DISTRIBUTION AND SERVICING AGREEMENT
Gentlemen:
We wish to enter into this Distribution and Servicing Agreement ("Agreement")
with you concerning the provision of distribution services (and, to the extent
provided below, support services) to your clients ("Clients") who may from time
to time acquire and beneficially own shares of Common Stock of Portico Money
Market Fund ("Shares") offered by Portico Funds, Inc.
The terms and conditions of this Agreement are as follows:
SECTION 1. You will provide reasonable assistance in connection with the
distribution of Shares to Clients as requested from time to time by our
distributor, which assistance may include forwarding sales literature and
advertising provided by our distributor for Clients. In addition, you agree to
provide the following support services to Clients who may from time to time
acquire and beneficially own Shares*: (i) processing dividend and distribution
payments from us on behalf of Clients; (ii) providing information periodically
to Clients showing their positions in Shares; (iii) arranging for bank wires;
(iv) responding to Client inquiries relating to the services performed by you;
(v) providing subaccounting with respect to Shares beneficially owned by Clients
or the information to us necessary for subaccounting; (vi) if required by law,
forwarding shareholder communications from us (such as proxies, shareholder
reports, annual and semiannual financial statements and dividend, distribution
and tax notices) to Clients; (vii) assisting in processing purchase, exchange
and redemption requests from Clients and in placing such orders with our service
contractors; (viii) assisting Clients in changing dividend options, account
designations and addresses; and (ix) providing such other similar services as we
may reasonably request to the extent you are permitted to do so under applicable
statutes, rules and regulations.
SECTION 2. You will provide such office space and equipment, telephone
facilities and personnel (which may be any part of the space, equipment and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the afore-
mentioned assistance and services to Clients.
SECTION 3. Neither of you nor any of your officers, employees or agents are
authorized to make any representations concerning us or the Shares except those
contained in our then current prospectuses and statements of additional
information for Shares, copies of which will be supplied by us to you, or in
such supplemental literature or advertising as may be authorized by us in
writing.
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* Services may be modified or omitted in the particular case and items
renumbered.
SECTION 4. For all purposes of this Agreement, you will be deemed to be an
independent contractor and will have no authority to act as agent for us in any
matter or in any respect. By your written acceptance of this Agreement, you
agree to and do release, indemnify and hold us harmless from and against any and
all direct or indirect liabilities or losses resulting from requests,
directions, actions or inactions of or by you or your officers, employees or
agents regarding your responsibilities hereunder or the purchase, redemption,
transfer or registration of Shares (or orders relating to the same) by or on
behalf of Clients. You and your employees will, upon request, be available
during normal business hours to consult with us or our designees concerning the
performance of your responsibilities under this Agreement.
SECTION 5. In consideration of the services and facilities provided by you
hereunder, we will pay to you, and you will accept as full payment therefor, a
fee at the annual rate of .20% of the average daily net asset value of the
Shares beneficially owned by your Clients for whom you are the dealer of record
or holder of record or with whom you have a servicing relationship (the
"Clients' Shares"), which fee will be computed daily and payable monthly. For
purposes of determining the fees payable under this Section 5, the average daily
net asset value of the Clients' Shares will be computed in the manner specified
in our Registration Statement (as the same is in effect from time to time) in
connection with the computation of the net asset value of Shares for purposes of
purchases and redemptions. The fee rate stated above may be prospectively
increased or decreased by us, in our sole discretion, at any time upon notice to
you. Further, we may, in our discretion and without notice, suspend or withdraw
the sale of Shares, including the sale of Shares to you for the account of any
Client or Clients. All fees payable to Portico Funds under this Agreement with
respect to the Shares of a particular Fund shall be borne by and be payable
entirely out of the assets allocable to, said Shares; and no other class of
Shares of any other Fund offered by Portico Funds shall be responsible for such
fees.
SECTION 6. Any person authorized to direct the disposition of monies paid or
payable by us pursuant to this Agreement will provide to our Board of Directors,
and our Directors will review, at least quarterly, a written report of the
amounts so expended and the purposes for which such expenditures were made. In
addition, you will furnish us or our designees with such information as we or
they may reasonably request (including, without limitation, periodic
certifications confirming the provisions to Clients of the services described
herein), and will otherwise cooperate with us and our designees (including,
without limitation, any auditors designated by us), in connection with the
preparation of reports to our Board of Directors concerning this Agreement and
the monies paid or payable by us pursuant hereto, as well as any other reports
or filings that may be required by law.
SECTION 7. We may enter into other similar Agreements with any other person or
persons without your consent.
SECTION 8. By your written acceptance of this Agreement, you represent, warrant
and agree that: (i) the compensation payable to you hereunder, together with
any other compensation you receive from Clients for services contemplated by
this Agreement, will not be excessive or unreasonable under the laws and
instruments governing your relationships with Clients; and (ii) you will provide
to Clients a schedule of any fees that you may charge to them relating to the
investment of their assets in Shares. In addition, you understand that this
Agreement has been entered into pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "Act"), and is subject to the provisions of said Rule,
as well as any other applicable rules or regulations promulgated by the
Securities and Exchange Commission.
SECTION 9. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by us or our designee. Unless sooner
terminated, this Agreement will continue until February 28, 1993, and thereafter
will continue automatically for successive annual periods, provided such
continuance is specifically approved at least annually by us in a manner
described in Section 12. This Agreement is terminable with respect to the
Shares of any Fund, without penalty, at any time by us (which termination may be
by a vote of a majority of the Disinterested Directors as defined in Section 12
or by vote of the holders of a majority of the outstanding Shares of such Fund)
or by you upon notice to the other party thereto. This Agreement will also
terminate automatically in the event of its assignment (as defined in the Act).
SECTION 10. All notice and other communications to either you or us will be
duly given if mailed, telegraphed, telexed, or transmitted by similar
telecommunications device to the appropriate address stated herein.
SECTION 11. This Agreement will be construed in accordance with the laws of the
State of Wisconsin.
SECTION 12. This Agreement has been approved by vote of a majority of (i) our
Board of Directors and (ii) those Directors who are not "interested persons" (as
defined in the Investment Company Act of 1940) of us and have no direct or
indirect financial interest in the operation of the Distribution and Service
Plan adopted by us or in any agreement related thereto cast in person at a
meeting called for the purpose of voting on such approval ("Disinterested
Directors").
If you agree to be legally bound by the provisions of this Agreement, please
sign a copy of this letter where indicated below and promptly return it to us,
c/o Sunstone Financial Group, Inc., 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxxx 00000.
Very truly yours,
PORTICO FUNDS, INC.
/s/ Xxx Xxxxxxx 10-20-93
By: ______________________________ __________________
(Authorized Officer) Date
Accepted and Agreed to:
Keeley Asset Management
/s/ Xxxx Xxxxxx, Jr. 10-1-93
By: ______________________________ __________________
(Authorized Officer) Date
