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 Series A Common Stock of any Fund
except the Institutional Money Market Fund 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 Series A 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 Series A Shares*: (i) processing dividend and
distribution payments from us on behalf of Clients; (ii) providing information
periodically to Clients showing their positions in Series A Shares; (iii)
arranging for bank wires; (iv) responding to Client inquiries relating to the
services performed by you; (v) providing subaccounting with respect to Series A
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 you nor any of your officers, employees, or agents are
authorized to make any 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.
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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 Series A 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 1% of the average daily net asset value of the
Series A 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' Series A Shares"), which fee will be computed daily and average
daily and payable monthly. For purposes of determining the fees payable under
this Section 5, the average daily net asset value of the Clients' 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 Share 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 to any Client or Clients. 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 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 Series A 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, 1996, 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 outstanding Series A 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 no "interested person" (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 purposes 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 Agreement where indicated below and promptly return it to
us.
PORTICO FUNDS, INC.
/s/ Xxxx Xxxxx Xxxxxx 6/01/95
By: ______________________ ____________________
(Authorized Officer) Date
Accepted and Agreed to:
KEELEY INVESTMENT CORPORATION
/s/ Xxxx Xxxxxx, Jr.
By: ______________________ ____________________
Authorized Officer Date
