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 (AMENDMENT NO. )
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 pursuant to Rule 14a-12
La Crosse Funds, Inc.
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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LA CROSSE FUNDS
311 Main Street
La Crosse, Wisconsin 54602
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
January 23, 2002
TO OUR SHAREHOLDERS:
An Annual Meeting of Shareholders of La Crosse Funds, Inc. (the "Fund")
will be held at North Central Trust Company, 311 Main Street, La Crosse,
Wisconsin 54602 on Thursday February 28, 2002 at 10:30 a.m. Central Time for the
following purposes:
(1) To vote on a proposal to elect five directors to serve as the
Fund's directors;
(2) To vote on a proposal to ratify the appointment of Arthur
Andersen LLP as the Fund's independent auditors for fiscal
2002; and
(3) To transact such other business as may properly come before
the Annual Meeting (and any adjournment of the meeting), all
in accordance with the accompanying Proxy Statement.
Shareholders of record at the close of business on January 18, 2002 are
entitled to receive notice of and to vote at the Annual Meeting or any
adjournments.
All shareholders are cordially invited to attend the Annual Meeting in
person. HOWEVER, WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN
PERSON, YOU ARE URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND
RETURN IT AS SOON AS POSSIBLE IN THE ENCLOSED ENVELOPE WHICH HAS BEEN PROVIDED
FOR YOUR CONVENIENCE AND WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. The prompt return of proxy cards will ensure a quorum. If you send in
your proxy card and then decide to attend the Annual Meeting to vote your shares
in person, you may still do so. You may revoke your proxy by following the
procedures described in the Proxy Statement.
By order of the Board of Directors,
Steven J. Hulme
President
January 23, 2002
LA CROSSE FUNDS, INC.
311 MAIN STREET
LA CROSSE, WISCONSIN 54602
JANUARY 23, 2002
PROXY STATEMENT
Unless the context requires otherwise, all references to the "Fund",
"we" or "our" refers to La Crosse Funds, Inc. Our fiscal year ends on October
31. In this proxy statement, we refer to fiscal years by reference to the
calendar year in which they end (e.g., the fiscal year ended October 31, 2001 is
referred to as "fiscal 2001").
This Proxy Statement is furnished by the Board of Directors of the Fund
for the solicitation of proxies from the holders of our common stock (the
"Common Stock"), to be voted at the Annual Meeting of Shareholders to be held at
North Central Trust Company, 311 Main Street, La Crosse, Wisconsin 54602 on
Thursday February 28, 2002 at 10:30 a.m. Central Time, and at any adjournment
thereof (the "Annual Meeting"). It is expected that the Notice of Annual Meeting
of Shareholders, this Proxy Statement and the enclosed proxy card will be mailed
to shareholders commencing on or about January 23, 2002.
At the Annual Meeting, our shareholders will vote on a proposal to
elect five directors (four of whom are currently directors of the Fund), to
serve as Fund directors. Our shareholders will also vote on a proposal to ratify
Arthur Andersen LLP as our independent auditors for fiscal 2002. Lastly, our
shareholders may transact such other business as may properly come before the
Annual Meeting (and any adjournment of the meeting).
Shareholders can ensure that their shares are voted at the Annual
Meeting by signing and returning the enclosed proxy card in the envelope
provided. The submission of a signed proxy will not affect a shareholder's right
to attend the Annual Meeting and vote in person. Shareholders who execute
proxies retain the right to revoke them at any time before they are voted by
filing with our Secretary a written revocation or a proxy bearing a later date.
The presence at the Annual Meeting of a shareholder who has signed a proxy does
not itself revoke that proxy unless the shareholder attending the Annual Meeting
files a written notice of revocation of the proxy with our Secretary at any time
prior to the voting of the proxy.
Proxies will be voted as specified by the shareholders. Where specific
choices are not indicated, proxies will be voted FOR the election of each of the
individuals nominated to serve as directors and FOR ratification of the
appointment of our independent auditors. The Board of Directors knows of no
other matters to be presented for shareholder action at the Annual Meeting. If
any other matters properly come before the Annual Meeting, the persons named as
proxies will vote on them in accordance with their best judgment.
The expense of printing and mailing proxy materials, including expenses
involved in forwarding materials to beneficial owners of Common Stock held in
the name of another person, will be paid by the Fund. No solicitation other than
by mail is contemplated, except that officers and representatives of the Fund
and officers and employees of our investment adviser, La Crosse Advisers, L.L.C.
(the "Adviser"), may solicit the return of proxies from certain shareholders by
telephone.
Only shareholders of record at the close of business on January 18,
2002 (the "Record Date") are entitled to receive notice of and to vote the
shares of Common Stock registered in their name at the Annual Meeting. As of the
Record Date, we had outstanding 3,732,232 shares of Common Stock. Each share
of Common Stock entitles its holder to cast one vote on each matter to be voted
upon at the Annual Meeting.
The presence of a quorum is required to transact business at the Annual
Meeting. A quorum occurs if a majority of the outstanding shares of Common Stock
of the Fund are present in person or by proxy at the Annual Meeting. The shares
represented at the Annual Meeting by proxies that are marked "withhold
authority" for the election of directors or "abstain" for the ratification of
our auditors will be counted as shares present for the purpose of determining
whether a quorum is present. Broker non-votes will also be counted as shares
present for purposes of determining a quorum. In the event that a quorum is not
present at the Annual Meeting, or in the event that a quorum is present but
sufficient votes to approve the proposals are not received, the persons named as
proxies may propose one or more adjournments of the Annual Meeting to permit
further solicitation of votes. Any such adjournment will require more votes
cast in favor than against such proposal.
Directors are elected by a plurality of the votes cast by holders of
our Common Stock entitled to vote at a meeting at which a quorum is present. In
other words, nominees receiving the largest number of affirmative votes cast
will be elected as directors. Any shares not voted affirmatively, whether by
abstention, broker non-vote or otherwise will not be counted as affirmative
votes cast for any director.
The ratification of the Fund's independent auditors will be approved if
there are more votes cast favoring the proposal than votes cast opposing the
proposal. Any shares not voted affirmatively, whether by abstention, broker
non-vote or otherwise will not be counted as affirmative votes cast for the
proposal.
The following table sets forth information regarding the beneficial
ownership of the Fund's outstanding shares as of the Record Date by (i) each
director (current or nominated) and executive officer and (ii) all directors
(current or nominated) and executive officers as a group.
Dollar Range of Percent of
Equity Securities Outstanding
Name and Address (1) in the Fund Number of Shares Shares
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Steven J. Hulme (2) $50,001-$100,000 3,089 *
Darwin F. Isaacson $0 0 *
Joseph T. Kastantin $10,001-$50,000 1,222 *
Lois Z. Grubb $0 0 *
John L. Sterling $0 0 *
All directors and executive officers as a
group (5 persons) $50,001-$100,000 4,310 *
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* Less than 1% of the outstanding shares.
(1) The address of each director and officer is 311 Main Street, La Crosse,
WI 54601.
(2) Mr. Hulme is a member of the Adviser.
As of the Record Date, the following persons were the beneficial owners of more
than 5% of the Fund's outstanding shares:
North Central Trust Company(1) 3,721,899 99.72%
311 Main Street
La Crosse, Wisconsin 54602
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(1) North Central Trust Company ("NCTC") is the parent company of the Adviser
and holds such shares as trustee for certain trust funds.
Proposal One: ELECTION OF DIRECTORS
Under Wisconsin corporate law, the Fund is not required to hold annual
meetings of shareholders unless shareholder action is required on certain
matters under the Investment Company Act of 1940, as amended (the "Investment
Company Act"), including the election of directors. Because of changes in Board
membership since the Fund's organization in 1998 and to maintain a Board with a
majority of disinterested (i.e. independent) directors, the Investment Company
Act requires shareholder approval of Fund directors. It is proposed that the
Fund's current directors continue as directors and that Dr. John Sterling serve
as an additional disinterested director of the Fund. Dr. Sterling was proposed
as a disinterested director by the Fund's current disinterested directors: Mr.
John T. Kastantin and Ms. Lois Z. Grubb.
If elected, a director will hold office until the next meeting of
shareholders, if any, called for the purpose of electing directors and until the
election and, if necessary, the qualification of a successor, or until such
director otherwise ceases to be a director as provided in the governing
documents of the Fund. Each director who is deemed an "interested person" of the
Fund, as defined in the Investment Company Act, is indicated by an asterisk.
NOMINEES FOR DIRECTOR
Present Position with the Fund
Name and Age And Business Experience
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Darwin F. Isaacson* Mr. Isaacson is the Treasurer and a director of the Fund and
Age 47 has served as Treasurer of the Fund since October 5, 1998 and as a
director since October 6, 1998. Since 1991, Mr. Isaacson has
been employed by NCTC and currently serves as a Vice President in
the estate and financial planning area. Mr. Isaacson is
an "interested person" of the Fund because he is an officer of
NCTC, the parent company of the Fund's investment adviser.
Steven J. Hulme* Mr. Hulme is the President, Secretary, portfolio manager and
Age 43 a director of the Fund and has served as a President and Secretary
of the Fund since October 6, 1998 and as a director since December
10, 1998. From 1993 to January 1999, Mr. Hulme served as Vice President
and head of NCTC's investment division, during which time
he managed NCTC's collective investment fund and common trust fund.
He is also the President, a director and Member of the Adviser. Mr. Hulme
received his undergraduate degree from the University of Nebraska
and his MBA from the University of Chicago. Mr. Hulme is a
Chartered Financial Analyst. Mr. Hulme is an "interested
person" of the Fund because he is an officer, director and member
of the Adviser.
Joseph T. Kastantin Mr. Kastantin is a director of the Fund. Since 1984, Mr.
Age 55 Kastantin has served as an Assistant Professor at the University of
Wisconsin - La Crosse. From February 1997 until August 1998, he was
employed by KPMG Peat Marwick as a training manager. Mr. Kastantin
has served as a director of the Fund since December 10, 1998.
Lois Z. Grubb Ms. Grubb is a director of the Fund. Since 2000, Ms. Grubb serves as
Age 55 a senior vice-president of Human Resources at Pharmerica, a pharmaceutical
company. From 1998 to 2000, Ms. Grubb was the Vice President of
Gundersen Lutheran Medical Center. From 1996 to 1998, Ms. Grubb was the
Vice President of CAN Insurance Co. From 1985 to 1996, Ms. Grubb served
as the Executive Director, Human Resources at G.D. Searle, a pharmaceutical
company. Ms. Grubb has served as a director of the Fund since March 28, 2000.
John L. Sterling Dr. Sterling is a director nominee. Since 1973, Dr. Sterling
Age 52 has been employed as a staff optometrist and is currently the
section chair of optometry at Gundersen Lutheran Medical Center.
The Board of Directors does not have a formal committee structure. The
Board of Directors held four meetings in fiscal 2001. Each director attended at
least 75% of the meetings of the Board of Directors held during fiscal 2001.
DIRECTOR COMPENSATION
Directors and officers of the Fund who are also officers, directors or
employees of the Adviser do not receive any remuneration from the Fund for
serving as directors or officers of the Fund. Accordingly, neither Mr. Hulme nor
Mr. Isaacson receive any remuneration from the Fund for their services as
directors or officers of the Fund. However, the remaining directors received the
following fees for their services as directors of the Fund during fiscal 2001:
Cash Other Total
Name Compensation (1) Compensation Compensation
- ---- ---------------- ------------ ------------
Joseph T. Kastantin $ 2,000 $ 0 $ 2,000
Lois Z. Grubb $ 2,000 $ 0 $ 2,000
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(1) Each director who is not deemed an "interested person" of the Fund, as
defined in the Investment Company Act, will receive a fee of $500 for
each Board of Directors meeting attended by such person, plus
reimbursement of reasonable expenses incurred for meetings. The Board
held four meetings during fiscal 2001.
PROPOSAL TWO: RATIFICATION OF INDEPENDENT AUDITORS
Subject to ratification by the shareholders at the Annual Meeting, the
Board of Directors has appointed Arthur Andersen LLP, an independent public
accounting firm, to audit the consolidated financial statements of the Fund for
the fiscal year ending October 31, 2002. Representatives of Arthur Andersen LLP
may be present at the Annual Meeting (either in person or by telephone) to make
any statement they may desire and to respond to questions from shareholders.
If the shareholders do not ratify the appointment of Arthur Andersen
LLP, the selection of our independent auditors will be reconsidered by the Board
of Directors.
Audit Fees
The aggregate fees billed for professional services rendered for the
audit of the Fund's annual financial statements for fiscal 2001 were $15,000.
All Other Fees
The aggregate fees billed by Arthur Andersen LLP for other services,
including tax and other compliance-related services for fiscal 2001 were $3,300.
Board Determination of Auditor's Independence
The Board of Directors has considered and determined that Arthur
Andersen LLP's non-audit related services provided to the Fund and the Fund's
affiliates are compatible with maintaining Arthur Andersen LLP's independence as
the Fund's independent public accounting firm.
PROPOSAL THREE: OTHER MATTERS
Although management is not aware of any other matters that may come
before the Annual Meeting, if any such matters should be presented, the persons
named in the accompanying proxy intend to vote such proxy in accordance with
their best judgment.
FUND INFORMATION
The investment adviser for the Fund is La Crosse Advisers, L.L.C., 311
Main Street, La Crosse, Wisconsin 54601.
The distributor for the Fund is Sunstone Distribution Services, LLC,
803 West Michigan Street, Suite A, Milwaukee, Wisconsin 53233.
The administrator for the Fund is Sunstone Financial Group, Inc., 803
West Michigan Street, Suite A, Milwaukee, Wisconsin 53233.
SUBMISSION OF SHAREHOLDER PROPOSALS
A shareholder desiring to submit a proposal intended to be presented at
any meeting of shareholders of the Fund hereafter called should send the
proposal to the Secretary of the Fund at the Fund's principal offices. The mere
submission of a proposal by a shareholder does not guarantee that such proposal
will be included in the proxy statement because certain rules under the Federal
securities laws must be complied with before inclusion of the proposal is
required. Any shareholder proposed business to be brought before the Annual
Meeting of Shareholders for 2003, if any, must be received by us no later than
September 25, 2002.
By Order of the Board of Directors,
Steven J. Hulme
President and Secretary
Proxy Card
LA CROSSE FUNDS, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned appoints Steven J. Hulme and Darwin F. Isaacson, and
each of them, as proxies, each with the power to appoint his substitute, and
authorizes each of them to represent and to vote, as designated below, all
of the shares of common stock of La Crosse Funds, Inc. held of record by the
undersigned on January 18, 2002 at the Annual Meeting of Shareholders of La
Crosse Funds, Inc. to be held on February 28, 2002 or at any adjournment
thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted FOR the election of the nominees as directors and FOR the ratification
of Arthur Andersen LLP as independent auditors for fiscal year 2002.
1. ELECTION OF DIRECTORS:
Steven J. Hulme [ ] FOR all nominees listed
Darwin F. Isaacson
Joseph T. Kastantin to the left (except as
Lois Z. Grubb
John L. Sterling specified below).
Instructions: To withhold authority to vote for any indicated [ ]
nominee, write the number(s) of the nominee(s) in the box provided
to the right.
2. RATIFICATION OF ARTHUR ANDERSEN LLP AS THE FUND'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING OCTOBER 31, 2002.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
No. of Shares ______
Date: _______________________________
Check appropriate box
Indicate changes below: _______________________________
(Signature of Shareholder)
Address Change? [ ]
Name Change? [ ] _______________________________
(Signature of Shareholder -
if held jointly)
Please sign exactly as name appears hereon.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as such.
If a corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Note any address and/or name changes:
_____________________________________
_____________________________________
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