EXHIBIT (13)(C)
PURCHASE AGREEMENT
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Agreement dated as of November 29, 1997 between Portico Funds, Inc., a
Wisconsin corporation (the "Company"), and Firstar Bank Wisconsin ("Firstar"),
acting as Trustee of the Total Return Balanced Fund, a common trust fund
maintained by Firstar (the "Common Fund").
BACKGROUND
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1. The Company is an open-end management investment company
registered under the Investment Company Act of 1940, consisting of eighteen
separate investment portfolios, including the Balanced Income Fund (the
"Portfolio"), advised by Firstar Investment Research & Management Company, LLC.
2. Firstar maintains, in a fiduciary capacity, the Common Fund in
accordance with Section 584 of the Internal Revenue Code of 1996, as amended
(the "Code").
3. Firstar believes that it is in the interests of the accounts that
are invested in the Common Fund (the "Accounts") to transfer their investments
from the Common Fund to the Portfolio. As fiduciary of the Common Fund, Firstar
has, therefore, determined that Firstar (i) will transfer to the Portfolio, on
behalf of the Common Fund, substantially all of the assets of the Common Fund,
consisting of the portfolio securities and cash listed on Exhibit A hereto (the
"Assets") in exchange for shares of beneficial interest ("Shares") of the
Portfolio as hereinafter provided; and (ii) will subsequently distribute, on
behalf of the Common Fund, the Shares received in such exchange to Firstar as
agent for the Accounts in liquidation of their interests in the Common Fund. It
is intended that the transactions will qualify for nonrecognition treatment
pursuant to Section 584(h) of the Code.
4. While it is understood that the Assets to be transferred to the
Portfolio will constitute portfolio securities and cash (including cash
receivables) of the Common Fund, Firstar may retain sufficient income or
principal cash or cash receivables of the Common Fund to: (a) fully off-set any
income or principal cash overdraft existing just prior to the Transfer Time (as
hereinafter defined); (b) cover amounts distributable to the Accounts (and any
participants which may have withdrawn from the Common Fund in advance of the
Transfer Time) as income distributions under the terms of the Common Fund
governing instrument through November 30, 1997; (c) cover amounts payable from
the Common Fund on account of complete or partial withdrawal of participations
from the Common Fund as of November 30, 1997; and (d) settle the purchase of any
of the Assets acquired in a transaction executed, but not settled, at the
Transfer Time. For purposes of the foregoing, any participation of the Common
Fund in the Firstar common trust fund known as the Money Market Fund shall be
deemed to constitute cash or cash receivables, and not a portfolio security.
5. Firstar believes that the foregoing procedure for transferring
the investments of the Accounts in the Common Fund to the Portfolio will be
beneficial to both the Accounts and the Portfolio, and will minimize brokerage
and other costs associated with the transfer of the Assets.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto, intending to be legally bound, agree as
follows:
1. Exchange of Fund Assets for Portfolio Shares. Subject to the
terms and conditions hereof and on the basis of and in reliance upon the
covenants, agreements, and representations and warranties set forth herein, as
of 7:59 A.M. (Eastern Time) on December 1, 1997 (the "Transfer Time") Firstar,
as fiduciary of the Common Fund, shall exchange all of the Assets for Shares of
the Portfolio, at a per Share value of $ 10 and an aggregate net asset value
equal to the aggregate market value of such Assets of the Common Fund determined
in accordance with Section 3 hereof, provided that all of the Assets so
transferred shall constitute permissible investments under the investment
policies and limitations of the Portfolio as set forth in the Company's
registration statement and (except for cash) shall have readily available market
quotations. No brokerage commissions, fees (except for customary transfer fees)
or other remuneration will be paid by the Company or the Common Fund in
connection with the transactions contemplated hereby.
2. Liquidation of the Fund. Immediately following the exchange of
the Common Fund's Assets for Shares of the Portfolio at the Transfer Time (the
"Exchange"), Firstar shall distribute the Shares to the Accounts in complete
liquidation of their respective interests in the Common Fund. The Shares so
distributed from the Common Fund will be allocated to each Account on a pro rata
basis in accordance with its proportionate interest in the Common Fund
immediately before the Exchange.
3. Determination of Market Value. The aggregate market value of the
Assets of the Common Fund shall be any cash plus the sum of the independent
current market price of each security being exchanged hereunder determined as of
the Transfer Time. For purposes of this Agreement, the "current market price"
shall be determined pursuant to paragraph (b) of Rule 17a-7 under the Investment
Company Act of 1940 as interpreted and applied by the staff of the Securities
and Exchange Commission.
Securities may be valued on the basis of prices provided by
independent pricing services when such prices are believed by Firstar to reflect
the fair market value of such securities.
4. Representation of Firstar. Firstar hereby represents and
warrants as follows:
a. Firstar is entering into this Agreement as fiduciary of the
Common Fund. The execution and delivery of this Agreement by Firstar has been
duly authorized by all requisite corporate action and (assuming the due
authorization, execution and delivery hereof by the Company) constitutes the
valid and binding obligation of Firstar, as fiduciary, enforceable in accordance
with its terms.
b. At the time of the transfer of the Assets to the Portfolio,
the Common Fund will have good title to the Assets, free and clear of all
mortgages, security interests, liens, charges, pledges and encumbrances
whatsoever. Upon transfer of the Assets to the Portfolio, the Portfolio will
acquire good title thereto, free and clear of all such mortgages, security
interests, liens, charges, pledges and encumbrances whatsoever.
5. Representations of the Company. The Company hereby represents
and warrants as follows:
a. The Company is entering into this Agreement on behalf of the
Portfolio. The execution and delivery of this Agreement by the Company has been
duly authorized by all requisite action and (assuming the due authorization,
execution and delivery hereof by Firstar) constitutes the valid and binding
obligation of the Company, enforceable in accordance with its terms.
b. The issuance, sale and delivery of shares of the Portfolio
in accordance with the terms of this Agreement have been duly authorized by all
requisite action and such shares, when so issued, sold and delivered against
payment therefor in accordance with the provisions hereof, will be duly and
validly issued, fully paid and nonassessable by the Company, except as provided
in Section 180.0622(b) of the Wisconsin Business Corporation Law, as amended.
c. The Portfolio expects to qualify as a registered investment
company under Section 851 of the Code and will expect to so qualify for the
taxable year that includes the Transfer Time.
6. Conditions of Closing. The obligations of the Company and
Firstar hereunder shall be subject to the conditions precedent that immediately
before the Exchange, the Common Fund shall meet the diversification requirements
set forth in Section 584(h)(4) of the Code.
7. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers designated below as of the day,
month and year first above written.
PORTICO FUNDS, INC
By:/s/ Xxxxxx X. Xxxxxx
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FIRSTAR BANK WISCONSIN, as Trustee of the Total
Return Balanced Fund
By:/s/ Xxx Xxxxxxx
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Exhibit A
to Agreement between
Portico Funds, Inc. and
Firstar Bank Wisconsin
Dated as of November 29, 1997
The following is a list of Assets for transfer to the Balanced Income
Fund of Portico Funds, Inc. from the Total Return Balanced Fund maintained by
Firstar Bank Wisconsin:
SECURITIES
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CUSIP NO. DESCRIPTION PAR VALUE/NO. SHARES
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00000X000 A M B PROPERTY CORP 1,100
053611109 XXXXX XXXXXXXX CORP 6,500
054303102 AVON PRODUCTS INC 2,100
064057102 BANK NEW YORK INC 6,100
071813109 XXXXXX INTERNATIONAL INC 2,700
072012107 BAY APARTMENT COMMUNITIES INC 4,100
081437105 XXXXX CO INC 4,200
087779104 XXXX LABORATORIES INC 4,200
N/C BETZDEARBORN INC
101121101 BOSTON PPTYS INC 1,900
00000X000 CCA PRISON REALTY TRUST 3,200
126650100 CVS CORP 3,400
233188200 DECS TRUST II 3,800
253651103 DIEBOLD INCORPORATED 7,425
260003108 DOVER CORPORATION 3,050
263534109 DU PONT EI DE NEMOURS & CO 2,000
278865100 ECOLAB INC 3,400
293561106 ENRON CORP 3,300
294429105 EQUIFAX INC 7,500
CUSIP NO. DESCRIPTION PAR VALUE/NO. SHARES
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313586109 XXXXXX MAE 3,200
00000XXX0 FEDERATED DEPT STORES $200,000
NTS CONV 5.000 10/01/03
364760108 GAP INC 10,700
375766102 XXXXXXXX CO 800
384802104 XXXXXXXX X X INC 2,400
415864107 HARSCO CORP 2,400
428236103 HEWLETT-PACKARD CO 2,500
441560109 HOUGHTON MIFFLIN CO 3,400
441815107 HOUSEHOLD INTERNATIONAL INC 2,800
451841100 ILLINOIS CENTRAL CORP SERIES A 3,750
460690100 INTERPUBLIC GROUP OF COMPANIES 7,700
478160104 XXXXXXX & XXXXXXX 2,900
478366107 XXXXXXX CONTROLS INC 3,400
488152208 XXXXX SERVICES INC CL A 1,800
494368103 XXXXXXXX XXXXX CORP 2,200
00000X000 XXXXXXX INC 11,100
518439104 XXXXX XXXXXX COS CL A 3,200
539320101 LIZ CLAIBORNE INC 2,900
549463107 LUCENT TECHNOLOGIES INC 2,875
00000X000 MBIA INC 1,800
580645109 MCGRAW HILL COS INC 3,400
581557105 MCKESSON CORP NEW 4,200
585509102 MELLON BANK CORP 3,100
590188793 XXXXXXX XXXXX "MTG" (STRYPES) 4,500
6.50% CONV PFD
CUSIP NO. DESCRIPTION PAR VALUE/NO. SHARES
--------- -------------------- --------------------
594918203 MICROSOFT CORP 1,600
$2.196 SER A PFD CONV
607059102 MOBIL CORP 3,700
611662107 MONSANTO CO 2,100
629526104 NABISCO HLDGS CORP CL A 1,700
650111107 NEW YORK TIMES CO CL A 4,800
651192106 XXXXXX CO 6,400
665859104 NORTHERN TRUST CORP 4,100
669380107 NORWEST CORP 12,500
717081103 PFIZER INC 6,300
718507106 XXXXXXXX PETROLEUM CO 3,600
00000X000 PRAXAIR INC 3,100
742718109 PROCTER & XXXXXX CO 3,900
743674202 PLC CAP TRUST II 1,600
6.500% CONV PFD
00000X000 RELIASTAR FINL CORP 10,200
00000X000 XXXXXXX XXXXX BARNEY HLDGS INC 2,200
814138103 SECURITY CAP INDUSTRIAL TR 2,283
817565104 SERVICE CORP INTERNATIONAL 5,600
824348106 XXXXXXX XXXXXXXX CO 5,200
832378301 SMITHKLINE XXXXXXX PLC 3,700
ADR REPSTG ORD A
00000XXX0 XXXXX HEALTHCARE CONV $200,000
6.000 12/01/05
00000X000 TIME WARNER FINANCING TR 5,400
PERCS $1.24 SER PFD CONV
894190107 TRAVELERS GROUP INC 2,700
902124106 TYCO INTERNATIONAL LTD 13,300
CUSIP NO. DESCRIPTION PAR VALUE/NO. SHARES
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909420101 UNITED ASSET MANAGEMENT CORP 2,100
000000X00 U S TREASURY NOTE $8,200,000
6.625 07/31/01
920355104 VALSPAR CORP 2,900
932270101 XXXXXXX COMPUTER SERVICES INC 900
934390105 WARNACO GROUP INC CL A 6,300
934488107 XXXXXX XXXXXXX CO 1,500
969457100 XXXXXXXX COMPANIES INC 2,500
984121103 XEROX CORP 5,500
CASH
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$2,773,080.88
