U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: PORTICO FUNDS, INC.
615 E. MICHIGAN STREET
MILWAUKEE, WI 53202
2. Name of each series or class of funds for which this notice
is filed:
Class 1, Series A and Institutional Common Stock, Par Value
$.0001 Per Share
Class 2, Series A and Institutional Common Stock, Par Value
$.0001 Per Share
Class 3, Series A and Institutional Common Stock, Par Value
$.0001 Per Share
Class 4, Series A and Institutional Common Stock, Par Value
$.0001 Per Share
Class 5, Series A and Institutional Common Stock, Par Value
$.0001 Per Share
Class 6, Series A and Institutional Common Stock, Par Value
$.0001 Per Share
Class 7, Series A and Institutional Common Stock, Par Value
$.0001 Per Share
Class 8, Series A and Institutional Common Stock, Par Value
$.0001 Per Share
Class 9, Series A and Institutional Common Stock, Par Value
$.0001 Per Share
Class 10, Series A and Institutional Common Stock, Par Value
$.0001 Per Share
Class 11, Series A and Institutional Common Stock, Par Value
$.0001 Per Share
Class 12, Series A and Institutional Common Stock, Par Value
$.0001 Per Share
Class 13, Series A and Institutional Common Stock, Par Value
$.0001 Per Share
Class 14, Series A and Institutional Common Stock, Par Value
$.0001 Per Share
Class 15, Series A and Institutional Common Stock, Par Value
$.0001 Per Share
Class 16, Series A and Institutional Common Stock, Par Value
$.0001 Per Share
3. Investment Company Act File Number: 811-05380
Securities Act File Number: 33-18255
4. Last day of fiscal year for which this notice is filed:
OCTOBER 31, 1996
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year but
before termination of the issuer's 24f-2 declaration:
o
6. Date of termination of issuer's declaration under rule 24f-2
(a)(1), if applicable (see Instruction A.6):
NOT APPLICABLE
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933 other
than pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year:
0
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the
fiscal year:
NUMBER: 4,352,488,595
AMOUNT: $5,164,106,766
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:
NUMBER: 4,352,488,595
AMOUNT: $5,164,106,766
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment plans,
if applicable (see Instruction B.7):
NUMBER: 23,929,921
AMOUNT: $130,230,204
12. Calculation of registration fee: SEE EXHIBIT A FOR DETAIL
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10):
$5,164,106,766
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+$ 130,230,204
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
-$4,759,310,106
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable):
+ 0
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable):
$535,026,864
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):
x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
= $162,129.35
Instruction: Issuers should complete lines (ii), (iii), (iv),
and (v) only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in Section 3a of the
Commission's Rules of Informal and Other Procedures (17 CFR
202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
DECEMBER 27, 1995
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title) * _/s/Mary Ellen Stanek_______
Mary Ellen Stanek
Vice President
Date December 27, 1996
*Please print the name and title of the signing officer below
the signature.
Law Offices
Drinker Biddle & Reath
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
Telephone: (215) 988-2700
Telex: 834684
Fax: (215) 988-2757
December 27, 1996
Portico Funds, Inc.
Portico Funds Center
615 East Michigan Street
Milwaukee, WI 53201-3011
Re: Rule 24f-2 Notice for Portico Funds, Inc. Registration
Nos. 33-18255 and 811-5380
Gentlemen:
We have acted as counsel for Portico Funds, Inc., a Wisconsin
corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, of shares of the
Company's Common Stock, representing interests in the Company's
Money Market Fund, Tax-Exempt Money Market Fund, U.S. Government
Money Market Fund, Institutional Money Market Fund, U.S.
Treasury Money Market Fund, Special Growth Fund, Bond IMMDEX
Fund, Equity Index Fund, Growth and Income Fund, Short-Term Bond
Market Fund, Balanced Fund, MidCore Growth Fund, Intermediate
Bond Market Fund, Tax-Exempt Intermediate Bond Fund,
International Equity Fund and MicroCap Fund, made definite in
number by the Company's Rule 24f-2 Notice for the fiscal year
ended October 31, 1996 (collectively, the "Shares").
In giving the opinion stated below, we have reviewed the
Company's Articles of Incorporation, as amended, By-Laws, as
amended, resolutions adopted by its Board of Directors and
shareholders, and such other legal and factual matters as we
have deemed appropriate. In addition, we have relied on the
opinion of Foley & Lardner, dated December 27, 1996, as to all
matters of Wisconsin law.
On the basis of the foregoing, we are of the opinion that the
Shares, when issued for payment as described in the Company's
prospectuses, were legally issued, fully paid, and
non-assessable, 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 the corporation's
employees.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as part of the Company's Rule
24f-2 Notice.
Very truly yours,
/s/DRINKER BIDDLE & REATH
Exhibit A
Portico Funds, Inc.
Calculation of Registration Fee
NUMBER OF SHARES SOLD (A):
Class 1 Common Stock 537,144,694
Class 2 Common Stock 156,756,727
Class 3 Common Stock 945,437,732
Class 4 Common Stock 2,484,809,474
Class 5 Common Stock 187,850,265
Class 6 Common Stock 4,198,004
Class 7 Common Stock 5,201,996
Class 8 Common Stock 2,515,428
Class 9 Common Stock 2,751,367
Class 10 Common Stock 9,997,877
Class 11 Common Stock 2,465,188
Class 12 Common Stock 1,777,510
Class 13 Common Stock 8,330,615
Class 14 Common Stock 2,372,893
Class 15 Common Stock 873,809
Class 16 Common Stock 5,016
TOTAL = 4,352,488,595
AGGREGATE SALES PRICE OF PORTFOLIO SECURITIES SOLD IN RELIANCE
UPON 24F-2 (IN DOLLARS) (B):
Class 1 Common Stock 537,144,694
Class 2 Common Stock 156,756,727
Class 3 Common Stock 945,437,732
Class 4 Common Stock 2,484,809,473
Class 5 Common Stock 187,850,265
Class 6 Common Stock 166,347,205
Class 7 Common Stock 142,932,918
Class 8 Common Stock 113,777,355
Class 9 Common Stock 83,323,099
Class 10 Common Stock 103,118,545
Class 11 Common Stock 65,662,447
Class 12 Common Stock 50,218,162
Class 13 Common Stock 84,746,781
Class 14 Common Stock 24,183,041
Class 15 Common Stock 17,724,085
Class 16 Common Stock 74,237
TOTAL SALES PRICE = $5,164,106,766
SHARES ISSUED IN CONNECTION WITH DIVIDEND REINVESTMENT PLAN
(C):
Class 1 Common Stock 8,880,564
Class 2 Common Stock 990,238
Class 3 Common Stock 2,681,665
Class 4 Common Stock 6,595,431
Class 5 Common Stock 315,411
Class 6 Common Stock 1,400,141
Class 7 Common Stock 707,829
Class 8 Common Stock 118,095
Class 9 Common Stock 415,328
Class 10 Common Stock 890,979
Class 11 Common Stock 201,734
Class 12 Common Stock 0
Class 13 Common Stock 621,495
Class 14 Common Stock 72,341
Class 15 Common Stock 38,670
Class 16 Common Stock 0
TOTAL SHARES ISSUES FROM DIVIDENDS = 23,929,921
SALES PRICE OF SECURITIES ISSUED IN CONNECTION WITH DIVIDEND
REINVESTMENT PLAN (D):
Class 1 Common Stock 8,880,564
Class 2 Common Stock 990,238
Class 3 Common Stock 2,681,665
Class 4 Common Stock 6,595,431
Class 5 Common Stock 315,411
Class 6 Common Stock 52,218,208
Class 7 Common Stock 19,366,495
Class 8 Common Stock 5,331,943
Class 9 Common Stock 11,606,453
Class 10 Common Stock 9,113,640
Class 11 Common Stock 5,339,314
Class 12 Common Stock 0
Class 13 Common Stock 6,299,505
Class 14 Common Stock 738,477
Class 15 Common Stock 752,860
Class 16 Common Stock 0
TOTAL PRICE OF DIVIDENDS REINVESTED = $130,230,204
AGGREGATE REDEMPTION PRICE OF PORTFOLIO SECURITIES REDEEMED
DURING FISCAL YEAR (E):
Class 1 Common Stock 494,250,223
Class 2 Common Stock 162,502,743
Class 3 Common Stock 912,853,275
Class 4 Common Stock 2,457,920,071
Class 5 Common Stock 199,390,883
Class 6 Common Stock 153,470,016
Class 7 Common Stock 58,472,331
Class 8 Common Stock 63,944,766
Class 9 Common Stock 47,816,325
Class 10 Common Stock 47,576,380
Class 11 Common Stock 50,313,472
Class 12 Common Stock 50,897,489
Class 13 Common Stock 40,205,861
Class 14 Common Stock 12,833,322
Class 15 Common Stock 6,306,352
Class 16 Common Stock 556,597
TOTAL PRICE OF SECURITIES REDEEMED = $4,759,310,106
AGGREGATE SALES PRICE OF PORTFOLIO SECURITIES ON WHICH FEE WILL
BE BASED [(B)+(D)-(E)]:
Class 1 Common Stock 51,775,035
Class 2 Common Stock (4,755,778)
Class 3 Common Stock 35,266,122
Class 4 Common Stock 33,484,833
Class 5 Common Stock (11,225,207)
Class 6 Common Stock 65,095,397
Class 7 Common Stock 103,827,082
Class 8 Common Stock 55,164,532
Class 9 Common Stock 47,113,227
Class 10 Common Stock 64,655,805
Class 11 Common Stock 20,688,289
Class 12 Common Stock (679,327)
Class 13 Common Stock 50,840,425
Class 14 Common Stock 12,088,196
Class 15 Common Stock 12,170,593
Class 16 Common Stock (482,360)
AGGREGATE SALES PRICE FOR FEE = $535,026,864
