<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
Firstar Funds, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________________
[_] Fee paid previously with preliminary materials:
________________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
________________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
(3) Filing Party:
________________________________________________________________________________
(4) Date Filed:
________________________________________________________________________________
<PAGE>
September 29, 2000
Dear Shareholder:
The Board of Directors of Firstar Funds, Inc. (the "Company") is pleased to
announce an annual meeting of shareholders on November 8, 2000, at 11:00 a.m.
(Eastern time), at the offices of the Company's legal counsel, Drinker Biddle
& Reath LLP, One Logan Square, 18th and Cherry Streets, Philadelphia,
Pennsylvania 19103 (the "Annual Meeting"), to address a number of issues that
are pertinent to you.
The Board of Directors has approved proposed reorganizations of the
portfolios of Mercantile Mutual Funds, Inc., Firstar Stellar Funds and Firstar
Select Funds (the "Reorganizing Funds") into portfolios of the Company,
subject to approval of the shareholders of the Reorganizing Funds (the
"Reorganizations"). The Board of Directors has unanimously approved the
following proposed actions that relate to the proposed Reorganizations. These
proposals are described in detail in the enclosed proxy materials. At the
Annual Meeting, you will be asked to:
. Elect eleven directors;
. Ratify the selection of PricewaterhouseCoopers LLP as independent
accountants; and
. Approve an Amendment to the Company's Articles of Incorporation.
The formal Notice of Annual Meeting, Proxy Statement and Proxy Card(s) are
enclosed. If you received more than one Proxy Card, please be sure to
complete, sign and return each one.
Whether or not you plan to attend the Annual Meeting, you may vote by proxy
in any of the following ways:
1. Internet--Instructions for casting your vote via the Internet can be
found on the enclosed Proxy Card. The required control number is printed on
your enclosed Proxy Card. If this feature is used, you are giving
authorization for another person to execute your proxy and there is no need
to mail the Proxy Card.
2. Telephone--Instructions for casting your vote via telephone can be
found on the enclosed Proxy Card. The toll-free 800 number and required
control number are printed on your enclosed Proxy Card. If this feature is
used, you are giving authorization for another person to execute your proxy
and there is no need to mail the Proxy Card.
3. By mail--If you vote by mail, please indicate your voting
instructions on the enclosed Proxy Card, date and sign the Proxy Card, and
return it in the envelope provided, which is addressed for your convenience
and needs no postage if mailed in the United States.
If you have any questions concerning the Proxy materials, please contact
our proxy solicitor, D.F. King & Co., Inc. at 1-800-207-3159.
YOUR VOTE IS IMPORTANT TO US. PLEASE REVIEW THE ENCLOSED MATERIALS AND, IF
YOU DO NOT PLAN TO ATTEND THE ANNUAL MEETING, COMPLETE, SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD(S) TODAY. IT IS IMPORTANT THAT YOU RETURN THE PROXY
CARD(S) TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED AT THE ANNUAL MEETING.
YOU MAY ALSO VOTE YOUR PROXY(IES) BY A TOLL-FREE PHONE CALL OR BY VOTING ON-
LINE AS INDICATED ON THE PROXY CARD.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR EACH OF THE PROPOSALS DESCRIBED IN THE PROXY STATEMENT.
Sincerely,
/s/ James M. Wade
James M. Wade
Chairman of the Board of Directors
<PAGE>
FIRSTAR FUNDS, INC.
615 EAST MICHIGAN STREET
MILWAUKEE, WISCONSIN 53201-3011
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 8, 2000
September 29, 2000
To the Shareholders of
Firstar Funds, Inc.:
An Annual Meeting of Shareholders (the "Annual Meeting") of each of the
mutual funds of Firstar Funds, Inc. (the "Company") will be held on November
8, 2000, at 11:00 a.m. (Eastern time), at the offices of the Company's legal
counsel, Drinker Biddle & Reath LLP, One Logan Square, 18th and Cherry
Streets, Philadelphia, Pennsylvania 19103.
The investment portfolios currently offered by the Company are: Money
Market Fund, Institutional Money Market Fund, U.S. Treasury Money Market Fund,
U.S. Government Money Market Fund, Tax-Exempt Money Market Fund, Short-Term
Bond Market Fund, Intermediate Bond Market Fund, Tax-Exempt Intermediate Bond
Fund, Bond IMMDEX(TM) Fund, Balanced Income Fund, Balanced Growth Fund, Growth
and Income Fund, Equity Index Fund, Growth Fund, MidCap Index Fund, Special
Growth Fund, Emerging Growth Fund, MicroCap Fund, Core International Equity
Fund and International Equity Fund (each, a "Fund" and collectively, the
"Funds").
Shareholders will be asked to consider and act upon the following matters
at the Annual Meeting:
1. The election of eleven directors;
2. The ratification of the selection of PricewaterhouseCoopers LLP as
the Company's independent accountants for the fiscal year ending October
31, 2000;
3. The approval of an Amendment to the Articles of Incorporation
authorizing the Company to issue an indefinite number of shares divided
into two hundred classes of shares; and
4. The transaction of such other business as may properly come before
the Annual Meeting or any adjournment thereof.
The Board of Directors has approved proposed reorganizations of the
portfolios of Mercantile Mutual Funds, Inc., Firstar Stellar Funds and Firstar
Select Funds (the "Reorganizing Funds") into portfolios of the Company,
subject to approval of the shareholders of the Reorganizing Funds (the
"Reorganizations"). The proposals stated above relate to the proposed
Reorganizations and are discussed in detail in the attached Proxy Statement.
Shareholders of record as of the close of business on September 11, 2000 are
entitled to notice of, and to vote at, the Annual Meeting or any adjournment
thereof. YOUR DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR EACH OF THE
PROPOSALS STATED ABOVE.
IF YOU HOLD SHARES IN MORE THAN ONE FUND, YOU WILL RECEIVE MORE THAN ONE
PROXY CARD. YOU ARE REQUESTED TO MARK, DATE, SIGN AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE THE PROXY CARD(S) THAT IS/ARE BEING SOLICITED BY THE
COMPANY'S BOARD OF DIRECTORS. YOU ALSO MAY RETURN PROXIES BY: (1) TOUCH-TONE
TELEPHONE VOTING OR, (2) VOTING ON-LINE AS DESCRIBED ON THE PROXY CARD. THIS
IS IMPORTANT TO ENSURE A QUORUM AT THE ANNUAL MEETING. PROXIES MAY BE REVOKED
AT ANY TIME BEFORE THEY ARE EXERCISED BY SUBMITTING TO THE SECRETARY OF THE
COMPANY A WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY EXECUTED PROXY OR BY
ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON.
/s/ W. Bruce McConnel, III
W. Bruce McConnel, III
Secretary
<PAGE>
FIRSTAR FUNDS, INC.
615 EAST MICHIGAN STREET
MILWAUKEE, WISCONSIN 53201-3011
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of Firstar Funds, Inc. (the
"Company") for use at an Annual Meeting of Shareholders of the mutual funds of
the Company and any adjournment(s) thereof (the "Annual Meeting") to be held
on November 8, 2000 at 11:00 a.m. (Eastern time), at the offices of the
Company's legal counsel, Drinker Biddle & Reath LLP, One Logan Square, 18th
and Cherry Streets, Philadelphia, Pennsylvania 19103. This Proxy Statement and
accompanying proxy card(s) will first be mailed on or about September 29,
2000.
The investment portfolios currently offered by the Company are: Money
Market Fund, Institutional Money Market Fund, U.S. Treasury Money Market Fund,
U.S. Government Money Market Fund, Tax-Exempt Money Market Fund, Short-Term
Bond Market Fund, Intermediate Bond Market Fund, Tax-Exempt Intermediate Bond
Fund, Bond IMMDEXTM Fund, Balanced Income Fund, Balanced Growth Fund, Growth
and Income Fund, Equity Index Fund, Growth Fund, MidCap Index Fund, Special
Growth Fund, Emerging Growth Fund, MicroCap Fund, Core International Equity
Fund and International Equity Fund (each, a "Fund" and collectively, the
"Funds").
Proxies will be solicited by mail. Officers and service contractors of the
Company or Firstar Investment Research and Management Company, LLC ("FIRMCO"),
the Funds' investment adviser, may also solicit proxies by telephone,
facsimile, telegraph, Internet or personal interview. FIRMCO, with principal
offices at 777 East Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202,
will bear all proxy solicitation costs. Any shareholder giving a proxy may
revoke it at any time before it is exercised by submitting to the Company a
written notice of revocation or a subsequently executed proxy or by attending
the Annual Meeting and electing to vote in person.
Only shareholders of record at the close of business on September 11, 2000
("Record Date") will be entitled to notice of, and to vote at, the Annual
Meeting. On the Record Date, the following shares of the Funds were
outstanding and entitled to vote:
<TABLE>
<CAPTION>
SHARES OUTSTANDING AND
FUND ENTITLED TO VOTE
---- ----------------------
<S> <C>
Money Market Fund........................................ 153,163,960.640
Institutional Money Market Fund.......................... 2,711,460,646.390
U.S. Treasury Money Market Fund.......................... 130,953,639.070
U.S. Government Money Market Fund........................ 63,128,127.960
Tax-Exempt Money Market Fund............................. 166,019,072.740
Short-Term Bond Market Fund.............................. 17,501,021.993
Intermediate Bond Market Fund............................ 41,594,143.074
Tax-Exempt Intermediate Bond Fund........................ 9,504,317.956
Bond IMMDEXTM Fund....................................... 20,046,092.700
Balanced Income Fund..................................... 8,297,722.205
Balanced Growth Fund..................................... 6,420,022.302
Growth and Income Fund................................... 15,148,373.890
Equity Index Fund........................................ 8,418,317.761
Growth Fund.............................................. 8,667,411.115
MidCap Index Fund........................................ 10,036,158.540
Special Growth Fund...................................... 9,734,285.351
Emerging Growth Fund..................................... 16,071,155.201
MicroCap Fund............................................ 11,522,397.725
Core International Equity Fund........................... 4,221,890.965
International Equity Fund................................ 3,059,758.712
</TABLE>
<PAGE>
Each shareholder of record on the Record Date is entitled to one vote for
each full share held and a proportionate fractional vote for any fractional
shares held as to each Proposal on which such shareholder is entitled to vote.
The Board of Directors has approved proposed reorganizations of the
portfolios of Mercantile Mutual Funds, Inc., Firstar Stellar Funds and Firstar
Select Funds (the "Reorganizing Funds") into portfolios of the Company,
subject to approval of the shareholders of the Reorganizing Funds (the
"Reorganizations"). Shareholders of the Company are being asked to approve
certain proposals related to the proposed Reorganizations (the "Proposals").
The following table summarizes the Proposals to be voted on at the Annual
Meeting and indicates those shareholders who are being solicited with respect
to each Proposal:
<TABLE>
<CAPTION>
PROPOSAL SHAREHOLDERS SOLICITED
-------- ----------------------
<S> <C>
1. To elect eleven directors....... Each Fund of the Company. All shareholders
of each Fund of the Company will vote
together.
2. To ratify the selection of
PricewaterhouseCoopers LLP as
the Company's independent Each Fund of the Company. All shareholders
accountants for its fiscal year of each Fund of the Company will vote
ending October 31, 2000......... together.
3. To approve an Amendment to the
Articles of Incorporation
authorizing the Company to issue
an indefinite number of shares Each Fund of the Company. All shareholders
divided into two hundred classes of each Fund of the Company will vote
of shares....................... together.
</TABLE>
Although shares of each of the Funds other than the Money Market Fund,
Institutional Money Market Fund, U.S. Treasury Money Market Fund, U.S.
Government Money Market Fund and Tax-Exempt Money Market Fund (each of which
offers one series of shares) have been divided into three series, none of the
Proposals to be presented at the Annual Meeting, as described in this Proxy
Statement, involve a separate vote by a single series of shares.
Signed proxies received by the Company in time for voting and not revoked
will be voted in accordance with the directions specified therein. THE BOARD
UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH OF THE PROPOSALS. If no
specification is made, the proxy will be voted FOR the election of directors
and FOR each of the other Proposals.
PROPOSAL 1: ELECTION OF DIRECTORS
At the Annual Meeting, shareholders will be asked to elect eleven
directors, who will constitute the entire Board of the Company. If elected,
each director will serve until the next annual meeting of shareholders, and
until the election and qualification of his or her successor, or until the
director's status as a director is sooner terminated as provided in the
Company's Bylaws. Normally, annual meetings of shareholders to elect directors
will be held only as required by the Investment Company Act of 1940, as
amended (the "1940 Act"), and the Wisconsin Business Corporation Law.
The persons named as proxies in the accompanying proxy card(s) have been
designated by the Board and intend to vote for the nominees named below. All
shares represented by valid proxies will be voted in the election of directors
for each nominee named below, unless authority to vote for a particular
nominee is withheld. Each nominee has consented to being named in this Proxy
Statement and to serve if elected. Should any nominee withdraw from the
election or otherwise be unable to serve, the named proxies will vote for the
election of such
2
<PAGE>
substitute nominee as the Board may recommend unless a decision is made to
reduce the number of directors serving on the Board. The following table sets
forth the nominees, their ages, principal occupations for the past five years,
and any other directorships they hold in companies which are subject to the
reporting requirements of the Securities Exchange Act of 1934 or are
registered as investment companies under the 1940 Act.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DURING PAST 5
NAME DIRECTOR SINCE AGE YEARS
---- -------------- --- ----------------------------------
<S> <C> <C> <C>
Glen R. Bomberger.. March 1988 62 Executive Vice-President, Chief
Financial Officer and Director, A.O.
Smith Corporation (a diversified
manufacturing company) since January
1987; Director of companies affiliated
with A.O. Smith Corporation; Director
Smith Investment Company; Director of
companies affiliated with Smith
Investment Company.
Bronson J. Haase*.. September 1998 56 President and CEO of Wisconsin Gas
Company, WICOR Energy, FieldTech and
Vice President of WICOR, Inc. since
1998; President and CEO of Ameritech--
Wisconsin (formerly Wisconsin Bell)
1993-1998; President of Wisconsin Bell
Communications 1993-1998; Board of
Directors, The Marcus Corporation;
Trustee of Roundy Foods; Chairman of
the Wisconsin Utilities Association.
Dawn M. Hornback... N/A 36 Trustee of Firstar Stellar Funds;
Founder, President and Chief Executive
Officer of Observatory Group, Inc.
(brand identity firm) since August
1990.
Joseph J. Hunt..... N/A 57 Director of Mercantile Mutual Funds,
Inc. since 1994; Treasurer of the
International Association of Bridge,
Structural and Ornamental Iron Workers
(IABSOIW) (international labor union)
since 1998; General Vice-President of
IABSOIW, 1994-1998.
Bruce Laning*...... February 2000 40 President and CEO, FIRMCO since 2000;
Director, FIRMCO since 2000; Senior
Vice-President, FIRMCO, 1999-2000;
Vice-President, FIRMCO, 1994-1999.
Jerry G. Remmel.... March 1988 68 Retired; Vice President, Treasurer and
Chief Financial Officer of Wisconsin
Energy Corporation 1994-1996;
Treasurer of Wisconsin Electric Power
Company 1973-1996; Director of
Wisconsin Electric Power Company 1989-
1996; Senior Vice President, Wisconsin
Electric Power Company 1988-1994;
Chief Financial Officer, Wisconsin
Electric Power Company 1983-1996; Vice
President and Treasurer, Wisconsin
Electric Power Company, 1983-1989.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION DURING PAST 5
NAME SINCE AGE YEARS
---- ---------- --- ----------------------------------
<S> <C> <C> <C>
Richard K. Riederer..... March 1988 56 President and Chief Executive Officer
of Weirton Steel since 1995; Director
of Weirton Steel since 1993; Executive
Vice-President and Chief Financial
Officer of Weirton Steel, January
1994-1995; Vice-President of Finance
and Chief Financial Officer, Weirton
Steel, January 1989-1994; Member,
Board of Directors of American Iron
and Steel Institute since 1995;
Member, Board of Directors, National
Association of Manufacturers since
1995; Member, Board of Directors,
WESBANCO since September 1997; Trustee
of Carnegie Mellon University since
1997.
James M. Wade........... March 1988 56 Retired; Vice President and Chief
Financial Officer and Director,
Johnson Controls, Inc. (a controls
manufacturing company), January 1987--
May 1991.
Jerry V. Woodham........ N/A 57 Chairman of the Board, President and
Director of Mercantile Mutual Funds,
Inc. since 1982; Treasurer, St. Louis
University since August 1996;
Treasurer, Washington University, 1981
to 1995.
Marian Zentmyer*........ N/A 43 Chief Equity Investment Officer and
Director, FIRMCO, since 1998; Senior
Vice President and Senior Portfolio
Manager, FIRMCO, 1995-1998.
William H. Zimmer, III.. N/A 46 Trustee and member of Audit Committee
of Firstar Stellar Funds; Senior Vice
President and Chief Financial Officer,
ecampus.com since September 1999 (e-
commerce); Executive Vice-President
and Chief Financial Officer, Advanced
Communications Group, Inc. since
December 1998; Corporate Vice
President, Cincinnati Bell, Inc., 1997
to 1998; Treasurer, Cincinnati Bell,
Inc. since 1991; Secretary, Cincinnati
Bell, Inc. 1988 to 1997; Assistant
Treasurer, Cincinnati Bell, Inc., 1988
to 1991.
</TABLE>
--------
* An "interested person" of Firstar Funds, as that term is defined in the 1940
Act. Mr. Laning and Ms. Zentmyer are also officers of FIRMCO, the company's
investment adviser.
As indicated in the table above, Messrs. Haase and Laning currently serve as
directors of the Company. Mr. Laning also serves as President and Treasurer and
Mr. Wade serves as Chairman of the Board of the Company. The following table
identifies the other persons who currently, and who are expected to continue
to, serve as executive officers of the Company:
4
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS DURING PAST 5
POSITION HELD WITH THE YEARS
NAME/AGE COMPANY/SINCE AND OTHER AFFILIATIONS
-------- ------------------------ --------------------------------------
<S> <C> <C>
W. Bruce McConnel, III.. Secretary/1988 Partner of the law firm of Drinker
One Logan Square Biddle & Reath LLP.
18th & Cherry Streets
Philadelphia, PA 19103
Age: 57
Laura J. Rauman......... Vice President/1998 Senior Vice President, FIRMCO since
777 E. Wisconsin 1995; Senior Auditor, Price
Avenue, Waterhouse, LLP, prior thereto.
Suite 800
Milwaukee, WI 53202
Age: 31
Joseph C. Neuberger..... Assistant Treasurer/1998 Senior Vice President, Firstar Mutual
615 E. Michigan Street Fund Services, LLC since 1994;
Milwaukee, WI 53202 Manager, Arthur Andersen LLP, prior
Age: 38 thereto.
</TABLE>
Officers are elected by the Board at the first meeting of the Board after
each annual meeting and hold office until their successors have been duly
elected or until their prior death, resignation or removal.
During the fiscal year ended October 31, 1999, the directors held five
regular Board Meetings. Each incumbent director attended at least 75% of all
meetings held. The Company has a Nominating Committee that is comprised of all
of the directors who are not "interested persons" of the Company, as defined
in the 1940 Act ("independent directors"). The Nominating Committee is
responsible for evaluating and recommending prospective candidates to serve as
independent directors. The Company has no separate Audit Committee.
Each director receives an annual fee of $10,000 plus $1,000 for each Board
meeting attended and is reimbursed for expenses incurred as a director. The
Chairman of the Board receives an additional $3,500 per annum for his services
in such capacity. Drinker Biddle & Reath LLP, of which W. Bruce McConnel, III,
Secretary of the Company, is a partner, receives fees from the Company for
legal services.
The following table provides certain information for the fiscal year ended
October 31, 1999 about the fees received by the directors of the Company as
directors and/or officers of the Company.
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL
BENEFITS ESTIMATED COMPENSATION
AGGREGATE ACCRUED AS ANNUAL FROM COMPANY
COMPENSATION PART OF BENEFITS UPON AND FUND COMPLEX*
NAME OF PERSON, POSITION FROM COMPANY FUND EXPENSES RETIREMENT PAID TO DIRECTORS
------------------------ ------------ ------------- ------------- -----------------
<S> <C> <C> <C> <C>
James M. Wade,.......... $18,500 $ 0 $ 0 $18,500
Chairman of the Board
Glen R. Bomberger,...... $15,000(1) $ 0 $ 0 $15,000
Director
Jerry G. Remmel,........ $15,000 $ 0 $ 0 $15,000
Director
Richard K Riederer,..... $15,000 $ 0 $ 0 $15,000
Director
Charles R. Roy,......... $15,000 $ 0 $ 0 $15,000
Director
Bronson J. Haase,....... $15,000 $ 0 $ 0 $15,000
Director
</TABLE>
--------
* The "Fund Complex" includes only the Company. The Company is comprised of
20 separate portfolios.
(1) Includes $15,000 which Mr. Bomberger elected to defer under the Company's
deferred compensation plan.
5
<PAGE>
PROPOSAL 2: RATIFICATION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
A majority of the directors who are not "interested persons" of the Company
have selected PricewaterhouseCoopers LLP as independent accountants for the
Company for the fiscal year ending October 31, 2000. The ratification of the
selection of independent accountants is to be voted on at the Annual Meeting
and it is intended that the persons named in the accompanying Proxy Card(s)
will vote for ratification of the selection of PricewaterhouseCoopers LLP
unless contrary instructions are given. PricewaterhouseCoopers LLP has been
the Company's independent accountants since 1988. PricewaterhouseCoopers LLP
has informed the Company that it has no direct or material indirect financial
interest in the Company. A representative of PricewaterhouseCoopers LLP will
be available by telephone at the Annual Meeting to answer any questions.
PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE COMPANY'S
ARTICLES OF INCORPORATION
The Directors have unanimously approved the adoption of an Amendment to the
Articles of Incorporation (the "Amendment") of the Company (the "Articles"),
which is a Wisconsin corporation. According to the Wisconsin Business
Corporation Law, the Amendment must be approved by a majority of the
outstanding shares of the Company. If shareholders do not approve this
Proposal, the existing Articles will remain in full force and effect.
The Amendment will have the following effects: (1) it will authorize the
issuance of an indefinite number of shares of Common Stock of the Company; (2)
it will divide the Common Stock of the Company into 200 classes, numbered
consecutively 1 through 200; and (3) it will designate classes 1 through 36 as
individual portfolios of the Company and will divide such classes into series.
A copy of the proposed Amendment is attached hereto as Exhibit A. Shareholders
are encouraged to read Exhibit A in its entirety, and the description of the
proposed Amendment in this Proxy Statement is qualified entirely by Exhibit A.
The proposed Amendment will not change the investment objective or policies
of any Fund and will not change the number of shares that any shareholder owns
at the time the proposed Amendment becomes effective, if approved.
BACKGROUND
Currently, the Articles allow the Company to issue 150,000,000,000 shares
of Common Stock, which have been divided into thirty classes. Classes 1
through 21 of the Company's Common Stock have previously been designated as
separate portfolios and divided into series as set forth in the table below:
<TABLE>
<CAPTION>
FUND IN WHICH STOCK NUMBER OF
CLASS-SERIES REPRESENTS INTEREST AUTHORIZED SHARES
------------ ------------------- -----------------
<S> <C> <C>
1-Institutional Money Market 5 billion
1-A 5 billion
2-Institutional Tax-Exempt Money Market 5 billion
2-A 5 billion
3-Institutional U.S. Government Money Market 5 billion
3-A 5 billion
4-Institutional Institutional Money Market 5 billion
4-A 5 billion
5-Institutional U.S. Treasury Money Market 5 billion
5-A 5 billion
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
FUND IN WHICH STOCK NUMBER OF
CLASS-SERIES REPRESENTS INTEREST AUTHORIZED SHARES
------------ ------------------- -----------------
<S> <C> <C>
6-Institutional Special Growth 500 million
6-A 500 million
6-B 500 million
7-Institutional Bond IMMDEX(TM) 500 million
7-A 500 million
7-B 500 million
8-Institutional Equity Index 500 million
8-A 500 million
8-B 500 million
9-Institutional Growth and Income 500 million
9-A 500 million
9-B 500 million
10-Institutional Short-Term Bond Market 500 million
10-A 500 million
10-B 500 million
11-Institutional Balanced Growth 500 million
11-A 500 million
11-B 500 million
12-Institutional Growth 500 million
12-A 500 million
12-B 500 million
13-Institutional Intermediate Bond Market 500 million
13-A 500 million
13-B 500 million
14-Institutional Tax-Exempt Intermediate Bond 500 million
14-A 500 million
14-B 500 million
15-Institutional International Equity 500 million
15-A 500 million
15-B 500 million
16-Institutional MicroCap 50 million
16-A 50 million
16-B 50 million
17-Institutional Balanced Income 100 million
17-A 100 million
17-B 100 million
18-Institutional Emerging Growth 100 million
18-A 100 million
18-B 100 million
19-Institutional Core International Equity 100 million
19-A 100 million
19-B 100 million
20-Institutional MidCap Index 100 million
20-A 100 million
20-B 100 million
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
FUND IN WHICH STOCK NUMBER OF
CLASS-SERIES REPRESENTS INTEREST AUTHORIZED SHARES
------------ ------------------- -----------------
<S> <C> <C>
21-Institutional Small Cap Aggressive Growth 100 million
21-A 100 million
21-B 100 million
</TABLE>
The proposed Amendment will authorize the Company to issue an indefinite
number of shares of Common Stock, which will be divided into two hundred
classes numbered consecutively 1 through 200. Classes 1 through 36 will be
designated and divided into series as set forth in Exhibit A if the proposed
Amendment is approved. The remaining classes will be reserved for future
issuance. Each class may be divided into one or more series by the Company's
Board of Directors without shareholder approval.
The proposed Amendment would potentially affect shareholders in certain
respects. As stated above, the Amendment would permit the Board to authorize
the issuance of an indefinite number of shares of each class and series of
Common Stock. To the extent this authorization results in the issuance of an
increased number of shares of Common Stock, the aggregate potential voting
power of the Company may change with regard to those matters (such as election
of directors) that are voted on by all shareholders together in the aggregate.
Also, an increase in the number of issued and outstanding shares of each Fund
may change the potential voting power of a shareholder with regard to those
matters (such as approval of an investment advisory agreement) that are voted
on by all shareholders of a single Fund. However, a shareholder would continue
to be entitled to one vote for each full share, and a fractional vote for each
fractional share of the Company's Common Stock held by such shareholder.
DIRECTORS' CONSIDERATIONS
In considering approval of this Amendment, the Board of Directors
considered the fact that the changes effected by the Amendment will have both
immediate and long-term benefits for the Company. The immediate benefit is
related to the Reorganizations mentioned above. To complete the proposed
Reorganizations, the Company will need to establish several new portfolios
(new classes of shares) to acquire the assets of certain of the Reorganizing
Funds and will need to issue a substantial number of new shares in many of the
existing Funds. The proposed Amendment will allow the Board to take these
necessary actions.
The long-term benefits of the proposed Amendment are related to the future
growth and expansion of the Company. As the Company grows and attracts new
investors, the Company will need to issue additional shares in existing Funds
as well as provide for the issuance of shares to create new portfolios and
series of portfolios. By adopting the proposed Amendment, the Company will be
able to issue additional shares when necessary without incurring the
additional delays and expenses associated with the need to seek shareholder
approval.
VOTING INFORMATION
General Information. The Company's Board is furnishing this Proxy Statement
in connection with the solicitation of proxies for the Annual Meeting. It is
expected that the solicitation of proxies will be primarily by mail. Officers
and service contractors of the Company may also solicit proxies by telephone
or otherwise. In this connection, the Company has retained D.F. King Co., Inc.
("D.F. King") to assist in the solicitation of proxies for the Annual Meeting.
Shareholders may vote (1) by mail by marking, signing, dating and returning
the enclosed proxy card in the enclosed postage-paid envelope, (2) by touch-
tone voting or (3) by on-line voting. Any shareholder giving a proxy may
revoke it at any time before it is exercised by submitting to the Company a
written notice of revocation or a subsequently executed proxy or by attending
the Annual Meeting and voting in person. As the Annual Meeting date
approaches, certain shareholders may receive a telephone call from a
representative of D.F. King if their votes have not yet been received.
Authorization to permit D.F. King to execute proxies may be obtained by
telephonic or electronically transmitted instructions from shareholders of the
Company. Proxies that are obtained telephonically will be recorded in
accordance with the procedures set forth
8
<PAGE>
below. The Company's directors believe that these procedures are reasonably
designed to ensure that the identity of the shareholder casting the vote is
accurately determined and that the voting instructions of the shareholder are
accurately determined.
In all cases where a telephonic proxy is solicited, the D.F. King
representative is required to ask for each shareholder's full name, address,
social security or employer identification number, title (if the shareholder
is authorized to act on behalf of an entity, such as a corporation), and the
number of shares owned, and to confirm that the shareholder has received the
proxy materials in the mail. If the information solicited agrees with the
information provided to D.F. King, then the D.F. King representative has the
responsibility to explain the process, to read the proposal on the proxy card,
and ask for the shareholder's instructions on each Proposal. The D.F. King
representative, although he or she is permitted to answer questions about the
process, is not permitted to recommend to the shareholder how to vote, other
than to read any recommendation set forth in this Proxy Statement. D.F. King
will record the shareholder's instructions on the card. Within 72 hours, the
shareholder will be sent a letter or mailgram to confirm his or her vote and
asking the shareholder to call D.F. King immediately if his or her
instructions are not correctly reflected in the confirmation.
Any expenses incurred as a result of hiring D.F. King or any other proxy
solicitation agent will be borne by FIRMCO or its affiliates. It is
anticipated that the cost associated with using a proxy solicitation agent
will be approximately $15,000.
Quorum. With respect to each Proposal, a quorum for the transaction of
business at the Annual Meeting is constituted by the presence in person or by
proxy of holders of a majority of the outstanding shares entitled to vote on
such Proposal. In the event that a quorum is not present at the Annual Meeting
or that a quorum is present at the Annual Meeting but sufficient votes to
approve any of the Proposals described in this Proxy Statement are not
received, the persons named as proxies, or their substitutes, may propose one
or more adjournments of the Annual Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a majority
of those shares affected by the adjournment that are represented and voting at
the Annual Meeting in person or by proxy. If a quorum is present, the persons
named as proxies will vote those proxies which they are entitled to vote FOR a
Proposal in favor of such adjournments, and will vote those proxies required
to be voted AGAINST a Proposal against any adjournment. For purposes of
determining the presence of a quorum for transacting business at the Annual
Meeting with respect to each Proposal, abstentions and proxies withholding
authority to vote for the election of directors, but not broker "non-votes"
(i.e., proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owners or other persons entitled to
vote shares on a particular matter with respect to which the brokers or
nominees do not have discretionary power), will be treated as shares that are
present at the Annual Meeting but which have not been voted.
Required Vote. In the election of directors (Proposal 1), the eleven
nominees receiving the highest number of votes cast at the Annual Meeting will
be elected. The withholding of voting authority with respect to the election
of directors means that the shares withheld will not be counted. Approval of
Proposals 2 and 3 requires the affirmative vote of the holders of more than
50% of the shares represented in person or by proxy at the Annual Meeting.
Abstentions and broker "non-votes" will have no effect for purposes of
Proposal 1. Abstentions and broker "non-votes" will have the effect of a vote
against Proposals 2 and 3 for purposes of obtaining the requisite approval of
such Proposal.
Other Shareholder Information. At the Record Date, Firstar Bank, N.A., 425
Walnut Street, Cincinnati, OH 45202 and its affiliates held directly or for
the benefit of its customers more than 5% of the outstanding shares of the
Institutional Class shares of the Funds as follows:
9
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF
AMOUNT OF INSTITUTIONAL CLASS FUND SHARES
FUND SHARES OWNED OWNED OWNED
---- ----------------- ------------------- -------------
<S> <C> <C> <C>
Money Market 28,203,644.090 42.0% 18.4%
Tax-Exempt Money Market 137,583,601.450 95.1% 82.9%
U.S. Government Money
Market 51,858,475.950 98.6% 82.1%
U.S. Treasury Money Market 86,244,365.190 99.9% 65.9%
Institutional Money Market 2,238,390,857.500 82.6% 82.6%
Short-Term Bond 11,568,756.867 93.9% 66.1%
Intermediate Bond Market 36,461,722.622 93.9% 81.8%
Tax-Exempt Intermediate
Bond 7,684,093.744 95.0% 80.8%
Bond IMMDEX(TM) 14,423,968.881 85.2% 71.2%
Balanced Income 6,856,309.892 99.8% 82.6%
Balanced Growth 4,647,538.580 97.8% 72.4%
Growth & Income 9,992,355.921 89.5% 66.0%
Equity Index 6,403,079.188 94.1% 76.1%
MidCap Index 9,591,971.520 97.5% 95.6%
Growth 7,013,503.722 94.5% 80.9%
Special Growth 7,362,496.211 95.3% 75.6%
Emerging Growth 14,256,103.724 93.9% 88.7%
MicroCap 9,356,522.484 93.0% 81.2%
International Equity 2,591,855.800 95.1% 84.7%
Core International Equity 4,206,795.913 100.0% 99.6%
</TABLE>
For purposes of the 1940 Act, any person who owns directly or through one
or more controlled companies more than 25% of the voting securities of a
company is presumed to "control" such company. Accordingly, to the extent that
a shareholder is the beneficial holder of more than 25% of the outstanding
shares of a Fund, or is the holder of record of more than 25% of the
outstanding shares of a Fund and has voting and/or investment power, such
shareholder may be presumed to control the Fund.
The Company has been advised by Firstar Bank, N.A. that with respect to the
shares of the Fund over which Firstar Bank, N.A. and its affiliates have
voting power, such shares may be voted by Firstar Bank, N.A. itself in its
capacity as fiduciary.
ADDITIONAL INFORMATION
Beneficial Ownership of Shares by Directors. The directors of the Company
as a group own beneficially or of record less than 1% of each class of shares
of each Fund.
Investment Advisers. FIRMCO, with principal offices at Firstar Center, 777
East Wisconsin Avenue, Milwaukee, Wisconsin 53202, serves as investment
adviser to each of the Funds. Hansberger Global Investors, Inc., located at
515 East Las Olas Boulevard, Suite 1300, Fort Lauderdale, Florida 33301,
serves as sub-adviser to the International Equity Fund. Glenmede Advisers,
Inc. ("Glenmede"), with offices at One Liberty Place, 1650 Market Street,
Suite 1200, Philadelphia, Pennsylvania 19103, currently serves as sub-adviser
to the Core International Equity Fund. As described in a separate proxy
statement mailed to the shareholders of the Core International Equity Fund, it
is proposed that Clay Finlay, Inc. be appointed to replace Glenmede as the
Fund's sub-adviser. Clay Finlay, Inc. is located at 200 Park Avenue, 56th
Floor, New York, New York 10166.
Distributor and Administrator. Quasar Distributors, LLC, with principal
offices at 615 East Michigan Street, Milwaukee, Wisconsin 53202, serves as the
distributor of the Company's shares. Firstar Mutual Fund Services, LLC, with
principal offices at 615 East Michigan Street, Milwaukee, Wisconsin 53202,
serves as the administrator of the Company.
10
<PAGE>
Principal Office. The principal office of the Company is 615 East Michigan
Street, Milwaukee, Wisconsin 53202.
Shareholder Meetings. The Company's Board of Directors has adopted a By-Law
in accordance with the Wisconsin Business Corporation Law that requires the
Company to hold an annual shareholder meeting for the election of directors
and other business only in a year in which certain specified items are
required to be acted upon by shareholders under the 1940 Act. Under certain
circumstances, however, shareholders have the right to call a meeting of
shareholders to consider the removal of one or more directors or other
business. To the extent required by law, the Company will assist in
shareholder communications in such matters. Shareholders wishing to submit
proposals for inclusion in the proxy statement for a subsequent shareholder
meeting should send their written proposals to the Company at its principal
office.
Other Matters. No business other than the matters described above is
expected to come before the Annual Meeting, but should any other matter
requiring a vote of shareholders arise, including any question as to an
adjournment of the Annual Meeting, the persons named in the enclosed proxy
card will vote thereon according to their best judgment in the interests of
the Company.
DATED: SEPTEMBER 29, 2000
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE ANNUAL MEETING AND WHO
WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED
PROXY CARD(S) AND RETURN IT/THEM IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE
YOUR PROXY(IES) BY A TOLL-FREE PHONE CALL OR BY VOTING ON-LINE AS DESCRIBED ON
THE ENCLOSED PROXY CARD(S). NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, COPIES OF THE COMPANY'S ANNUAL
REPORT TO SHAREHOLDERS DATED OCTOBER 31, 1999 AND SEMI-ANNUAL REPORT TO
SHAREHOLDERS DATED APRIL 30, 2000 ("SHAREHOLDER REPORTS") TO ANY SHAREHOLDER
UPON REQUEST. THE SHAREHOLDER REPORTS MAY BE OBTAINED FROM THE COMPANY BY
WRITING TO THE COMPANY AT 615 EAST MICHIGAN STREET, MILWAUKEE, WISCONSIN 53202
OR BY CALLING (800) 677-FUND OR (414) 287-3808. SHAREHOLDER REPORTS ARE NOT TO
BE REGARDED AS PROXY SOLICITING MATERIAL.
11
<PAGE>
EXHIBIT A
PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION
Subject to the requisite shareholder approval at the Annual Meeting,
Article V of the Company's Articles of Incorporation will be amended and
restated in its entirety as follows:
The Corporation shall have the authority to issue an indefinite number of
shares of Common Stock with a par value of $.0001 per share. The Common Stock
is divided into 200 classes, numbered consecutively from 1 through 200. Each
class and each series of a class shall have an indefinite number of authorized
shares. Subject to the following paragraph, classes 1 through 36 are
designated and divided into series as follows:
<TABLE>
<CAPTION>
CLASS AND SERIES
----------------
<C> <S>
1 Money Market Fund/Institutional
1 Money Market Fund/A
2 Tax-Exempt Money Market Fund/Institutional
2 Tax-Exempt Money Market Fund/A
3 U.S. Government Money Market Fund/Institutional
3 U.S. Government Money Market Fund/A
4 Institutional Money Market Fund/Institutional
4 Institutional Money Market Fund/A
5 U.S. Treasury Money Market Fund/Institutional
5 U.S. Treasury Money Market Fund/A
6 Special Growth Fund (to be renamed MidCap Core Equity
Fund)/Institutional
6 Special Growth Fund (to be renamed MidCap Core Equity Fund)/A
6 Special Growth Fund (to be renamed MidCap Core Equity Fund)/B
6 Special Growth Fund (to be renamed MidCap Core Equity Fund)/Y
7 Bond IMMDEX(TM) Fund/Institutional
7 Bond IMMDEX(TM) Fund/A
7 Bond IMMDEX(TM) Fund/B
7 Bond IMMDEX(TM) Fund/Y
8 Equity Index Fund/Institutional
8 Equity Index Fund/A
8 Equity Index Fund/B
8 Equity Index Fund/Y
9 Growth and Income Fund/Institutional
9 Growth and Income Fund/A
9 Growth and Income Fund/B
9 Growth and Income Fund/Y
10 Short-Term Bond Market Fund (to be renamed Short-Term Bond
Fund)/Institutional
10 Short-Term Bond Market Fund (to be renamed Short-Term Bond Fund)/A
10 Short-Term Bond Market Fund (to be renamed Short-Term Bond Fund)/B
10 Short-Term Bond Market Fund (to be renamed Short-Term Bond Fund)/Y
11 Balanced Growth Fund/Institutional
11 Balanced Growth Fund/A
11 Balanced Growth Fund/B
11 Balanced Growth Fund/Y
12 Growth Fund (to be renamed Large Cap Core Equity Fund)/Institutional
12 Growth Fund (to be renamed Large Cap Core Equity Fund)/A
12 Growth Fund (to be renamed Large Cap Core Equity Fund)/B
12 Growth Fund (to be renamed Large Cap Core Equity Fund)/Y
13 Intermediate Bond Market Fund (to be renamed Intermediate Bond
Fund)/Institutional
13 Intermediate Bond Market Fund (to be renamed Intermediate Bond Fund)/A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CLASS AND SERIES
----------------
<C> <S>
13 Intermediate Bond Market Fund (to be renamed Intermediate Bond Fund)/B
13 Intermediate Bond Market Fund (to be renamed Intermediate Bond Fund)/Y
14 Tax-Exempt Intermediate Bond Fund/Institutional
14 Tax-Exempt Intermediate Bond Fund/A
14 Tax-Exempt Intermediate Bond Fund/B
14 Tax-Exempt Intermediate Bond Fund/Y
15 International Equity Fund (to be renamed International Value
Fund)/Institutional
15 International Equity Fund (to be renamed International Value Fund)/A
15 International Equity Fund (to be renamed International Value Fund)/B
15 International Equity Fund (to be renamed International Value Fund)/Y
16 MicroCap Fund/Institutional
16 MicroCap Fund/A
16 MicroCap Fund/B
16 MicroCap Fund/Y
17 Balanced Income Fund/Institutional
17 Balanced Income Fund/A
17 Balanced Income Fund/B
17 Balanced Income Fund/Y
18 Emerging Growth Fund (to be renamed Small Cap Core Equity
Fund)/Institutional
18 Emerging Growth Fund (to be renamed Small Cap Core Equity Fund)/A
18 Emerging Growth Fund (to be renamed Small Cap Core Equity Fund)/B
18 Emerging Growth Fund (to be renamed Small Cap Core Equity Fund)/Y
19 Core International Equity Fund (to be renamed International Growth
Fund)/Institutional
19 Core International Equity Fund (to be renamed International Growth
Fund)/A
19 Core International Equity Fund (to be renamed International Growth
Fund)/B
19 Core International Equity Fund (to be renamed International Growth
Fund)/Y
20 MidCap Index Fund/Institutional
20 MidCap Index Fund/A
20 MidCap Index Fund/B
20 MidCap Index Fund/Y
21 Small Cap Aggressive Growth Fund/Institutional
21 Small Cap Aggressive Growth Fund/A
21 Small Cap Aggressive Growth Fund/B
21 Small Cap Aggressive Growth Fund/Y
22 Aggregate Bond Fund/Institutional
22 Aggregate Bond Fund/A
22 Aggregate Bond Fund/B
22 Aggregate Bond Fund/Y
23 U.S. Government Securities Fund/Institutional
23 U.S. Government Securities Fund/A
23 U.S. Government Securities Fund/B
23 U.S. Government Securities Fund/Y
24 National Municipal Bond Fund/Institutional
24 National Municipal Bond Fund/A
24 National Municipal Bond Fund/B
24 National Municipal Bond Fund/Y
25 Select Institutional Money Market Fund/A
26 Conning Money Market Fund/A
27 Ohio Tax-Exempt Money Market Fund/Institutional
27 Ohio Tax-Exempt Money Market Fund/A
28 Missouri Tax-Exempt Bond Fund/Institutional
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
CLASS AND SERIES
----------------
<C> <S>
28 Missouri Tax-Exempt Bond Fund/A
28 Missouri Tax-Exempt Bond Fund/B
28 Missouri Tax-Exempt Bond Fund/Y
29 Strategic Income Fund/Institutional
29 Strategic Income Fund/A
29 Strategic Income Fund/B
29 Strategic Income Fund/Y
30 Equity Income Fund/Institutional
30 Equity Income Fund/A
30 Equity Income Fund/B
30 Equity Income Fund/Y
31 Relative Value Fund/Institutional
31 Relative Value Fund/A
31 Relative Value Fund/B
31 Relative Value Fund/Y
32 Large Cap Growth Fund/Institutional
32 Large Cap Growth Fund/A
32 Large Cap Growth Fund/B
32 Large Cap Growth Fund/Y
33 Science & Technology Fund/Institutional
33 Science & Technology Fund/A
33 Science & Technology Fund/B
33 Science & Technology Fund/Y
34 REIT Fund/Institutional
34 REIT Fund/A
34 REIT Fund/B
34 REIT Fund/Y
35 Small Cap Index Fund/Institutional
35 Small Cap Index Fund/A
35 Small Cap Index Fund/B
35 Small Cap Index Fund/Y
36 Global Equity Fund /Institutional
36 Global Equity Fund /A
36 Global Equity Fund /B
36 Global Equity Fund /Y
</TABLE>
The Board of Directors is authorized to classify or to reclassify (i.e.
into classes and series of classes), from time to time, any unissued shares of
the Corporation by setting, changing, or eliminating the distinguishing
designation and the preferences, limitations, and relative rights, in whole or
in part, to the fullest extent permissible under the Wisconsin Business
Corporation Law. The Board of Directors may also redesignate a class or series
whether or not shares of such class or series are issued and outstanding,
provided that such redesignation does not affect the preferences, limitations,
and relative rights, in whole or in part, of such class or series.
The Board of Directors of the Corporation may authorize the issuance and
sale of any class or series of shares from time to time in such amount and on
such terms and conditions, for such purposes and for such amounts or kind of
consideration as the Board of Directors shall determine, subject to any limits
required by then applicable law. Nothing in this paragraph shall be construed
in any way as limiting the Board of Directors authority to issue the
Corporation's shares in connection with a share dividend under the Wisconsin
Business Corporation Law. The Institutional Series, Series A, Series B and
Series Y described in this Amendment to the Articles of Incorporation and any
series hereinafter created by subsequent amendment are each referred to herein
as a "Series."
3
<PAGE>
Shares of all Classes of Common Stock of the Corporation, and shares of the
Institutional Series, Series A, Series B and Series Y of each Class, whether
now or hereafter created, shall, unless altered or revoked as provided in the
immediately preceding paragraph, have the following preferences, limitations
and relative rights:
(1) Assets Belonging to a Class. Consideration that is received by the
Corporation for the issue or sale of shares of any Class of the
Corporation's Common Stock (a) shall not be commingled with the
consideration that is received by the Corporation for the issue or sale of
shares of any other Class of Common Stock; and (b) together with all assets
in which such consideration is invested and reinvested, income, earnings,
profits and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation thereof, any such funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be, and any
general assets of the Corporation not belonging to a particular Class of
Common Stock of the Corporation which the Board of Directors may, in their
sole discretion, allocate to a Class, shall irrevocably belong to the Class
of the Corporation's Common Stock with respect to which such assets,
payments or funds were received or allocated for all purposes, subject only
to the rights of creditors, and shall be so handled upon the books of
account of the Corporation. Such assets and the income, earnings, profits
and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation thereof, and any assets derived from any
reinvestment of such proceeds in whatever form, are herein referred to as
"assets belonging to" such Class. Shareholders of a Class of Common Stock
of the Corporation shall have no right, title or interest in or to the
assets belonging to any Class of Common Stock with a different numerical
designation. Each Series of a Class of the Corporation's Common Stock shall
share equally, based on relative net asset value or such other basis
prescribed by the Securities and Exchange Commission, with all Series of
such Class in the assets belonging to such Class.
(2) Liabilities Belonging to a Class. The assets belonging to any Class
of the Corporation's Common Stock shall be charged with the direct
liabilities in respect of such Class and shall also be charged with such
Class's proportionate share of the general liabilities of the Corporation
as determined by comparing the assets belonging to such Class with the
aggregate assets of the Corporation, provided that the Board of Directors
may, in their discretion, direct that any one or more general liabilities
of the Corporation be allocated to the respective Classes of its Common
Stock on a different basis. The liabilities so charged to a Class of Common
Stock are herein referred to as "liabilities belonging to" such Class.
Except as provided in the next sentence or otherwise required or permitted
by applicable law or any rule or order of the Securities and Exchange
Commission, each Series of a Class of the Corporation's Common Stock shall
bear a pro rata portion, based on relative net asset value or such other
method prescribed by the Securities and Exchange Commission, of the
"liabilities belonging to" such Class. To the extent permitted by rule or
order of the Securities and Exchange Commission, the Board of Directors may
allocate all or a portion of any expenses, costs, charges and reserves to
any one or more Series of the Corporation's Common Stock as follows:
(a) A Series with respect to which agreements are entered into by or
on behalf of the Corporation pursuant to which institutions agree to
provide distribution, administrative or other services with respect to
beneficial owners of shares of that Series but not with respect to
beneficial owners of shares of other Series of the same Class shall
bear the expenses and liabilities relating to such agreements, as well
as any other expenses directly attributable to such Series which the
Board of Directors determine should be borne solely by such Series; and
(b) A Series shall not be required to bear the expenses and
liabilities relating to any agreement described in clause (a) above
pursuant to which an institution agrees to provide services with
respect to beneficial owners of shares of other Series of the same
Class but not to beneficial owners of shares of that Series, or any
other expenses directly attributable to one or more other Series of
shares which the Board of Directors determine should be borne solely by
such other Series.
(3) Dividends and Distributions. Shares of each Series of a Class of the
Corporation's Common Stock shall be entitled to such dividends and
distributions, in stock or in cash or both, as may be declared from time to
time by the Board of Directors, acting in their sole discretion, with
respect to such Series;
4
<PAGE>
provided, however, that such dividends and distributions shall be paid only
out of the lawfully available "assets belonging to" the Class of which such
Series is part as such phrase is defined in Section (B)(1) of this Article
V.
(4) Liquidation Dividends and Distributions. In the event of the
liquidation or dissolution of the Corporation, the shareholders of each
Series of a Class of the Corporation's Common Stock shall be entitled to
receive, as a Series, out of the assets of the Corporation available for
distribution to shareholders, but other than general assets not belonging
to any particular Class of Common Stock, the excess of the assets belonging
to such Class of Common Stock that are allocated to such Series in
accordance with Section (B)(1) of this Article V over the liabilities
belonging to that Class that are allocated to that Series in accordance
with Section (B)(2) of this Article V, and the assets so distributable to
the shareholders of any particular Series shall be distributed among such
shareholders in proportion to the number of shares of such Series held by
them and recorded on the books of the Corporation. In the event that there
are any general assets not belonging to any particular Class of the
Corporation's Common Stock and available for distribution, the shareholders
of a Class of Common Stock shall be entitled to receive a portion of such
general assets determined by comparing the assets belonging to such Class
with the aggregate assets of the Corporation; the shareholders of each
Series of such Class shall be entitled to receive, as a Series, the portion
of such assets that are allocated such Series in accordance with Section
(B)(1) of this Article V; and the assets so distributable to the
shareholders of any particular Series shall be distributed among such
shareholders in proportion to the number of shares of such Series held by
them and recorded on the books of the Corporation.
(5) Voting Rights. Shareholders of each Class of the Corporation's
Common Stock shall be entitled to one (1) vote for each full share, and a
fractional vote for each fractional share, of such Class then standing in
his or her name on the books of the Corporation. On any matter submitted to
a vote of shareholders, shares of all Classes that are then issued and
outstanding and entitled to vote shall be voted in the aggregate and not by
Class except: (a) as otherwise required by applicable law or permitted by
the Board of Directors, or (b) when the matter, as conclusively determined
by the Board of Directors, affects only the interests of the shareholders
of a particular Class or Classes (in which case only shareholders of the
affected Class or Classes shall be entitled to vote thereon). Each share of
a Series of a Class shall vote together in the aggregate with all other
Shares of the same Class and not by Series on all matters submitted to a
vote of the shareholders of the Class, except that:
(x) on any matter that pertains to the agreements or expenses and
liabilities described in subsection (B)(2)(a) of this Article V (or to
any plan or other document adopted by the Corporation relating to said
agreements, expenses or liabilities) and is submitted to a vote of
shareholders of the Corporation, only the particular Series specified
therein shall be entitled to vote, except that: (i) if said matter
affects shares in the Corporation other than such Series, such other
affected shares in the Corporation shall also be entitled to vote, and
in such case the particular Series of shares so specified shall be
voted in the aggregate together with such other affected shares and not
by individual Series except where otherwise required by law or
permitted by the Board of Directors of the Corporation; and (ii) if
said matter does not affect the particular Series of shares specified
therein, said Series of shares shall not be entitled to vote (except
where required by law or permitted by the Board of Directors) even
though the matter is submitted to a vote of the holders of shares in
the Corporation other than shares of such Series; and
(y) on any matter that pertains to the agreements or expenses and
liabilities described in subsection B(2)(b) of this Article V (or any
plan or other document adopted by the Corporation relating to said
agreements, expenses or liabilities) and is submitted to a vote of
shareholders of the Corporation, the particular Series of shares
specified therein shall not be entitled to vote, except where otherwise
required by law or permitted by the Board of Directors of the
Corporation, and except that if said matter affects such Series of
shares, such Series of shares shall be entitled to vote, and in such
case shall be voted in the aggregate together with all other shares in
the Corporation voting on the matter and not by individual Series
except where otherwise required by law or permitted by the Board of
Directors.
5
<PAGE>
(6) Redemption of Shares. To the extent of the assets of the Corporation
legally available for such redemptions, a shareholder of the Corporation
shall have the right to require the Corporation to redeem his or her full
and fractional shares of any Class of Common Stock out of the assets
belonging to such Class at a redemption price established as provided
below, subject to the right of the Corporation to suspend the right of
redemption of shares or postpone the date of payment of such redemption
price in accordance with the provisions of applicable law. The Board of
Directors shall establish such rules and procedures as they deem
appropriate for the redemption of shares, provided that all redemptions
shall be in accordance with the Investment Company Act of 1940 and the
Wisconsin Business Corporation Law. Without limiting the foregoing, the
Corporation shall, to the extent permitted by applicable law, have the
right at any time to redeem the shares of any Class and Series of Common
Stock owned by any holder thereof: (a) in connection with the termination
of any Class of the Corporation's Common Stock as provided hereunder; (b)
if the value of such shares in the account maintained by the Corporation or
its transfer agent for any Series is less than One Thousand Dollars
($1,000) provided that the Corporation shall provide a shareholder with
written notice at least sixty (60) days prior to effecting such a
redemption of shares as a result of not satisfying such requirement; (c) to
reimburse the Corporation for any loss it has sustained by reason of the
failure of such shareholder to make full payment for shares of the
Corporation's Common Stock purchased by such shareholder; (d) to collect
any charge relating to a transaction effected for the benefit of such
shareholder which is applicable to shares of the Corporation's Common Stock
as provided in the prospectus relating to such shares; or (e) if the net
income with respect to any Class or Series of Common Stock should be
negative or it should otherwise be appropriate to carry out the
Corporation's responsibilities under the Investment Company Act of 1940, in
each case subject to such further terms and conditions as the Board of
Directors may from time to time establish. The redemption price of shares
of any Class or Series of the Corporation's Common Stock shall, except as
otherwise provided in this section, be the net asset value thereof as
determined by the Board of Directors from time to time in accordance with
the provisions of applicable law and these Articles of Incorporation, less
such sales load, redemption fee or other charge, if any, as may be fixed by
the Board of Directors. When the net income of any Class or Series of
Common Stock with respect to which the Board of Directors have, in their
discretion, established a policy of maintaining a constant net asset value
per share is negative or whenever deemed appropriate by the Board of
Directors in order to carry out the Corporation's responsibilities under
the Investment Company Act of 1940, the Corporation may, without payment of
compensation but in consideration of the interests of the Corporation and
the holders of shares of such Class or Series in maintaining a constant net
asset value per share of such Class or Series, redeem pro rata from each
holder of record of such Class or Series on such day, such number of full
and fractional shares of such Class or Series as may be necessary to reduce
the aggregate number of outstanding shares in order to permit the net asset
value thereof to remain constant. Payment of the redemption price, if any,
shall be made in cash by the Corporation at such time and in such manner as
may be determined from time to time by the Board of Directors unless, in
the opinion of the Board of Directors, which shall be conclusive,
conditions exist which make payment wholly in cash unwise or undesirable;
in such event the Corporation may make payment in the assets belonging or
allocable to the Class redemption of which is being sought, the value of
which shall be determined as provided herein. Any shares of a Class of the
Corporation's Common Stock that are redeemed by the Corporation shall be
deemed to be cancelled and returned to the status of authorized but
unissued shares of the particular Class and Series involved and, unless
otherwise determined by the Board of Directors of the Corporation, may be
reissued from time to time in the same manner and to the same extent as
other authorized, unissued shares of the same Class and Series.
(7) Termination of Classes. Without the vote of the shares of any Class
or Series of the Corporation's Common Stock then outstanding (unless
otherwise required by applicable law), the Corporation may, if so
determined by the Board of Directors:
(a) Sell and convey the assets belonging to any Class of Common
Stock to another trust or corporation that is a management investment
company (as defined in the Investment Company Act of 1940) and is
organized under the laws of any jurisdiction within the United States
for consideration
6
<PAGE>
which may include the assumption of all outstanding obligations, taxes
and other liabilities, accrued or contingent, belonging to such Class
and which may include securities issued by such trust or corporation.
Following such sale and conveyance, and after making provision for the
payment of any liabilities belonging to such Class of Common Stock that
are not assumed by the purchaser of the assets belonging to such Class,
the corporation may, at its option, redeem all outstanding shares of
such Class at their net asset value as determined by the Board of
Directors in accordance with the provisions of applicable law and these
Articles of Incorporation, less such redemption fee, sales load or
other charge, if any, as may be fixed by the Board of Directors.
Notwithstanding any other provision of these Articles of Incorporation
to the contrary, the redemption price may be paid in cash or by
distribution of the securities or other consideration received by the
Corporation for the assets belonging to such Class of Common Stock upon
such conditions as the Board of Directors deem, in their sole
discretion, to be appropriate and consistent with applicable law and
these Articles of Incorporation;
(b) Sell and convert the assets belonging to a Class of Common Stock
into money and, after making provision for the payment of all
obligations, taxes and other liabilities, accrued or contingent,
belonging to such Class, the Corporation may, at its option, (i) redeem
all outstanding shares of such Class at their net asset value as
determined by the Board of Directors in accordance with the provisions
of applicable law and these Articles of Incorporation, less such
redemption fee, sales load or other charge, if any, as may be fixed by
the Board of Directors upon such conditions as the Board of Directors
deem, in their sole discretion, to be appropriate and consistent with
applicable law and these Articles of Incorporation; or combine the
assets belonging to such Class following such sale and conversion with
the assets belonging to any one or more other Classes of Common Stock
of the Corporation pursuant to and in accordance with Section (B)(7)(c)
of this Article V; or
(c) Combine the assets belonging to a Class of Common Stock with the
assets belonging to any one or more other Classes of Common Stock of
the Corporation if the Board of Directors reasonably determines that
such combination will not have a material adverse effect on the
shareholders of any Class of Common Stock of the Corporation
participating in such combination. In connection with any such
combination of assets, the shares of any Class of Common Stock (and any
Series therein) then outstanding may, if so determined by the Board of
Directors, be converted into shares of any other Class or Classes of
Common Stock of the Corporation (and any Series therein) with respect
to which conversion is permitted by applicable law, or may be redeemed,
at the option of the Corporation, at their net asset value as
determined by the Board of Directors in accordance with the provisions
of applicable law and these Articles of Incorporation, less such
redemption fee, sales load or other charge, or conversion cost, if any,
as may be fixed by the Board of Directors upon such conditions as the
Board of Directors deem, in their sole discretion, to be appropriate
and consistent with applicable law and these Articles of Incorporation.
Notwithstanding any other provision of these Articles of Incorporation
to the contrary, any redemption price, or part thereof, paid pursuant
to this Section (B)(7)(c) may be paid in shares of one or more other
Class or Classes of Common Stock of the Corporation (and any one or
more Series thereof) participating in such combination.
(8) Conversion Rights. The Board of Directors shall have the authority
to provide from time to time that the holders of shares of any Series of
any Class of the Corporation's Common Stock shall have the right to convert
or exchange said shares for or into shares of one or more other Series of
the same or another Class in accordance with such requirements and
procedures as may be established from time to time by the Board of
Directors.
(9) No Preemptive Rights. No holder of shares of any Class or Series of
the Corporation's Common Stock shall, as such holder, have any preemptive
or other right to purchase, subscribe for or otherwise acquire any shares
of any Class of Common Stock of the Corporation, or any Series thereof, or
any securities of the Corporation convertible into such shares or carrying
a right to subscribe to or acquire such shares (whether such shares or
securities are now or hereafter authorized or are acquired by the
Corporation after the issuance thereof), other than such right, if any, as
the Board of Directors, in their discretion, may determine.
7
<PAGE>
<TABLE>
FIRSTAR FUNDS, INC. VOTE THIS PROXY CARD TODAY
615 EAST MICHIGAN STREET
MILWAUKEE, WISCONSIN 53201-3011 FIRSTAR FUNDS, INC.
615 EAST MICHIGAN STREET
MILWAUKEE, WISCONSIN 53201-3011
ANNUAL MEETING OF SHAREHOLDERS
<S> <C>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
FIRSTAR FUNDS, INC. (THE "COMPANY") FOR USE AT AN ANNUAL
MEETING OF SHAREHOLDERS OF EACH FUND LISTED ON PAGE 1 OF
THE ACCOMPANYING PROXY STATEMENT TO BE HELD ON NOVEMBER
8, 2000 AT 11:00 A.M. (EASTERN TIME) AT THE OFFICES OF
THE COMPANY'S LEGAL COUNSEL, DRINKER BIDDLE & REATH LLP,
ONE LOGAN SQUARE, 18/TH/ AND CHERRY STREETS,
PHILADELPHIA, PENNSYLVANIA 19103.
The undersigned hereby appoints W. Bruce McConnell III,
Joan Ohlbaum Swirsky, Kathryn R. Williams, Laura Rauman,
Jeffrey Squires and Doug Hess and each of them, with
full power of substitution, as proxies of the
undersigned to vote at the above-referenced Annual
Meeting of Shareholders, and at all adjournments
thereof, all shares of common stock of a Fund held of
record by the undersigned on the record date for the
Annual Meeting, upon the following matters, and at
TO VOTE BY TELEPHONE their discretion upon any other matter which may
properly come before the Annual Meeting.
1) Read the Proxy Statement and have the Proxy card below at hand. THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT
2) Call 1-800-690-6903 TO THE ACTION TO BE TAKEN ON THE FOLLOWING PROPOSALS. IN
3) Enter the 12-digit control number set forth on the Proxy card and THE ABSENCE OF ANY SPECIFICATION, THIS PROXY WILL BE
follow the simple instructions. VOTED "FOR" EACH OF THE PROPOSALS.
</TABLE>
TO VOTE BY INTERNET
1) Read the Proxy Statement and have the Proxy card below at hand.
2) Go to Website www.proxyvote.com
3) Enter the 12-digit control number set forth on the Proxy card and
follow the simple instructions.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
<TABLE>
<CAPTION>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: FIRST3 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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FIRSTAR FUNDS, INC.
<S> <C> <C> <C> <C> <C>
Vote On Directors
1. Election of Directors
01) Glen R. Bomberger 07) Richard K. Riederer For Withhold For All To withhold authority
02) Bronson J. Haase 08) James M. Wade All All Except to vote, mark "For
03) Dawn M. Hornback 09) Jerry V. Woodham All Except" and write
04) Joseph J. Hunt 10) Marian Zentmyer [_] [_] [_] the nominee's number
05) Bruce Laning 11) William H. Zimmer III on the line below.
06) Jerry G. Remmel _____________________
Vote on Proposals For Against Abstain
2. To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent accountants for [_] [_] [_]
its fiscal year ending October 31, 2000.
3. To approve an Ammendment to the Articles of Incorporation authorizing the Company to issue an [_] [_] [_]
indefinite number of shares divided into two hundred classes.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF THE
COMPANY AND THE PROXY STATEMENT DATED SEPTEMBER 29, 2000
Please sign below exactly as name(s) appear(s) hereon. Corporate or partnership proxies should be signed in full corporate or
partnership name by an authorized officer. Each joint owner should sign personally. When signing as a fiduciary, please give full
title as such.
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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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</TABLE>
