<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:
[X] Preliminary Proxy Statement [_] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material 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 22, 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, 18/th/ 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 in the enclosed proxy voting materials. 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 in the enclosed proxy voting materials. 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.
<PAGE>
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 IN THE ENCLOSED MATERIALS.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR EACH OF THE PROPOSALS DESCRIBED IN THE PROXY STATEMENT.
Sincerely,
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 22, 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, 18/th/ 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
<PAGE>
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 MAY RETURN PROXIES BY: (1) TOUCH-TONE TELEPHONE VOTING
OR, (2) VOTING ON-LINE. 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.
W. Bruce McConnel, III
Secretary
-2-
<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, 18/th/ and Cherry
Streets, Philadelphia, Pennsylvania 19103. This Proxy Statement and
accompanying proxy card(s) will first be mailed on or about September 22, 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 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").
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:
SHARES OUTSTANDING AND
FUND ENTITLED TO VOTE
---- ----------------
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
<PAGE>
Shares Outstanding and
Fund Entitled to Vote
---- ----------------
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
International Equity Fund
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
<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.
SEE PROPOSAL 1 (P. __)
2. To ratify the selection of Each Fund of the Company. All shareholders
PricewaterhouseCoopers LLP as the of each Fund of the Company will vote
Company's independent accountants together.
for its fiscal year ending October
31, 2000.
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
PROPOSAL SHAREHOLDERS SOLICITED
-------- ----------------------
<S> <C>
3. To approve an Amendment to the Each Fund of the Company. All shareholders
Articles of Incorporation authorizing of each Fund of the Company will vote
the Company to issue an indefinite together.
number of shares divided into two
hundred classes of shares.
SEE PROPOSAL 3 (P. __)
</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 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 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.
-3-
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION
NAME SINCE AGE DURING PAST 5 YEARS
---- ----- --- -------------------
<S> <C> <C> <C>
Glen R. Bomberger March 62 Executive Vice-President, Chief Financial
1988 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 56 President and CEO of Wisconsin Gas
1998 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
1998-1993; 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 40 President and CEO, FIRMCO since 2000;
2000 Director, FIRMCO since 2000; Senior
Vice-President, FIRMCO, 1999-2000;
Vice-President, FIRMCO, 1994-1999.
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION
NAME SINCE AGE DURING PAST 5 YEARS
---- ----- --- -------------------
<S> <C> <C> <C>
Jerry G. Remmel March 68 Vice President, Treasurer and Chief
16650A Lake Circle 1988 Financial Officer of Wisconsin Energy
Brookfield, WI 53005 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.
Richard K. Riederer March 56 President and Chief Executive Officer of
1988 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 56 Vice President and Chief Financial Officer
1988 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.
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION
NAME SINCE AGE DURING PAST 5 YEARS
---- ----- --- -------------------
<S> <C> <C> <C>
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 since 19__; 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.
Mr. Haase formerly served as a director of FIRMCO.
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:
<TABLE>
<CAPTION>
POSITION HELD
WITH THE PRINCIPAL OCCUPATIONS DURING
NAME/AGE COMPANY/SINCE PAST 5 YEARS AND OTHER AFFILIATIONS
-------- ------------- -----------------------------------
<S> <C> <C>
W. Bruce McConnel, III Secretary/ Partner of the law firm of Drinker Biddle &
One Logan Square 1988 Reath LLP.
18/th/ & Cherry Streets
Philadelphia, PA 19103
Age: 57
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
POSITION HELD
WITH THE PRINCIPAL OCCUPATIONS DURING
NAME/AGE COMPANY/SINCE PAST 5 YEARS AND OTHER AFFILIATIONS
-------- ------------- -----------------------------------
<S> <C> <C>
Laura J. Rauman Senior Vice Vice President of Operations, FIRMCO since
777 E. Wisconsin Avenue, President/ 1995; Senior Auditor, Price Waterhouse,
Suite 800 1998 LLP, prior thereto.
Milwaukee, WI 53202
Age: 31
Joseph C. Neuberger Assistant Treasurer/ Senior Vice President, Firstar Mutual Fund
615 E. Michigan Street 1998 Services, LLC since 1994; Manager, Arthur
Milwaukee, WI 53202 Andersen LLP, prior thereto.
Age: 38
</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.
-7-
<PAGE>
<TABLE>
<CAPTION>
=======================================================================================================
PENSION OR TOTAL
RETIREMENT COMPENSATION
BENEFITS FROM
AGGREGATE ACCRUED AS ESTIMATED COMPANY AND FUND
COMPENSATION PART OF ANNUAL COMPLEX*
NAME OF PERSON, FROM FUND BENEFITS UPON PAID TO
POSITION COMPANY EXPENSES RETIREMENT 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. Remmer, $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.
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 is not
expected to be present at the Annual Meeting.
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
-8-
<PAGE>
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>
NUMBER OF
---------
CLASS-SERIES FUND IN WHICH STOCK 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
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
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
---------
CLASS-SERIES FUND IN WHICH STOCK REPRESENTS INTEREST AUTHORIZED SHARES
------------ --------------------------------------- -----------------
<S> <C> <C>
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
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
---------
CLASS-SERIES FUND IN WHICH STOCK REPRESENTS INTEREST AUTHORIZED SHARES
------------ --------------------------------------- -----------------
<S> <C> <C>
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
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.
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<PAGE>
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 ADP Proxy Services
("ADP") 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 ADP if their
votes have not yet been received. Authorization to permit ADP 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 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 ADP 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 ADP,
then the ADP 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 ADP 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. ADP 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 ADP immediately if his or her
instructions are not correctly reflected in the confirmation.
Any expenses incurred as a result of hiring ADP 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 $________________.
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<PAGE>
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
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 the name, address and
share ownership of each person who may have possessed sole or shared voting or
investment power with respect to more than 5% of the outstanding shares of the
Funds' respective share series were as follows:
Series and Amount Percentage
of of Series Percentage of Fund
Name and Address Shares Owned Owned Shares Owned
---------------- ------------ ----- ------------
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 identified above as the
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<PAGE>
beneficial holder of more than 25% of the outstanding shares of the Fund, or is
identified as the holder of record of more than 25% of the outstanding shares of
the 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 following table sets forth
certain information as of the Record Date about the beneficial ownership of
shares of the Funds by directors of the Company:
AMOUNT AND
NAME OF OF BENEFICIAL
FUND/CLASS BENEFICIAL OWNER OWNERSHIP PERCENT OF CLASS
---------- ---------------- ----------------------- ----------------
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. The Glenmede Trust Company
("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, 56/th/ 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.
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
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<PAGE>
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 22, 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. 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.
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<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:
CLASS and SERIES
----------------
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 Fund/Institutional
7 Bond IMMDEX Fund/A
7 Bond IMMDEX Fund/B
7 Bond IMMDEX 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
<PAGE>
CLASS and SERIES
----------------
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
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
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<PAGE>
CLASS and SERIES
----------------
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/Institutional (to be renamed
Small Cap Core Equity Fund)
18 Emerging Growth Fund/A (to be renamed Small Cap
Core Equity Fund)
18 Emerging Growth Fund/B (to be renamed Small Cap
Core Equity Fund)
18 Emerging Growth Fund/Y (to be renamed Small Cap
Core Equity Fund)
19 Core International Equity Fund/Institutional (to
be renamed International Growth Fund)
19 Core International Equity Fund/A (to be renamed
International Growth Fund)
19 Core International Equity Fund/B (to be renamed
International Growth Fund)
19 Core International Equity Fund/Y (to be renamed
International Growth Fund)
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 Income Fund/Institutional
23 U.S. Government Income Fund/A
23 U.S. Government Income Fund/B
23 U.S. Government Income 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
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<PAGE>
CLASS and SERIES
----------------
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
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
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,
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<PAGE>
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."
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
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<PAGE>
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; 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
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<PAGE>
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.
(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
-7-
<PAGE>
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.
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<PAGE>
(7) Termination of Classes. Without the vote of the shares of any
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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 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
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<PAGE>
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.
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<PAGE>
VOTE THIS PROXY CARD TODAY
FIRSTAR FUNDS, INC.
615 EAST MICHIGAN STREET
MILWAUKEE, WISCONSIN 53201-3011
ANNUAL MEETING OF SHAREHOLDERS
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 McConnel 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
their discretion upon any other matter which may properly come before the Annual
Meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED "FOR" EACH OF THE PROPOSALS.
1. Election of Directors
[_] FOR all nominees listed below (except [_] WITHHOLD AUTHORITY to vote
as marked to the contrary below). for all nominees listed
below.
INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through his or her name in the list below:
Glen R. Bomberger Richard K. Riederer
Bronson J. Haase James M. Wade
Dawn M. Hornback Jerry V. Woodham
Joseph J. Hunt Marian Zentmyer
Bruce Laning William H. Zimmer, III
Jerry G. Remmel
<PAGE>
<TABLE>
<S> <C> <C> <C>
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 Amendment to the Articles of Incorporation authorizing the
Company to issue an indefinite number of shares divided into two hundred [_] [_] [_]
classes.
</TABLE>
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS OF THE COMPANY AND THE PROXY STATEMENT DATED SEPTEMBER 22, 2000.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
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Signature(s), (Title(s), if applicable)
Please sign above 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.
DATE:____________________, 2000
