<PAGE> PAGE 1
000 A000000 12/31/95
000 C000000 0000824612
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0
000 J000000 A
001 A000000 PORTICO FUNDS, INC.
001 B000000 811-05380
001 C000000 4142873524
002 A000000 615 E. MICHIGAN STREET
002 B000000 MILWAUKEE
002 C000000 WI
002 D010000 53202
003 000000 Y
004 000000 N
005 000000 N
006 000000 N
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007 C011200 12
007 C011300 13
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007 C021600 MICROCAP FUND
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007 C011900 19
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008 A00AA01 FIRSTAR INVESTMENT RESEARCH AND MANAGEMENT CO
008 B00AA01 A
008 C00AA01 801-028084
008 D01AA01 MILWAUKEE
008 D02AA01 WI
008 D03AA01 53202
010 A00AA01 FIRSTAR TRUST COMPANY
<PAGE> PAGE 2
010 B00AA01 85-00410
010 C01AA01 MILWAUKEE
010 C02AA01 WI
010 C03AA01 53202
010 A00AA02 B.C. ZIEGLER AND COMPANY
010 B00AA02 8-119699
010 C01AA02 WEST BEND
010 C02AA02 WI
010 C03AA02 53095
011 A00AA01 B.C. ZIEGLER AND COMPANY
011 B00AA01 8-119699
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012 A00AA01 FIRSTAR TRUST COMPANY
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012 C01AA01 MILWAUKEE
012 C02AA01 WI
012 C03AA01 53202
013 A00AA01 PRICE WATERHOUSE, LLP
013 B01AA01 MILWAUKEE
013 B02AA01 WI
013 B03AA01 53202
014 A00AA01 ELAN INVESTMENT SERVICES, INC.
014 B00AA01 8-30767
015 A00AA01 FIRSTAR TRUST COMPANY
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015 C01AA01 MILWAUKEE
015 C02AA01 WI
015 C03AA01 53202
015 E01AA01 X
018 00AA00 Y
019 A00AA00 N
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020 A000001 1. INSTINET
020 C000001 17
020 A000002 2. BLAIR WILLIAM & COMPANY
020 C000002 2
020 A000003 3. INVESTMENT TECHNOLOGY GROUP
020 C000003 1
020 A000004 4. COUNTY NATWEST SECURITIES
020 C000004 0
020 A000005 5. CHICAGO CORPORATION
020 C000005 0
020 C000006 0
020 C000007 0
020 C000008 0
020 C000009 0
020 C000010 0
021 000000 20
022 A000001 1. ALLIANCE FUNDS
<PAGE> PAGE 3
022 C000001 6693
022 D000001 5695
022 A000002 2. MONTGOMERY SECURITIES
022 C000002 7080
022 D000002 2753
022 A000003 3. FOUNDER'S FAMILY OF FUNDS
022 C000003 5337
022 D000003 4365
022 A000004 4. ALEX BROWN & SONS, INC.
022 C000004 6372
022 D000004 1383
022 A000005 5. MERRILL LYNCH
022 C000005 4205
022 D000005 1106
022 A000006 6. TROSTER SINGER STEPHENS
022 C000006 2336
022 D000006 2916
022 A000007 7. BABSON FUNDS
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022 D000007 2574
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022 D000008 2398
022 A000009 9. VALUE EQUITIES GROUP
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022 D000009 2391
022 A000010 10. TWENTIETH CENTURY MUTUAL FUNDS
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022 D000010 2319
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023 D000000 46723
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<PAGE> PAGE 4
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<PAGE> PAGE 5
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<PAGE> PAGE 9
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SIGNATURE MARY ELLEN STANEK
TITLE VICE PRESIDENT
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000824612
<NAME> PORTICO MICROCAP FUND - RETAIL
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 44,439
<INVESTMENTS-AT-VALUE> 45,297
<RECEIVABLES> 3,549
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<OTHER-ITEMS-LIABILITIES> 152
<TOTAL-LIABILITIES> 267
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 51,466
<SHARES-COMMON-STOCK> 614
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,069
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 858
<NET-ASSETS> 53,393
<DIVIDEND-INCOME> 2,174
<INTEREST-INCOME> 261
<OTHER-INCOME> 0
<EXPENSES-NET> 261
<NET-INVESTMENT-INCOME> 2,174
<REALIZED-GAINS-CURRENT> 1,985
<APPREC-INCREASE-CURRENT> 858
<NET-CHANGE-FROM-OPS> 5,017
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 321
<DISTRIBUTIONS-OF-GAINS> 66
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 605
<NUMBER-OF-SHARES-REDEEMED> 26
<SHARES-REINVESTED> 35
<NET-CHANGE-IN-ASSETS> 53,393
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<OVERDIST-NET-GAINS-PRIOR> 0
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<PER-SHARE-NAV-END> 11.27
<EXPENSE-RATIO> 2.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000824612
<NAME> PORTICO MICROCAP FUND - INSTITUTIONAL
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> JUN-30-1996
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<PERIOD-END> DEC-31-1995
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<PAID-IN-CAPITAL-COMMON> 51,466
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<REALIZED-GAINS-CURRENT> 1,985
<APPREC-INCREASE-CURRENT> 858
<NET-CHANGE-FROM-OPS> 5,017
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</TABLE>
Exhibit (5)(i)
ADDENDUM NO. 4 TO THE INVESTMENT ADVISORY AGREEMENT
This Addendum, dated as of the 1st day of August, 1995, is
entered into between PORTICO FUNDS, INC. (the "Company"), a
Wisconsin corporation, and Firstar Investment Research and
Management Company (the "Investment Adviser").
WHEREAS, the Company and the Investment Adviser have entered
into an Investment Advisory Agreement dated as of March 27, 1992
(the "Advisory Agreement"), pursuant to which the Company
appointed the Investment Adviser to act as investment adviser to
the Company for its Balanced Fund;
WHEREAS, Section 1(b) of the Advisory Agreement provides
that in the event the Company establishes one or more additional
investment portfolios with respect to which it desires to retain
the Investment Adviser to act as the investment adviser under the
Advisory Agreement, the Company shall so notify the Investment
Adviser in writing, and if the Investment Adviser is willing to
render such services it shall notify the Company in writing, and
the compensation to be paid to the Investment Adviser shall be
that which is agreed to in writing by the Company and the
Investment Adviser; and
WHEREAS, pursuant to Section 1(b) of the Advisory Agreement,
the Company has notified the Investment Adviser that it has
established the MicroCap Fund and that it desires to retain the
Investment Adviser to act as the investment adviser therefor, and
the Investment Adviser has notified the Company that it is
willing to serve as investment adviser for the MicroCap Fund (the
"Fund");
NOW THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Appointment. The Company hereby appoints the
Investment Adviser to act as investment adviser to the Company
for the MicroCap Fund for the period and the terms set forth
herein and in the Advisory Agreement. The Investment Adviser
hereby accepts such appointment and agrees to render the services
set forth herein and in the Advisory Agreement, for the
compensation herein provided.
2. Compensation. For the services provided and the
expenses assumed with respect to the MicroCap Fund pursuant to
the Advisory Agreement and this Addendum, the Company will pay
the Investment Adviser and the Investment Adviser will accept as
full compensation therefor (a) 4/10 of the gross income earned by
the Fund on the loan of its securities (excluding capital gains
and losses if any), plus (b) a fee, computed daily and paid
monthly, at the annual rate of 1.50% of the Fund's average daily
net assets.
3. Miscellaneous. Except to the extent supplemented
hereby, the Advisory Agreement shall remain unchanged and in full
force and effect and is hereby ratified and confirmed in all
respects as supplemented hereby.
IN WITNESS WHEREOF, the undersigned have executed this
Addendum as of the date and year first above written.
PORTICO FUNDS, INC.
By:/s/ Mary Ellen Stanek
Title:Vice President
FIRSTAR INVESTMENT RESEARCH
AND MANAGEMENT COMPANY
By:/s/Dennis Wallestad
Title:Vice President
Exhibit (1)(j)
ARTICLES OF AMENDMENT Stock(for profit)
Kenneth L. Greenberg, Esquire DRINKER BIDDLE & REATH PNB
Building, 11th Floor 1345 Chestnut Street Philadelphia, PA
19107 <- Please indicate where you would like the
acknowledgement copy of the filed document sent. Please include
complete name and mailing address. Your phone number during the
day: (215) 988-1152
INSTRUCTIONS (Ref. sec. 180.1006 Wis. Stats. for document
content)
Submit one original and one exact copy to Secretary of
State, P.O. Box 7846, Madison, Wisconsin, 53707-7846. The
original must include an original manual signature (sec.
180.0120(3)(c), Wis. Stats.)
A. State the name of the corporation (before any changes
effected by this amendment) and the text of the amendment(s).
If an amendment provides for an exchange, reclassification
or cancellation of issued shares, state the provisions for
implementing the amendment if not contained in the amendment
itself.
B. Enter the date of adoption of the amendment(s). If there
is more than one amendment, identify the date of adoption of
each. Mark one of the three choices to indicate the method of
adoption of the amendment(s).
By Board of Directors - Refer to sec. 180.1002 Wis. Stats.
for specific information on the character of amendments that may
be adopted by the Board of Directors without shareholder action.
By Board of Directors and Shareholders - Amendments
proposed by the Board of Directors and adopted by shareholder
approval. Voting requirements differ with circumstances and
provisions in the articles of incorporation. See sec. 180.1003
Wis. Stats. for specific information.
By Incorporators or Board of Directors - Before issuance of
shares - See sec. 180.1005 Wis. Stats. for conditions attached
to the adoption of an amendment approved by a vote or consent of
less than 2/3rds of the shares subscribed for.
C. Enter the date of execution and the name and title of the
person signing the document. The document must be signed by one
of the following: An officer (or incorporator if directors have
not been elected) of the corporation or the fiduciary if the
corporation is in the hands of a receiver, trustee, or other
court appointed fiduciary. At least one copy must bear an
original manual signature.
D. If the document is executed in Wisconsin, sec. 14.38(14)
Wis. Stats. provides that it shall not be filed unless the name
of the drafter (either an individual or a governmental agency)
is printed in a legible manner.
FILING FEES
Submit the document with a minimum filing fee of $40.00,
payable to SECRETARY OF STATE. If the amendment causes an
increase in the number of authorized shares, provide an
additional fee of 1 cent for each new authorized share. When
the document has been filed, an acknowledgement copy stamped
"FILED" will be sent to the address indicated above.
ARTICLES OF AMENDMENT Stock (for
profit)
A. Name of Corporation: Portico Funds, Inc.
(prior to any change effected by this
amendment)
Text of Amendment (Refer to the existing articles of
incorporation and instruction A. Determine those items to
changed and set forth below the number identifying the
paragraph being changed and how the amended paragraph is to
read.)
RESOLVED, THAT, the articles of incorporation be
amended as follows:
SEE ATTACHED
B. Amendment(s) adopted on April 21, 1995
(date)
Indicate the method of adoption by checking the appropriate
choice below:
( X )In accordance with sec. 180.1002, Wis. Stats. (By the
Board of Directors)
OR
( )In accordance with sec. 180.1003, Wis. Stats. (By the
Board of Directors and Shareholders)
OR
( )In accordance with sec. 180.1005, Wis. Stats. (By
Incorporators or Board of Directors, before issuance of
shares)
C. Executed on behalf of the corporation on
July 12, 1995
(date) /s/ W. Bruce
McConnel, III
(signature)
W. Bruce McConnel, III
(printed name)
Secretary
(officer's title)
D. This document was drafted by Kenneth L.Greenberg, Esq.
(name of individual
required by law)
FILING FEE - $40.00 OR MORE SEE REVERSE
for Instructions, Suggestions, Filing Fees and Procedures
AMENDMENT TO ARTICLES OF INCORPORATION
ADOPTED BY BOARD OF DIRECTORS ON APRIL 21, 1995 PURSUANT
SECTION 180.1002 OF THE WISCONSIN STATUTES.
(a) The name of the Company is Portico Funds, Inc.
(b) and (c) The text of the Amendment which determines the
terms of the Company's Class 16 - Institutional Series and Class
16-A Series Common Stock and the number of shares thereof is as
follows:
RESOLVED, that pursuant to Article V of the
Articles of Incorporation of the Company, Fifty Million
authorized, unissued and unclassified shares of Class 16 Common
Stock of the Company be, and hereby are, divided into and
classified as Class 16 - Institutional Series and Fifty Million
authorized, unissued and unclassified shares of Class 16 Common
Stock of the Company be, and hereby are divided into and
classified as Class 16-A Series Common Stock, with
all of the preferences, limitations and relative rights set
forth in Article V. B. of said Articles of Incorporation.
(d) No shares of the Company's Class 16 -
Institutional Series and Class 16-A Series Common
Stock have been issued.
(e) The Amendment was adopted on April 21, 1995.
(f) The Amendment was unanimously adopted by the
Board of Directors and shareholder action was not
required.
Portico Funds, Inc. (the "Company")
Form N-SAR
Report for the Period Ending 12/31/95
Item 77I - Terms of New or Amended Securities
On July 12, 1995, the Company, an open-end management investment
company, commenced investment operations of one additional
portfolio, the MicroCap Fund. The following describes the
rights of the shareholders of the MicroCap Fund.
The Company was incorporated under the laws of the State of
Wisconsin on February 15, 1988, and is registered with the
Securities and Exchange Commission as an open-end management
company.
The Company's Articles of Incorporation authorize the Board of
Directors to issue up to 150,000,000 full and fractional shares
of common stock, $.0001 par value per share divided into thirty
classes (each, a "Class" or "Fund"). Each Class is divided into
two series designated as Institutional Series and Series
A/Retail Series (each, a "series") and, the MicroCap Fund,
consists of the number of shares set forth in the table below:
Class-Series of Number of Authorized
Common Stock Shares in Each Series
16-Institutional 50 Million
16-A/Retail 50 Million
The Board of Directors has also authorized the issuance of
Classes 1 through 15 and Class 17 common stock representing
interests in sixteen other separate investment portfolios,
fourteen additional classes representing interests in other
potential future investment portfolios of the Company. The
directors may similarly classify or reclassify any particular
class of shares into one or more additional series.
In the event of a liquidation or dissolution of the Company or
the Fund, shareholders of the Fund would be entitled to receive
the assets available for distribution belonging to the Fund, and
a proportionate distribution, based upon the relative assets of
the Company's respective investment portfolios, of any general
assets not belonging to any particular portfolio which are
available for distribution. Subject to the allocation of
certain costs, expenses, charges and reserves attributed to the
operation of a particular series as described in the Fund's
Prospectus, shareholders of the Fund are entitled to participate
equally in the net distributable assets of the Fund on
liquidation, based on the number of shares of the Fund that are
held by each shareholder.
Shareholders of the Fund, as well as those of any other
investment portfolio offered by the Company, will vote together
in the aggregate and not separately on a portfolio-by-portfolio
basis, except as otherwise required by law or when the Board of
Directors determines that the matter to be voted upon affects
only the interests of the shareholders of a particular class or
a particular series within a class. Rule 18f-2 under the 1940
Act provides that any matter required to be submitted to the
holders of the outstanding voting securities of an investment
company such as the Company shall not be deemed to have been
effectively acted upon unless approved by the shareholders of
each portfolio affected by the matter. A portfolio is affected
by a matter unless it is clear that the interests of each
portfolio in the matter are substantially identical or that the
matter does not affect any interest of the portfolio. Under the
rule, the approval of an investment advisory agreement or any
change in a fundamental investment policy would be effectively
acted upon with respect to a portfolio only if approved by a
majority of the outstanding shares of such portfolio. However,
the Rule also provides that the ratification of the appointment
of independent accountants, the approval of principal
underwriting contracts and the election of Directors may be
effectively acted upon by shareholders of the Company voting
together in the aggregate without regard to particular
portfolios. Similarly, on any matter submitted to the vote of
shareholders which only pertains to agreements, liabilities or
expenses applicable to one series of the Fund (such as the
Distribution and Service Plan applicable to Retail Shares) but
not the other series of the Fund, only the affected series will
be entitled to vote.
When issued for payment as described in the Fund's Prospectus
and this Statement of Additional Information, shares of the Fund
will be fully paid and non-assessable by the Company, except as
provided in Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law, as amended, which in general provides for
personal liability on the part of a corporation's shareholders
for unpaid wages of employees. The Company does not intend to
have nay employees and, to that extent, the foregoing statute
will be inapplicable to holders of the Fund shares and will not
have a material effect on the Company.
The Articles of Incorporation authorize the Board of Directors,
without shareholder approval (unless otherwise required by
applicable law), to: (a) sell and convey the assets belonging
to a series of shares to another management investment company
for consideration which may include securities issued by the
purchaser and, in connection therewith, to cause all outstanding
shares of such series to be redeemed at a price which is equal
to their net asset value and which may be paid in cash or by
distribution of the securities or other consideration received
from the sale and conveyance; (b) sell and convert the assets
belonging to a series of shares into money and, in connection
therewith, to cause all outstanding shares of such series to be
redeemed at their net asset value; or (c) combine the assets
belonging to a series of shares with the assets belonging to one
or more other series of shares if the Board of Directors
reasonably determines that such combination will not have a
material adverse effect on the shareholders of any series
participating in such combination and, in connection therewith,
to cause all outstanding shares of any such series to be
redeemed or converted into shares of another series of shares at
their net asset value.
