000100 0 074 N000100 43732 074 O000100 1221 074 P000100 46 074 Q000100 0 074 R010100 0 074 R020100 0 074 R030100 0 074 R040100 169 074 S000100 0 074 T000100 42296 074 U010100 3440 074 U020100 0 074 V010100 12.29 074 V020100 0.00 074 W000100 0.0000 074 X000100 4787 074 Y000100 0 075 A000100 0 075 B000100 40612 076 000100 0.00 028 A010200 7229 028 A020200 0 028 A030200 0 028 A040200 9905 028 B010200 7297 028 B020200 0 028 B030200 0 028 B040200 13803 028 C010200 6272 028 C020200 0 028 C030200 0 028 C040200 8098 028 D010200 7622 028 D020200 0 028 D030200 0 028 D040200 7674 028 E010200 6863 028 E020200 0 028 E030200 0 028 E040200 8032 028 F010200 7555 028 F020200 0 028 F030200 0 028 F040200 12052 028 G010200 42838 PAGE 10 028 G020200 0 028 G030200 0 028 G040200 59563 028 H000200 0 037 000200 N 038 000200 0 039 000200 N 040 000200 Y 041 000200 Y 042 A000200 25 042 B000200 18 042 C000200 0 042 D000200 43 042 E000200 0 042 F000200 0 042 G000200 14 042 H000200 0 043 000200 289 044 000200 0 045 000200 Y 046 000200 N 047 000200 Y 048 000200 1.250 048 A010200 0 048 A020200 0.000 048 B010200 0 048 B020200 0.000 048 C010200 0 048 C020200 0.000 048 D010200 0 048 D020200 0.000 048 E010200 0 048 E020200 0.000 048 F010200 0 048 F020200 0.000 048 G010200 0 048 G020200 0.000 048 H010200 0 048 H020200 0.000 048 I010200 0 048 I020200 0.000 048 J010200 0 048 J020200 0.000 048 K010200 0 048 K020200 0.000 049 000200 N 050 000200 N 051 000200 Y 052 000200 N 053 A000200 Y 053 B000200 Y PAGE 11 058 A000200 N 059 000200 Y 060 A000200 Y 060 B000200 Y 061 000200 1000 062 A000200 N 062 B000200 0.0 062 C000200 0.0 062 D000200 0.0 062 E000200 0.0 062 F000200 0.0 062 G000200 0.0 062 H000200 0.0 062 I000200 0.0 062 J000200 0.0 062 K000200 0.0 062 L000200 0.0 062 M000200 0.0 062 N000200 0.0 062 O000200 0.0 062 P000200 0.0 062 Q000200 0.0 062 R000200 0.0 063 A000200 0 063 B000200 0.0 066 A000200 Y 066 C000200 Y 067 000200 N 068 A000200 N 068 B000200 N 069 000200 N 070 A010200 Y 070 A020200 N 070 B010200 Y 070 B020200 Y 070 C010200 Y 070 C020200 N 070 D010200 Y 070 D020200 Y 070 E010200 Y 070 E020200 N 070 F010200 Y 070 F020200 N 070 G010200 Y 070 G020200 N 070 H010200 Y 070 H020200 N 070 I010200 N 070 I020200 N 070 J010200 Y 070 J020200 Y PAGE 12 070 K010200 Y 070 K020200 N 070 L010200 Y 070 L020200 Y 070 M010200 Y 070 M020200 N 070 N010200 Y 070 N020200 N 070 O010200 Y 070 O020200 N 070 P010200 Y 070 P020200 N 070 Q010200 N 070 Q020200 N 070 R010200 Y 070 R020200 N 071 A000200 397093 071 B000200 423664 071 C000200 110581 071 D000200 359 072 A000200 12 072 B000200 14 072 C000200 32 072 D000200 0 072 E000200 0 072 F000200 1444 072 G000200 115 072 H000200 0 072 I000200 696 072 J000200 27 072 K000200 0 072 L000200 50 072 M000200 28 072 N000200 34 072 O000200 0 072 P000200 0 072 Q000200 0 072 R000200 99 072 S000200 95 072 T000200 289 072 U000200 0 072 V000200 0 072 W000200 325 072 X000200 3202 072 Y000200 851 072 Z000200 -2305 072AA000200 0 072BB000200 62503 072CC010200 109468 072CC020200 0 072DD010200 0 PAGE 13 072DD020200 0 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G030300 0 028 G040300 2558 028 H000300 0 037 000300 N 038 000300 0 039 000300 N 040 000300 Y 041 000300 Y 042 A000300 2 042 B000300 26 042 C000300 0 042 D000300 62 042 E000300 0 042 F000300 0 042 G000300 10 042 H000300 0 043 000300 26 044 000300 0 045 000300 Y 046 000300 N 047 000300 Y 048 000300 1.250 048 A010300 0 048 A020300 0.000 048 B010300 0 048 B020300 0.000 048 C010300 0 048 C020300 0.000 048 D010300 0 048 D020300 0.000 048 E010300 0 048 E020300 0.000 048 F010300 0 048 F020300 0.000 048 G010300 0 048 G020300 0.000 048 H010300 0 PAGE 15 048 H020300 0.000 048 I010300 0 048 I020300 0.000 048 J010300 0 048 J020300 0.000 048 K010300 0 048 K020300 0.000 049 000300 N 050 000300 N 051 000300 N 052 000300 N 053 A000300 Y 053 B000300 Y 058 A000300 N 059 000300 Y 060 A000300 Y 060 B000300 Y 061 000300 1000 062 A000300 N 062 B000300 0.0 062 C000300 0.0 062 D000300 0.0 062 E000300 0.0 062 F000300 0.0 062 G000300 0.0 062 H000300 0.0 062 I000300 0.0 062 J000300 0.0 062 K000300 0.0 062 L000300 0.0 062 M000300 0.0 062 N000300 0.0 062 O000300 0.0 062 P000300 0.0 062 Q000300 0.0 062 R000300 0.0 063 A000300 0 063 B000300 0.0 066 A000300 Y 066 C000300 Y 067 000300 N 068 A000300 N 068 B000300 N 069 000300 N 070 A010300 Y 070 A020300 N 070 B010300 Y 070 B020300 Y 070 C010300 Y 070 C020300 N 070 D010300 Y PAGE 16 070 D020300 Y 070 E010300 Y 070 E020300 N 070 F010300 Y 070 F020300 N 070 G010300 Y 070 G020300 N 070 H010300 Y 070 H020300 N 070 I010300 N 070 I020300 N 070 J010300 Y 070 J020300 Y 070 K010300 Y 070 K020300 N 070 L010300 Y 070 L020300 Y 070 M010300 Y 070 M020300 N 070 N010300 Y 070 N020300 N 070 O010300 Y 070 O020300 N 070 P010300 Y 070 P020300 N 070 Q010300 N 070 Q020300 N 070 R010300 Y 070 R020300 Y 071 A000300 12958 071 B000300 30048 071 C000300 5128 071 D000300 253 072 A000300 12 072 B000300 26 072 C000300 0 072 D000300 0 072 E000300 0 072 F000300 59 072 G000300 90 072 H000300 0 072 I000300 174 072 J000300 8 072 K000300 0 072 L000300 2 072 M000300 3 072 N000300 13 072 O000300 0 072 P000300 0 072 Q000300 0 072 R000300 13 PAGE 17 072 S000300 9 072 T000300 26 072 U000300 0 072 V000300 0 072 W000300 58 072 X000300 455 072 Y000300 95 072 Z000300 -334 072AA000300 0 072BB000300 9065 072CC010300 9140 072CC020300 0 072DD010300 0 072DD020300 0 072EE000300 0 073 A010300 0.0000 073 A020300 0.0000 073 B000300 0.0000 073 C000300 0.0000 074 A000300 0 074 B000300 0 074 C000300 0 074 D000300 0 074 E000300 452 074 F000300 0 074 G000300 0 074 H000300 0 074 I000300 4291 074 J000300 0 074 K000300 0 074 L000300 11 074 M000300 1 074 N000300 4755 074 O000300 0 074 P000300 0 074 Q000300 0 074 R010300 0 074 R020300 0 074 R030300 0 074 R040300 70 074 S000300 0 074 T000300 4685 074 U010300 1439 074 U020300 0 074 V010300 3.26 074 V020300 0.00 074 W000300 0.0000 074 X000300 2734 074 Y000300 0 075 A000300 0 075 B000300 10473 PAGE 18 076 000300 0.00 028 A010400 5 028 A020400 0 028 A030400 0 028 A040400 1009 028 B010400 0 028 B020400 0 028 B030400 0 028 B040400 612 028 C010400 0 028 C020400 0 028 C030400 0 028 C040400 765 028 D010400 0 028 D020400 0 028 D030400 0 028 D040400 1512 028 E010400 3 028 E020400 0 028 E030400 0 028 E040400 1024 028 F010400 0 028 F020400 0 028 F030400 0 028 F040400 692 028 G010400 8 028 G020400 0 028 G030400 0 028 G040400 5614 028 H000400 0 037 000400 N 038 000400 0 039 000400 N 040 000400 Y 041 000400 Y 042 A000400 2 042 B000400 32 042 C000400 0 042 D000400 59 042 E000400 0 042 F000400 0 042 G000400 9 042 H000400 0 043 000400 47 044 000400 0 045 000400 Y 046 000400 N 047 000400 Y 048 000400 1.250 048 A010400 0 048 A020400 0.000 PAGE 19 048 B010400 0 048 B020400 0.000 048 C010400 0 048 C020400 0.000 048 D010400 0 048 D020400 0.000 048 E010400 0 048 E020400 0.000 048 F010400 0 048 F020400 0.000 048 G010400 0 048 G020400 0.000 048 H010400 0 048 H020400 0.000 048 I010400 0 048 I020400 0.000 048 J010400 0 048 J020400 0.000 048 K010400 0 048 K020400 0.000 053 B000400 Y 058 A000400 N 059 000400 Y 060 A000400 Y 060 B000400 Y 061 000400 1000 062 A000400 N 062 B000400 0.0 062 C000400 0.0 062 D000400 0.0 062 E000400 0.0 062 F000400 0.0 062 G000400 0.0 062 H000400 0.0 062 I000400 0.0 062 J000400 0.0 062 K000400 0.0 062 L000400 0.0 062 M000400 0.0 062 N000400 0.0 062 O000400 0.0 062 P000400 0.0 062 Q000400 0.0 062 R000400 0.0 063 A000400 0 063 B000400 0.0 066 A000400 Y 066 C000400 Y 067 000400 N 068 A000400 N 068 B000400 N PAGE 20 069 000400 N 070 A010400 Y 070 A020400 N 070 B010400 Y 070 B020400 Y 070 C010400 Y 070 C020400 N 070 D010400 Y 070 D020400 Y 070 E010400 Y 070 E020400 N 070 F010400 Y 070 F020400 N 070 G010400 Y 070 G020400 N 070 H010400 Y 070 H020400 N 070 I010400 N 070 I020400 N 070 J010400 Y 070 J020400 Y 070 K010400 Y 070 K020400 N 070 L010400 Y 070 L020400 Y 070 M010400 Y 070 M020400 N 070 N010400 Y 070 N020400 N 070 O010400 Y 070 O020400 N 070 P010400 Y 070 P020400 N 070 Q010400 N 070 Q020400 N 070 R010400 Y 070 R020400 N 071 A000400 16775 071 B000400 47317 071 C000400 10039 071 D000400 167 072 A000400 12 072 B000400 40 072 C000400 0 072 D000400 0 072 E000400 0 072 F000400 155 072 G000400 90 072 H000400 0 072 I000400 371 072 J000400 9 PAGE 21 072 K000400 0 072 L000400 4 072 M000400 5 072 N000400 13 072 O000400 0 072 P000400 0 072 Q000400 0 072 R000400 22 072 S000400 19 072 T000400 47 072 U000400 0 072 V000400 0 072 W000400 108 072 X000400 843 072 Y000400 210 072 Z000400 -593 072AA000400 0 072BB000400 43779 072CC010400 42121 072CC020400 0 072DD010400 0 072DD020400 0 072EE000400 0 073 A010400 0.0000 073 A020400 0.0000 073 B000400 0.0000 073 C000400 0.0000 074 A000400 0 074 B000400 0 074 C000400 0 074 D000400 0 074 E000400 1106 074 F000400 0 074 G000400 0 074 H000400 0 074 I000400 6985 074 J000400 0 074 K000400 0 074 L000400 29 074 M000400 0 074 N000400 8120 074 O000400 0 074 P000400 0 074 Q000400 0 074 R010400 0 074 R020400 0 074 R030400 0 074 R040400 110 074 S000400 0 074 T000400 8010 074 U010400 2704 PAGE 22 074 U020400 0 074 V010400 2.96 074 V020400 0.00 074 W000400 0.0000 074 X000400 5851 074 Y000400 0 075 A000400 0 075 B000400 18764 076 000400 0.00 028 A010500 0 028 A020500 0 028 A030500 0 028 A040500 994 028 B010500 0 028 B020500 0 028 B030500 0 028 B040500 583 028 C010500 11 028 C020500 0 028 C030500 0 028 C040500 954 028 D010500 0 028 D020500 0 028 D030500 0 028 D040500 1584 028 E010500 0 028 E020500 0 028 E030500 0 028 E040500 935 028 F010500 0 028 F020500 0 028 F030500 0 028 F040500 627 028 G010500 11 028 G020500 0 028 G030500 0 028 G040500 5677 028 H000500 0 037 000500 N 038 000500 0 039 000500 N 040 000500 Y 041 000500 Y 042 A000500 2 042 B000500 31 042 C000500 0 042 D000500 58 042 E000500 0 042 F000500 0 042 G000500 9 042 H000500 0 PAGE 23 043 000500 47 044 000500 0 045 000500 Y 046 000500 N 047 000500 Y 048 000500 1.250 048 A010500 0 048 A020500 0.000 048 B010500 0 048 B020500 0.000 048 C010500 0 048 C020500 0.000 048 D010500 0 048 D020500 0.000 048 E010500 0 048 E020500 0.000 048 F010500 0 048 F020500 0.000 048 G010500 0 048 G020500 0.000 048 H010500 0 048 H020500 0.000 048 I010500 0 048 I020500 0.000 048 J010500 0 048 J020500 0.000 048 K010500 0 048 K020500 0.000 053 B000500 Y 058 A000500 N 059 000500 Y 060 A000500 Y 060 B000500 Y 061 000500 1000 062 A000500 N 062 B000500 0.0 062 C000500 0.0 062 D000500 0.0 062 E000500 0.0 062 F000500 0.0 062 G000500 0.0 062 H000500 0.0 062 I000500 0.0 062 J000500 0.0 062 K000500 0.0 062 L000500 0.0 062 M000500 0.0 062 N000500 0.0 062 O000500 0.0 062 P000500 0.0 062 Q000500 0.0 PAGE 24 062 R000500 0.0 063 A000500 0 063 B000500 0.0 066 A000500 Y 066 C000500 Y 067 000500 N 068 A000500 N 068 B000500 N 069 000500 N 070 A010500 Y 070 A020500 N 070 B010500 Y 070 B020500 Y 070 C010500 Y 070 C020500 N 070 D010500 Y 070 D020500 Y 070 E010500 Y 070 E020500 N 070 F010500 Y 070 F020500 N 070 G010500 Y 070 G020500 N 070 H010500 Y 070 H020500 N 070 I010500 N 070 I020500 N 070 J010500 Y 070 J020500 Y 070 K010500 Y 070 K020500 N 070 L010500 Y 070 L020500 Y 070 M010500 Y 070 M020500 N 070 N010500 Y 070 N020500 N 070 O010500 Y 070 O020500 N 070 P010500 Y 070 P020500 N 070 Q010500 N 070 Q020500 N 070 R010500 Y 070 R020500 N 071 A000500 15146 071 B000500 48388 071 C000500 10323 071 D000500 147 072 A000500 12 072 B000500 39 PAGE 25 072 C000500 5 072 D000500 0 072 E000500 0 072 F000500 133 072 G000500 90 072 H000500 0 072 I000500 362 072 J000500 9 072 K000500 0 072 L000500 4 072 M000500 5 072 N000500 14 072 O000500 0 072 P000500 0 072 Q000500 0 072 R000500 23 072 S000500 20 072 T000500 47 072 U000500 0 072 V000500 0 072 W000500 108 072 X000500 815 072 Y000500 174 072 Z000500 -597 072AA000500 0 072BB000500 33655 072CC010500 32747 072CC020500 0 072DD010500 0 072DD020500 0 072EE000500 0 073 A010500 0.0000 073 A020500 0.0000 073 B000500 0.0000 073 C000500 0.0000 074 A000500 0 074 B000500 0 074 C000500 0 074 D000500 0 074 E000500 925 074 F000500 0 074 G000500 0 074 H000500 0 074 I000500 6808 074 J000500 0 074 K000500 0 074 L000500 45 074 M000500 0 074 N000500 7778 074 O000500 0 074 P000500 0 PAGE 26 074 Q000500 0 074 R010500 0 074 R020500 0 074 R030500 0 074 R040500 108 074 S000500 0 074 T000500 7670 074 U010500 1513 074 U020500 0 074 V010500 5.07 074 V020500 0.00 074 W000500 0.0000 074 X000500 5857 074 Y000500 0 075 A000500 0 075 B000500 18725 076 000500 0.00 028 A010600 895 028 A020600 0 028 A030600 0 028 A040600 854 028 B010600 412 028 B020600 0 028 B030600 0 028 B040600 493 028 C010600 1246 028 C020600 0 028 C030600 0 028 C040600 677 028 D010600 1998 028 D020600 0 028 D030600 0 028 D040600 1061 028 E010600 750 028 E020600 0 028 E030600 0 028 E040600 748 028 F010600 1142 028 F020600 5163 028 F030600 0 028 F040600 1802 028 G010600 6443 028 G020600 5163 028 G030600 0 028 G040600 5635 028 H000600 0 037 000600 N 038 000600 0 039 000600 N 040 000600 Y 041 000600 Y PAGE 27 042 A000600 34 042 B000600 17 042 C000600 0 042 D000600 29 042 E000600 0 042 F000600 0 042 G000600 20 042 H000600 0 043 000600 56 044 000600 0 045 000600 Y 046 000600 N 047 000600 Y 048 000600 1.250 048 A010600 0 048 A020600 0.000 048 B010600 0 048 B020600 0.000 048 C010600 0 048 C020600 0.000 048 D010600 0 048 D020600 0.000 048 E010600 0 048 E020600 0.000 048 F010600 0 048 F020600 0.000 048 G010600 0 048 G020600 0.000 048 H010600 0 048 H020600 0.000 048 I010600 0 048 I020600 0.000 048 J010600 0 048 J020600 0.000 048 K010600 0 048 K020600 0.000 049 000600 N 050 000600 N 051 000600 Y 052 000600 N 053 A000600 N 058 A000600 N 059 000600 Y 060 A000600 Y 060 B000600 Y 061 000600 1000 062 A000600 N 062 B000600 0.0 062 C000600 0.0 062 D000600 0.0 062 E000600 0.0 PAGE 28 062 F000600 0.0 062 G000600 0.0 062 H000600 0.0 062 I000600 0.0 062 J000600 0.0 062 K000600 0.0 062 L000600 0.0 062 M000600 0.0 062 N000600 0.0 062 O000600 0.0 062 P000600 0.0 062 Q000600 0.0 062 R000600 0.0 063 A000600 0 063 B000600 0.0 066 A000600 Y 066 C000600 Y 067 000600 N 068 A000600 N 068 B000600 N 069 000600 N 070 A010600 Y 070 A020600 N 070 B010600 Y 070 B020600 N 070 C010600 Y 070 C020600 N 070 D010600 Y 070 D020600 N 070 E010600 Y 070 E020600 N 070 F010600 Y 070 F020600 N 070 G010600 Y 070 G020600 N 070 H010600 Y 070 H020600 N 070 I010600 N 070 I020600 N 070 J010600 Y 070 J020600 N 070 K010600 Y 070 K020600 N 070 L010600 Y 070 L020600 Y 070 M010600 Y 070 M020600 N 070 N010600 Y 070 N020600 N 070 O010600 Y 070 O020600 N PAGE 29 070 P010600 Y 070 P020600 N 070 Q010600 N 070 Q020600 N 070 R010600 Y 070 R020600 N 071 A000600 107096 071 B000600 84399 071 C000600 26713 071 D000600 315 072 A000600 12 072 B000600 6 072 C000600 7 072 D000600 0 072 E000600 0 072 F000600 279 072 G000600 75 072 H000600 0 072 I000600 350 072 J000600 10 072 K000600 0 072 L000600 24 072 M000600 5 072 N000600 22 072 O000600 0 072 P000600 0 072 Q000600 0 072 R000600 23 072 S000600 35 072 T000600 56 072 U000600 0 072 V000600 0 072 W000600 15 072 X000600 894 072 Y000600 254 072 Z000600 -627 072AA000600 6198 072BB000600 0 072CC010600 6121 072CC020600 0 072DD010600 0 072DD020600 0 072EE000600 0 073 A010600 0.0000 073 A020600 0.0000 073 B000600 0.0000 073 C000600 0.0000 074 A000600 0 074 B000600 0 074 C000600 0 074 D000600 0 PAGE 30 074 E000600 0 074 F000600 35017 074 G000600 0 074 H000600 0 074 I000600 1028 074 J000600 427 074 K000600 0 074 L000600 39 074 M000600 0 074 N000600 36511 074 O000600 100 074 P000600 38 074 Q000600 0 074 R010600 0 074 R020600 0 074 R030600 0 074 R040600 148 074 S000600 0 074 T000600 36225 074 U010600 2766 074 U020600 0 074 V010600 13.10 074 V020600 0.00 074 W000600 0.0000 074 X000600 12220 074 Y000600 0 075 A000600 0 075 B000600 26526 076 000600 0.00 SIGNATURE PETER KRIS TITLE VICE PRESIDENT EX-99 3 vanwag77.txt EXHIBIT INDEX EXHIBIT A: Attachment to item 77B: Accountants report on internal control EXHIBIT B: Attachment to item 77C: Submission of matters to a vote of Security holders. EXHIBIT C: Attachment to item 77Q1: Exhibits - ------------------------------------------------------------------ EXHIBIT A: Report of Independent Auditors To the Shareholders and Board of Directors of Van Wagoner Funds, Inc. In planning and performing our audit of the financial statements of Van Wagoner Funds, Inc., including the Van Wagoner Small-Cap Growth Fund, Van Wagoner Emerging Growth Fund, Van Wagoner Growth Opportunities Fund, Van Wagoner Post-Venture Fund, Van Wagoner Mid-Cap Growth Fund, and Van Wagoner Technology Fund (collectively the "Funds") for the year ended December 31, 2003, we considered its internal control, including control activities for safeguarding securities, in order to determine our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, not to provide assurance on internal control. The management of the Funds is responsible for establishing and maintaining internal control. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. Generally, controls that are relevant to an audit pertain to the entity's objective of preparing financial statements for external purposes that are fairly presented in conformity with accounting principles generally accepted in the United States. Those controls include the safeguarding of assets against unauthorized acquisition, use, or disposition. Because of inherent limitations in internal control, error or fraud may occur and not be detected. Also, projection of any evaluation of internal control to future periods is subject to the risk that it may become inadequate because of changes in conditions or that the effectiveness of the design and operation may deteriorate. Our consideration of internal control would not necessarily disclose all matters in internal control that might be material weaknesses under standards established by the American Institute of Certified Public Accountants. A material weakness is a condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. However, we noted no matters involving internal control and its operation, including controls for safeguarding securities, that we consider to be material weaknesses as defined above as of December 31, 2003. This report is intended solely for the information and use of management and the Board of Directors of Van Wagoner Funds, Inc. and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties. /s/ERNST & YOUNG LLP Chicago, Illinois February 13, 2004 EXHIBIT B: Shareholder Voting Results (unaudited): A Special Meeting of Shareholders of the Emerging Growth Fund and the Small- Cap Growth Fund was held on August 29, 2003 and shareholders approved new investment advisory agreements with Van Wagoner Capital Management, Inc. which became effective on September 1, 2003. The following represents the voting results of the proposals considered at the meeting: Proposal 1: Approval of a new investment advisory agreement for the Emerging Growth Fund Results: Number of Shares Affirmative 10,122,418.839 Against 1,757,204.182 Abstain 324,682.159 Total 12,204,305.180 Proposal 2: Approval of a new investment advisory agreement for the Small-Cap Growth Fund Results: Number of Shares Affirmative 1,723,403.531 Against 313,401.396 Abstain 111,777.633 Total 2,148,582.560 EXHIBIT C: BYLAWS OF VAN WAGONER FUNDS, INC. (amended June 6, 2003) Section 7. Voting. Each outstanding share of each class of stock entitled to vote at a meeting of stockholders shall be entitled to one vote on each matter submitted to a vote. In all elections for directors every stockholder shall have the right to vote the shares of each class owned of record by him for as many persons as there are directors to be elected, but shall not be entitled to exercise any right of cumulative voting. A stockholder may vote the shares owned of record by him either in person or by proxy in accordance with the Maryland General Corporation Law. No proxy shall be valid after eleven (11) months from its date unless otherwise provided in the proxy. At all meetings of stockholders, unless the voting is conducted by inspectors, all questions relating to the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. A majority of the votes cast at a meeting of stockholders, duly called and at which a quorum is present, shall be sufficient to take or authorize any action which may properly come before the meeting, unless a greater number is required by statute or by the charter. Exhibit 77Q(e) to Form N-SAR INVESTMENT ADVISORY AGREEMENT THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made as of the 1st day of September, 2003, by and between VAN WAGONER FUNDS, INC., a Maryland corporation (the "Company"), on behalf of the Van Wagoner Emerging Growth Fund (the "Fund") and VAN WAGONER CAPITAL MANAGEMENT, INC., a California corporation (the "Adviser"). WITNESSETH: WHEREAS, the Company is an open-end management investment company, registered with the Securities and Exchange Commission as such under the Investment Company Act of 1940, as amended (the "Investment Company Act"); and WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and is engaged in the business of supplying investment advice, investment management and administrative services; and WHEREAS, the Company desires to retain the Adviser to render investment advice and management services to the Fund pursuant to the terms and provisions of this Agreement, and the Adviser is interested in furnishing said advice and services; NOW, THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties hereto, intending to be legally bound hereby, mutually agree as follows: 1. Appointment of Adviser. The Company hereby employs the Adviser and the Adviser hereby accepts such employment, to render investment advice and management services with respect to the assets of the Fund for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Company's Board of Directors. 2. Duties of Adviser. (a) General Duties. The Adviser shall supervise and manage the investment portfolio of the Fund, and, subject to such policies as the Board of Directors of the Company may determine, direct the purchase and sale of investment securities in the management of the Fund. Nothing herein contained shall be deemed to require the Company to take any action contrary to its Articles of Incorporation, as amended, restated or supplemented from time to time, or any applicable statute or regulation, or to relieve or deprive the board of directors of the Company of its responsibility for and control of the affairs of the Fund. (b) Brokerage. The Adviser, subject to the control and direction of the Company's Board of Directors, shall have authority and discretion to select brokers and dealers to execute portfolio transactions for the Fund and for the selection of the markets on or in which the transactions will be executed. In placing the Fund's securities trades, it is recognized that the Adviser will give primary consideration to securing the most favorable price and efficient execution, so that the Fund's total cost or proceeds in each transaction will be the most favorable under all the circumstances. Within the framework of this policy, the Adviser may consider the financial responsibility, research and investment information, and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is also understood that it is desirable for the Fund that the Adviser have access to investment and market research and securities and economic analyses provided by brokers and others. It is also understood that brokers providing such services may execute brokerage transactions at a higher cost to the Fund than might result from the allocation of brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the purchase and sale of securities for the Fund may be made with brokers who provide such research and analysis, subject to review by the Company's Board of Directors from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. The Adviser shall provide such reports as the Company's Board of Directors may reasonably request with respect to the Fund's total brokerage and the manner in which that brokerage was allocated. It is understood by both parties that the Adviser may select broker-dealers for the execution of the Fund's portfolio transactions who provide research and analysis as the Adviser may lawfully and appropriately use in its investment management and advisory capacities, whether or not such research and analysis may also be useful to the Adviser in connection with its services to other clients. Certain brokers and dealers may offer programs that effectively result in a reduction of the Fund's operating expenses (as described in Section 7 hereof). Provided that the Adviser reasonably believes such brokers or dealers offer best execution (as discussed above in this Section 2), and subject to the Company's Board of Directors' general supervision of brokerage directed for this purpose, the Adviser may lawfully direct the Fund's brokerage for the purpose of reducing Fund expenses. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. 3. Best Efforts and Judgment. The Adviser shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement. 4. Independent Contractor. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized to do so, have no authority to act for or represent the Company or the Fund in any way, or in any way be deemed an agent for the Company or for the Fund. However, one or more shareholders, officers, directors or employees of the Adviser may serve as directors and/or officers of the Company, but without compensation or reimbursement of expenses for such services from the Company. 5. Adviser's Personnel. The Adviser shall, at its own expense, maintain such staff and employ or retain such personnel and consult with such other persons as it shall from time to time determine to be necessary to the performance of its obligations under this Agreement. Without limiting the generality of the foregoing, the staff and personnel of the Adviser shall be deemed to include persons employed or retained by the Adviser to furnish statistical information, research, and other factual information, advice regarding economic factors and trends, information with respect to technical and scientific developments, and such other information, advice and assistance as the Adviser or the Company's Board of Directors may desire and reasonably request. 6. Reports by Fund to Adviser. The Fund will from time to time furnish to the Adviser detailed statements of its investments and assets, and information as to its investment objective and needs, and will make available to the Adviser such financial reports, proxy statements, legal and other information relating to the Fund's investments as may be in its possession or available to it, together with such other information as the Adviser may reasonably request. 7. Expenses. The Adviser, at its own expense and without reimbursement from the Company or the Fund, shall furnish office space, and all necessary office facilities, equipment and executive personnel for managing the investments of the Fund. The Adviser shall not be required to pay any expenses of the Fund except as provided herein. The expenses of the Fund's operations borne by the Fund include by way of illustration and not limitation, directors' fees paid to those directors who are not officers of the Company, the costs of preparing and printing registration statements required under the Securities Act of 1933 and the Investment Company Act (and amendments thereto), the expense of registering its shares with the Securities and Exchange Commission and in the various states, the printing and distribution cost of prospectuses mailed to existing shareholders, the cost of stock certificates (if any), director and officer liability insurance, reports to shareholders, reports to government authorities and proxy statements, interest charges, taxes, legal expenses, salaries of administrative and clerical personnel, association membership dues, auditing and accounting services, insurance premiums, brokerage and other expenses connected with the execution of portfolio securities transactions, fees and expenses of the custodian of the Fund's assets, expenses of calculating the net asset value and repurchasing and redeeming shares, printing and mailing expenses, charges and expenses of dividend disbursing agents, registrars and stock transfer agents and the cost of keeping all necessary shareholder records and accounts. 8. Investment Advisory and Management Fee. (a) The Fund shall pay to the Adviser, and the Adviser agrees to accept, as full compensation for all administrative and investment management and advisory services furnished or provided to the Fund pursuant to this Agreement, a management fee as set forth in the Fee Schedule attached hereto as Appendix A, as may be amended in writing from time to time by the Company and the Adviser. The management fee shall be accrued daily by the Fund and paid to the Adviser upon its request. The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (b) Fee Reduction. The Adviser may, but is not required to, reduce all or a portion of its fees and/or reimburse a Fund for other expenses in order to decrease the operating expenses of a Fund. Any such reduction, reimbursement, or payment (collectively "subsidies") shall be applicable only to such specific subsidy and shall not constitute an agreement to continue such subsidy in the future. Any such subsidy will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. The Adviser may also agree contractually to limit a Fund's operating expenses. To the extent such an expense limitation has been agreed to by the Adviser and such limit has been disclosed to shareholders of a Fund in the Prospectus, the Adviser may not change the limitation without first disclosing the change in an updated Prospectus. The Adviser may seek reimbursement of any subsidies made by the Adviser either voluntarily or pursuant to contract. The reimbursement of any subsidy must be approved by the Company's Board of Directors and must be sought no later than the end of the third fiscal year following the year to which the subsidy relates. The Adviser may not request or receive reimbursement for any subsidies before payment of a Fund's operating expenses for the current year and cannot cause a Fund to exceed any more restrictive limitation to which the Adviser has agreed in making such reimbursement. (c) The Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement prior to the time such compensation or reimbursement has accrued as a liability of the Fund. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Adviser hereunder. 9. Fund Share Activities of Adviser's Directors, Officers and Employees. The Adviser agrees that neither it nor any of its directors, officers or employees shall take any short position in the shares of the Fund. This prohibition shall not prevent the purchase of such shares by any of the officers or bona fide employees of the Adviser or any trust, pension, profit-sharing or other benefit plan for such persons or affiliates thereof, at a price not less than the net asset value thereof at the time of purchase, as allowed pursuant to rules promulgated under the Investment Company Act. 10. Conflicts with Company's Governing Documents and Applicable Laws. Nothing herein contained shall be deemed to require the Company or the Fund to take any action contrary to the Company's Articles of Incorporation, By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Directors of the Company of its responsibility for and control of the conduct of the affairs of the Company and Fund. 11. Liability of the Adviser and the Fund. (a) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Company or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund; provided, however, that this provision shall not be construed as a waiver or limitation of any rights which the Company or the Fund may have under applicable federal securities laws. (b) The Fund shall indemnify and hold harmless the Adviser and its shareholders, directors, officers and employees (any such person, an "Indemnified Party") against any loss, liability, claim, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) arising out of the Indemnified Party's performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. (c) The Adviser agrees to defend, indemnify and hold harmless the Company and the Fund, and the shareholders, directors, officers and employees of each of them against any loss, liability, claim, damage or expense (including without limitation the reasonable cost of investigating and defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) arising out of their performance or non-performance of any duties under, or the execution of, this Agreement; provided, however, that nothing herein shall be deemed to protect any of them against any liability to which they would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. (d) No provision of this Agreement shall be construed to protect any director or officer of the Company, or director or officer of the Adviser, from liability in violation of Sections 17(h) and (i) of the Investment Company Act. 12. Exclusivity. The services of the Adviser to the Fund hereunder are not to be deemed exclusive and the Adviser shall be free to furnish similar services to others as long as the services hereunder are not impaired thereby. Although the Adviser has agreed to permit the Fund and the Company to use the name "Van Wagoner", if they so desire, it is understood and agreed that the Adviser reserves the right to use and to permit other persons, firms or corporations, including investment companies, to use such name, and that the Fund and the Company will not use such name if the Adviser ceases to be the Fund's sole investment adviser. During the period that this Agreement is in effect, the Adviser shall be the Fund's sole investment adviser. 13. Term. This Agreement shall become effective on the date that is the latest of (1) the execution of this Agreement, (2) the approval of this Agreement by the Board of Directors of the Company and (3) the requisite approval of this Agreement by the shareholders of the Fund. This Agreement shall remain in effect for a period of two (2) years, unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (1) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Directors of the Company who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. 14. Termination. This Agreement may be terminated by the Company on behalf of any one or more of the Fund at any time without payment of any penalty, by the Board of Directors of the Company or by vote of a majority of the outstanding voting securities of a Fund, upon sixty (60) days' written notice to the Adviser, and by the Adviser upon sixty (60) days' written notice to a Fund. 15. Termination by Assignment. This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the Investment Company Act. 16. Transfer, Assignment. This Agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged without the affirmative vote or written consent of the holders of a majority of the outstanding voting securities of the Fund. 17. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby. 18. Definitions. The terms "majority of the outstanding voting securities" and "interested persons" shall have the meanings as set forth in the Investment Company Act. 19. Notice of Limited Liability. The Adviser agrees that the Company's obligations under this Agreement shall be limited to the Fund and to their assets, and that the Adviser shall not seek satisfaction of any such obligation from the shareholders of the Fund nor from any director, officer, employee or agent of the Company or the Fund. 20. Captions. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. 21. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act and the Advisers Act and any rules and regulations promulgated thereunder. 22. Nonpublic Personal Information. Notwithstanding any provision herein to the contrary, the Adviser agrees on behalf of itself and its directors, officers, and employees (1) to treat confidentially and as proprietary information of the Company (a) all records and other information relative to the series of the Company and their prior, present, or potential shareholders (and clients of said shareholders) and (b) any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P ("Regulation S-P"), promulgated under the Gramm-Leach-Bliley Act (the "G-L-B Act"), and (2) not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, or as otherwise permitted by the privacy policies adopted by the Company, the G-L-B Act or Regulation S-P, except after prior notification to and approval in writing by the Company. Such written approval shall not be unreasonably withheld by the Company and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply after being requested to divulge such information by duly constituted authorities, or when so requested by the Company. 23. Anti-Money Laundering Compliance. The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, and implementing regulations ("BSA"), the Fund has adopted an Anti-Money Laundering Policy. The Adviser agrees to comply with the Fund's Anti-Money Laundering Policy and the BSA, as the same may apply to the Adviser, now and in the future. The Adviser further agrees to provide to the Fund and/or the Company such reports, certifications and contractual assurances as may be requested by the Fund or the Company. The Company and the Fund may disclose information respecting the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by applicable law or regulation. 24. Certifications; Disclosure Controls and Procedures. The Adviser acknowledges that, in compliance with the Sarbanes-Oxley Act of 2002, and the implementing regulations promulgated thereunder, the Fund is required to make certain certifications and has adopted disclosure controls and procedures. To the extent reasonably requested by the Company or the Fund, the Adviser agrees to use its best efforts to assist the Company and the Fund in complying with the Sarbanes- Oxley Act and implementing the Fund's disclosure controls and procedures. The Adviser agrees to inform the Company and the Fund of any material development related to the Company or the Fund that the Adviser reasonably believes is relevant to the certification obligations of the Fund under the Sarbanes-Oxley Act. 25. Code of Ethics. The Adviser (1) has adopted a written code of ethics pursuant to Rule 17j-1 under the Investment Company Act; (ii) has provided the Fund with a copy of evidence of the adoption of the code of ethics by the Adviser; and (iii) will make such reports to the Fund as are required by Rule 17j-1 under the Investment Company Act. The Adviser agrees to provide the Fund with any information required to satisfy the code of ethics reporting or disclosure requirements of the Sarbanes-Oxley Act and any rules or regulations promulgated by the SEC thereunder. To the extent the Adviser adopts or has adopted a separate code of ethics or amends or has amended its code of ethics to comply with such rules or regulations, the Adviser shall provide the Fund with a copy of such code of ethics and any amendments thereto. [signature page follows] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers, all on the day and year first above written. VAN WAGONER FUNDS, INC. VAN WAGONER CAPITAL MANAGEMENT, INC. By: By: Name: Name: Title: Title: Date: , 2003 Date: , 2003 Appendix A Fee Schedule - Van Wagoner Funds, Inc. NAME OF FUND Van Wagoner Emerging Growth Fund APPLICABLE FEE 1.25% of the Fund's average daily net assets (+/-) up to 0.25% (as detailed below) of the Fund's average daily net assets EFFECTIVE DATE September 1, 2003 The basic fee rate of 1.25% of the Fund's average daily net assets may be adjusted upward or downward (by up to 0.25% of the Fund's average daily net assets), depending on whether, and to what extent, the investment performance of the Fund, for the relevant performance period, exceeds or is exceeded by the performance of the Lipper Small-Cap Growth Index over the same period. The performance period consists of the prior 36 months and is also referred to as a rolling 36-month period. Each 0.10% of difference of the Fund's performance compared to the performance of the Lipper Small-Cap Growth Index is multiplied by a performance adjustment of .025%, up to a maximum adjustment of 0.25% (as an annual rate). Thus, an annual excess performance difference of 1.00% or more between the Fund and the Lipper Small-Cap Growth Index would result in an annual maximum performance adjustment of 0.25%. The Fund's performance is calculated based on its net asset value per share after all expenses. Similarly, the Lipper Small-Cap Growth Index is calculated as an average of mutual funds and would reflect the performance of those funds after fees and expenses. For purposes of calculating the performance adjustment, any dividends or capital gains distributions paid by the Fund are treated as if those distributions were reinvested in Fund shares at the net asset value per share as of the record date for payment. The basic fee and the performance adjustment are calculated once per month (but accrued daily using the prior adjustment) and the entire advisory fee normally is paid monthly. VAN WAGONER FUNDS, INC. VAN WAGONER CAPITAL MANAGEMENT, INC. By: By: Name: Name: Title: Title: Date: , 2003 Date: , 2003 INVESTMENT ADVISORY AGREEMENT THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made as of the 1st day of September, 2003, by and between VAN WAGONER FUNDS, INC., a Maryland corporation (the "Company"), on behalf of the Van Wagoner Small-Cap Growth Fund (the "Fund") and VAN WAGONER CAPITAL MANAGEMENT, INC., a California corporation (the "Adviser"). WITNESSETH: WHEREAS, the Company is an open-end management investment company, registered with the Securities and Exchange Commission as such under the Investment Company Act of 1940, as amended (the "Investment Company Act"); and WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and is engaged in the business of supplying investment advice, investment management and administrative services; and WHEREAS, the Company desires to retain the Adviser to render investment advice and management services to the Fund pursuant to the terms and provisions of this Agreement, and the Adviser is interested in furnishing said advice and services; NOW, THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties hereto, intending to be legally bound hereby, mutually agree as follows: 26. Appointment of Adviser. The Company hereby employs the Adviser and the Adviser hereby accepts such employment, to render investment advice and management services with respect to the assets of the Fund for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Company's Board of Directors. 27. Duties of Adviser. (a) General Duties. The Adviser shall supervise and manage the investment portfolio of the Fund, and, subject to such policies as the Board of Directors of the Company may determine, direct the purchase and sale of investment securities in the management of the Fund. Nothing herein contained shall be deemed to require the Company to take any action contrary to its Articles of Incorporation, as amended, restated or supplemented from time to time, or any applicable statute or regulation, or to relieve or deprive the board of directors of the Company of its responsibility for and control of the affairs of the Fund. (b) Brokerage. The Adviser, subject to the control and direction of the Company's Board of Directors, shall have authority and discretion to select brokers and dealers to execute portfolio transactions for the Fund and for the selection of the markets on or in which the transactions will be executed. In placing the Fund's securities trades, it is recognized that the Adviser will give primary consideration to securing the most favorable price and efficient execution, so that the Fund's total cost or proceeds in each transaction will be the most favorable under all the circumstances. Within the framework of this policy, the Adviser may consider the financial responsibility, research and investment information, and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Adviser may be a party. It is also understood that it is desirable for the Fund that the Adviser have access to investment and market research and securities and economic analyses provided by brokers and others. It is also understood that brokers providing such services may execute brokerage transactions at a higher cost to the Fund than might result from the allocation of brokerage to other brokers on the basis of seeking the most favorable price and efficient execution. Therefore, the purchase and sale of securities for the Fund may be made with brokers who provide such research and analysis, subject to review by the Company's Board of Directors from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. The Adviser shall provide such reports as the Company's Board of Directors may reasonably request with respect to the Fund's total brokerage and the manner in which that brokerage was allocated. It is understood by both parties that the Adviser may select broker-dealers for the execution of the Fund's portfolio transactions who provide research and analysis as the Adviser may lawfully and appropriately use in its investment management and advisory capacities, whether or not such research and analysis may also be useful to the Adviser in connection with its services to other clients. Certain brokers and dealers may offer programs that effectively result in a reduction of the Fund's operating expenses (as described in Section 7 hereof). Provided that the Adviser reasonably believes such brokers or dealers offer best execution (as discussed above in this Section 2), and subject to the Company's Board of Directors' general supervision of brokerage directed for this purpose, the Adviser may lawfully direct the Fund's brokerage for the purpose of reducing Fund expenses. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. 28. Best Efforts and Judgment. The Adviser shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement. 29. Independent Contractor. The Adviser shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized to do so, have no authority to act for or represent the Company or the Fund in any way, or in any way be deemed an agent for the Company or for the Fund. However, one or more shareholders, officers, directors or employees of the Adviser may serve as directors and/or officers of the Company, but without compensation or reimbursement of expenses for such services from the Company. 30. Adviser's Personnel. The Adviser shall, at its own expense, maintain such staff and employ or retain such personnel and consult with such other persons as it shall from time to time determine to be necessary to the performance of its obligations under this Agreement. Without limiting the generality of the foregoing, the staff and personnel of the Adviser shall be deemed to include persons employed or retained by the Adviser to furnish statistical information, research, and other factual information, advice regarding economic factors and trends, information with respect to technical and scientific developments, and such other information, advice and assistance as the Adviser or the Company's Board of Directors may desire and reasonably request. 31. Reports by Fund to Adviser. The Fund will from time to time furnish to the Adviser detailed statements of its investments and assets, and information as to its investment objective and needs, and will make available to the Adviser such financial reports, proxy statements, legal and other information relating to the Fund's investments as may be in its possession or available to it, together with such other information as the Adviser may reasonably request. 32. Expenses. The Adviser, at its own expense and without reimbursement from the Company or the Fund, shall furnish office space, and all necessary office facilities, equipment and executive personnel for managing the investments of the Fund. The Adviser shall not be required to pay any expenses of the Fund except as provided herein. The expenses of the Fund's operations borne by the Fund include by way of illustration and not limitation, directors' fees paid to those directors who are not officers of the Company, the costs of preparing and printing registration statements required under the Securities Act of 1933 and the Investment Company Act (and amendments thereto), the expense of registering its shares with the Securities and Exchange Commission and in the various states, the printing and distribution cost of prospectuses mailed to existing shareholders, the cost of stock certificates (if any), director and officer liability insurance, reports to shareholders, reports to government authorities and proxy statements, interest charges, taxes, legal expenses, salaries of administrative and clerical personnel, association membership dues, auditing and accounting services, insurance premiums, brokerage and other expenses connected with the execution of portfolio securities transactions, fees and expenses of the custodian of the Fund's assets, expenses of calculating the net asset value and repurchasing and redeeming shares, printing and mailing expenses, charges and expenses of dividend disbursing agents, registrars and stock transfer agents and the cost of keeping all necessary shareholder records and accounts. 33. Investment Advisory and Management Fee. (a) The Fund shall pay to the Adviser, and the Adviser agrees to accept, as full compensation for all administrative and investment management and advisory services furnished or provided to the Fund pursuant to this Agreement, a management fee as set forth in the Fee Schedule attached hereto as Appendix A, as may be amended in writing from time to time by the Company and the Adviser. The management fee shall be accrued daily by the Fund and paid to the Adviser upon its request. The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated prior to the end of any month, the fee to the Adviser shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination. (b) Fee Reduction. The Adviser may, but is not required to, reduce all or a portion of its fees and/or reimburse a Fund for other expenses in order to decrease the operating expenses of a Fund. Any such reduction, reimbursement, or payment (collectively "subsidies") shall be applicable only to such specific subsidy and shall not constitute an agreement to continue such subsidy in the future. Any such subsidy will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. The Adviser may also agree contractually to limit a Fund's operating expenses. To the extent such an expense limitation has been agreed to by the Adviser and such limit has been disclosed to shareholders of a Fund in the Prospectus, the Adviser may not change the limitation without first disclosing the change in an updated Prospectus. The Adviser may seek reimbursement of any subsidies made by the Adviser either voluntarily or pursuant to contract. The reimbursement of any subsidy must be approved by the Company's Board of Directors and must be sought no later than the end of the third fiscal year following the year to which the subsidy relates. The Adviser may not request or receive reimbursement for any subsidies before payment of a Fund's operating expenses for the current year and cannot cause a Fund to exceed any more restrictive limitation to which the Adviser has agreed in making such reimbursement. (c) The Adviser may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement prior to the time such compensation or reimbursement has accrued as a liability of the Fund. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Adviser hereunder. 34. Fund Share Activities of Adviser's Directors, Officers and Employees. The Adviser agrees that neither it nor any of its directors, officers or employees shall take any short position in the shares of the Fund. This prohibition shall not prevent the purchase of such shares by any of the officers or bona fide employees of the Adviser or any trust, pension, profit-sharing or other benefit plan for such persons or affiliates thereof, at a price not less than the net asset value thereof at the time of purchase, as allowed pursuant to rules promulgated under the Investment Company Act. 35. Conflicts with Company's Governing Documents and Applicable Laws. Nothing herein contained shall be deemed to require the Company or the Fund to take any action contrary to the Company's Articles of Incorporation, By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Directors of the Company of its responsibility for and control of the conduct of the affairs of the Company and Fund. 36. Liability of the Adviser and the Fund. (a) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Company or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund; provided, however, that this provision shall not be construed as a waiver or limitation of any rights which the Company or the Fund may have under applicable federal securities laws. (b) The Fund shall indemnify and hold harmless the Adviser and its shareholders, directors, officers and employees (any such person, an "Indemnified Party") against any loss, liability, claim, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) arising out of the Indemnified Party's performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. (c) The Adviser agrees to defend, indemnify and hold harmless the Company and the Fund, and the shareholders, directors, officers and employees of each of them against any loss, liability, claim, damage or expense (including without limitation the reasonable cost of investigating and defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) arising out of their performance or non-performance of any duties under, or the execution of, this Agreement; provided, however, that nothing herein shall be deemed to protect any of them against any liability to which they would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. (d) No provision of this Agreement shall be construed to protect any director or officer of the Company, or director or officer of the Adviser, from liability in violation of Sections 17(h) and (i) of the Investment Company Act. 37. Exclusivity. The services of the Adviser to the Fund hereunder are not to be deemed exclusive and the Adviser shall be free to furnish similar services to others as long as the services hereunder are not impaired thereby. Although the Adviser has agreed to permit the Fund and the Company to use the name "Van Wagoner", if they so desire, it is understood and agreed that the Adviser reserves the right to use and to permit other persons, firms or corporations, including investment companies, to use such name, and that the Fund and the Company will not use such name if the Adviser ceases to be the Fund's sole investment adviser. During the period that this Agreement is in effect, the Adviser shall be the Fund's sole investment adviser. 38. Term. This Agreement shall become effective on the date that is the latest of (1) the execution of this Agreement, (2) the approval of this Agreement by the Board of Directors of the Company and (3) the requisite approval of this Agreement by the shareholders of the Fund. This Agreement shall remain in effect for a period of two (2) years, unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter for additional periods not exceeding one (1) year so long as such continuation is approved for the Fund at least annually by (i) the Board of Directors of the Company or by the vote of a majority of the outstanding voting securities of the Fund and (ii) the vote of a majority of the Directors of the Company who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval. 39. Termination. This Agreement may be terminated by the Company on behalf of any one or more of the Fund at any time without payment of any penalty, by the Board of Directors of the Company or by vote of a majority of the outstanding voting securities of a Fund, upon sixty (60) days' written notice to the Adviser, and by the Adviser upon sixty (60) days' written notice to a Fund. 40. Termination by Assignment. This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the Investment Company Act. 41. Transfer, Assignment. This Agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged without the affirmative vote or written consent of the holders of a majority of the outstanding voting securities of the Fund. 42. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby. 43. Definitions. The terms "majority of the outstanding voting securities" and "interested persons" shall have the meanings as set forth in the Investment Company Act. 44. Notice of Limited Liability. The Adviser agrees that the Company's obligations under this Agreement shall be limited to the Fund and to their assets, and that the Adviser shall not seek satisfaction of any such obligation from the shareholders of the Fund nor from any director, officer, employee or agent of the Company or the Fund. 45. Captions. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. 46. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act and the Advisers Act and any rules and regulations promulgated thereunder. 47. Nonpublic Personal Information. Notwithstanding any provision herein to the contrary, the Adviser agrees on behalf of itself and its directors, officers, and employees (1) to treat confidentially and as proprietary information of the Company (a) all records and other information relative to the series of the Company and their prior, present, or potential shareholders (and clients of said shareholders) and (b) any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P ("Regulation S-P"), promulgated under the Gramm-Leach-Bliley Act (the "G-L-B Act"), and (2) not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, or as otherwise permitted by the privacy policies adopted by the Company, the G-L-B Act or Regulation S-P, except after prior notification to and approval in writing by the Company. Such written approval shall not be unreasonably withheld by the Company and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply after being requested to divulge such information by duly constituted authorities, or when so requested by the Company. 48. Anti-Money Laundering Compliance. The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, and implementing regulations ("BSA"), the Fund has adopted an Anti-Money Laundering Policy. The Adviser agrees to comply with the Fund's Anti-Money Laundering Policy and the BSA, as the same may apply to the Adviser, now and in the future. The Adviser further agrees to provide to the Fund and/or the Company such reports, certifications and contractual assurances as may be requested by the Fund or the Company. The Company and the Fund may disclose information respecting the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by applicable law or regulation. 49. Certifications; Disclosure Controls and Procedures. The Adviser acknowledges that, in compliance with the Sarbanes-Oxley Act of 2002, and the implementing regulations promulgated thereunder, the Fund is required to make certain certifications and has adopted disclosure controls and procedures. To the extent reasonably requested by the Company or the Fund, the Adviser agrees to use its best efforts to assist the Company and the Fund in complying with the Sarbanes- Oxley Act and implementing the Fund's disclosure controls and procedures. The Adviser agrees to inform the Company and the Fund of any material development related to the Company or the Fund that the Adviser reasonably believes is relevant to the certification obligations of the Fund under the Sarbanes-Oxley Act. 50. Code of Ethics. The Adviser (1) has adopted a written code of ethics pursuant to Rule 17j-1 under the Investment Company Act; (ii) has provided the Fund with a copy of evidence of the adoption of the code of ethics by the Adviser; and (iii) will make such reports to the Fund as are required by Rule 17j-1 under the Investment Company Act. The Adviser agrees to provide the Fund with any information required to satisfy the code of ethics reporting or disclosure requirements of the Sarbanes-Oxley Act and any rules or regulations promulgated by the SEC thereunder. To the extent the Adviser adopts or has adopted a separate code of ethics or amends or has amended its code of ethics to comply with such rules or regulations, the Adviser shall provide the Fund with a copy of such code of ethics and any amendments thereto. [signature page follows] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers, all on the day and year first above written. VAN WAGONER FUNDS, INC. VAN WAGONER CAPITAL MANAGEMENT, INC. By: By: Name: Name: Title: Title: Date: , 2003 Date: , 2003 Appendix A Fee Schedule - Van Wagoner Funds, Inc. NAME OF FUND Van Wagoner Small-Cap Growth Fund APPLICABLE FEE 1.25% of the Fund's average daily net assets (+/-) up to 0.25% (as detailed below) of the Fund's average daily net assets EFFECTIVE DATE September 1, 2003 The basic fee rate of 1.25% of the Fund's average daily net assets may be adjusted upward or downward (by up to 0.25% of the Fund's average daily net assets), depending on whether, and to what extent, the investment performance of the Fund, for the relevant performance period, exceeds or is exceeded by the performance of the Lipper Small-Cap Growth Index over the same period. The performance period consists of the prior 36 months and is also referred to as a rolling 36-month period. Each 0.10% of difference of the Fund's performance compared to the performance of the Lipper Small-Cap Growth Index is multiplied by a performance adjustment of .025%, up to a maximum adjustment of 0.25% (as an annual rate). Thus, an annual excess performance difference of 1.00% or more between the Fund and the Lipper Small-Cap Growth Index would result in an annual maximum performance adjustment of 0.25%. The Fund's performance is calculated based on its net asset value per share after all expenses. Similarly, the Lipper Small-Cap Growth Index is calculated as an average of mutual funds and would reflect the performance of those funds after fees and expenses. For purposes of calculating the performance adjustment, any dividends or capital gains distributions paid by the Fund are treated as if those distributions were reinvested in Fund shares at the net asset value per share as of the record date for payment. The basic fee and the performance adjustment are calculated once per month (but accrued daily using the prior adjustment) and the entire advisory fee normally is paid monthly. VAN WAGONER FUNDS, INC. VAN WAGONER CAPITAL MANAGEMENT, INC. By: By: Name: Name: Title: Title: Date: , 2003 Date: , 2003 -----END PRIVACY-ENHANCED MESSAGE-----