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EXHIBIT 9(f)
Appendix A
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
aforementioned 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
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* Services may be modified or omitted in the particular case and items
renumbered.
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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.
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 $0 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 by 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.
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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 .
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, 1992, 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
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 hereto. 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").
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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.
By:_______________________________ ___________________
(Authorized Officer) Date
Accepted and Agreed to:
XXXXXXXX, XXXXX & XXXXX FUND, INC.
By:_______________________________ ___________________
(Authorized Officer) Date
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PORTICO FUNDS, INC.
DISTRIBUTION AND SERVICE PLAN
This Distribution and Service Plan (the "Plan") has been adopted by the
Board of Directors of Portico Funds, Inc. in conformance with Rule 12b-1 under
the Investment Company Act of 1940 (the "Act").
Section 1. Upon the recommendation of Sunstone Financial Group, Inc.
("Sunstone"), the distributor and administrator of Portico Funds, Inc .
("Portico Funds"), any officer of Portico Funds is authorized to execute and
deliver, in the name and on behalf of Portico Funds, written agreements based
on the form attached hereto as Appendix A or any other form duly approved by
the Board of Directors ("Agreements") with securities dealers, financial
institutions and other industry professionals that are shareholders or dealers
of record or which have a servicing relationship with the beneficial owner, of
Shares of Portico Funds ("Shareholder Organizations"). Pursuant to such
Agreements, Shareholder Organizations shall provide distribution and support
services as set forth therein to their clients who acquire and beneficially own
Shares of any Fund offered by Portico Funds in consideration of a fee, computed
monthly in the manner set forth in the Agreements, at an annual rate of up to
.25% of the average daily net asset value of the Shares beneficially owned by
such clients. First Wisconsin Trust Company and its affiliates are eligible to
become Shareholder Organizations and to receive fees under this Plan.
Section 2. Sunstone shall monitor the arrangements pertaining to Portico
Funds' Agreements with Shareholder Organizations in accordance with the terms
of Sunstone's administration agreement with Portico Funds. Sunstone shall not,
however, be obliged by this Plan to recommend, and Portico Funds shall not be
obliged to execute, any Agreement with any qualifying Shareholder Organization.
Section 3. So long as this Plan is in effect, Sunstone shall provide to
Portico Funds' Board of Directors, and the Directors shall review, at least
quarterly, a written report of the amounts expended pursuant to this Plan and
the purposes for which such expenditures were made.
Section 4. This Plan shall become effective immediately with respect
teach particular Fund upon the approval of the Plan (and the form of Agreement
attached hereto) by (a) a majority of the Board of Directors, including a
majority of the Directors who are not "interested persons," as defined in the
Act, of Portico Funds and have no direct or indirect financial interest in the
operation of this Plan or any Agreement related to this Plan (the
"Disinterested Directors"), pursuant to a vote cast in person at a meeting
called for the purpose of voting on the approval of this Plan (and form of
Agreement), and (b) a majority (as defined in the Act) of the outstanding
Shares of such Fund.
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Section 5. Unless sooner terminated, this Plan shall continue until
February 28, 1991 and thereafter shall continue automatically for successive
annual periods, provided such continuance is approved at least annually in the
manner set forth in Section 4(a).
Section 6. This Plan may be amended at any time with respect to any Fund
by the Board of Directors, provided that (a) any amendment to increase
materially the costs (whether for distribution or any other purpose) which such
Fund may bear pursuant to this Plan shall be effective only upon the favorable
vote of a majority (as defined in the Act) of the outstanding Shares of such
Fund, and (b) any material amendment of the terms of this Plan shall become
effective only upon the approvals set forth in Section 4(a).
Section 7. This Plan is terminable at any time with respect to any Fund
by (a) vote of a majority of the Disinterested Directors, or (b) vote of a
majority (as defined in the Act) of the Shares of such Fund.
Section 8. While this Plan is in effect, the selection and nomination of
those Directors who are not "interested persons" (as defined in the Act) of
Portico Funds shall be committed to the discretion of such non-interested
Directors.
Section 9. All expenses incurred by Portico Funds with respect to the
Shares of a particular Fund in connection with Agreements and the
implementation of this Plan shall be borne entirely by such Fund.
Section 10. This Plan was originally adopted by Portico Funds as of
February 25, 1988, and last readopted as of February 15, 1991.