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EXHIBIT 9(g)
SERVICING AGREEMENT
XXXXXXXX XXXXX FUNDS
Gentlemen:
We wish to enter into this Servicing Agreement with you concerning the
provision of support services to your shareholders ("Shareholders") who may from
time to time beneficially own shares of the Series A Common Stock of the Portico
Money Market Fund.
The terms and conditions of this Servicing Agreement are as follows:
Section 1. You agree to provide, either directly or through your
agents, including your transfer agent, the following support services to
Shareholders who may from time to time beneficially own Series A Shares:(1) (i)
processing dividend and distribution payments from us on behalf of Shareholders;
(ii) providing information periodically to Shareholders showing their positions
in Series A Shares; (iii) arranging for bank wires; (iv) responding to
Shareholder inquiries relating to the services performed by you; (v) providing
subaccounting with respect to Series A Shares beneficially owned by Shareholders
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 semi-annual financial statements and dividend, distribution
and tax notices) to Shareholders; (vii) processing exchange and redemption
requests from Shareholders and placing net exchange and redemption orders with
our service contractors; (viii) assisting Shareholders in changing dividend
options, account designations and addresses; (ix) developing, monitoring and
providing ongoing consulting services regarding expedited purchase, redemption
and exchange programs (the "Program") relating to the purchase of Series A
Shares by Shareholders who also own shares of other unaffiliated investment
companies; (x) reviewing the description of the Program in the materials
prepared by us and such other investment companies for distribution to
Shareholders; (xi) responding to telephone inquiries from Shareholders regarding
the Programs and their investment in Series A Shares; (xii) acting as a liaison
between Shareholders and us, including assistance in correcting errors and
resolving problems; (xiii) providing such statistical and other information as
we may reasonably request or may be necessary for us to comply with applicable
federal and state laws; and (xiv) 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 beneficially in order to
provide the aforementioned services and assistance to Shareholders.
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(1)Services may be modified or omitted in the particular case and items
renumbered.
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Section 3. Neither you nor any of your officers, employees or
agents are authorized to make an representations concerning us or the Series A
Shares except those contained in our then current prospectuses and statements of
additional information for Series A 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.
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 Series A Shares (or orders relating to
the same) by or on behalf of Shareholders. 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 1% of the average daily net
asset value of the Series A Shares beneficially owned by your Shareholders (the
"Shareholders' Series A 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 Shareholders' Series A 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 Series A 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 Series A Shares, including
the sale of Series A Shares to you for the account of any Shareholder or
Shareholders. All fees payable by Portico Funds under this Agreement with
respect to the Series A Shares of a particular Fund shall be borne by, and be
payable entirely out of the assets allocable to, said Series A Shares; and no
other Fund or series of Shares 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 provision to Shareholders 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 person without your consent.
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Section 8. By your written acceptance of this Agreement, you
represent, warrant and agree that the services provided by you under this
Agreement will in no event be primarily intended to result in the sale of Series
A Shares.
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, 1998, and
thereafter will continue automatically for successive annual periods provided
such continuance is specifically approved at least annually by us in the manner
described in Section 12. This Agreement is terminable with respect to the Series
A 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 you upon notice to the other party hereto. This Agreement will also
terminate automatically in the event of its assignment (as defined in the Act).
Section 10. All notices 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 a 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
Service Plan adopted by us or in any agreement related thereto case 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.
Very truly yours,
PORTICO FUNDS, INC.
By:_____________________________
Date:________________________ (Authorized Officer)
Accepted and Agreed to:
XXXXXXXX XXXXX FUNDS
By:_____________________________
Date:________________________ (Authorized Officer)
