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 ST.
MILWAUKEE, WI 53202
Name of each series or class of funds for which this notice is
filed:
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:
JUNE 30, 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:
[ ]
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: 4,714,573
AMOUNT: $51,297,950
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:
NUMBER: 4,714,573
AMOUNT: $51,297,950
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: 146,432
AMOUNT: $1,616,607
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule
24f-2 (from Item 10):
$51,297,950
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item
11, if applicable):
+$1,616,607
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if
applicable):
-$1,920,112
(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):
$50,994,445
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other
applicable law or regulation (see
Instruction C.6):
x1/2900
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$17,584
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:
AUGUST 27, 1996
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______
Vice President
Date August 27, 1996
*Please print the name and title of the signing officer below
the signature.
secform3.txt
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
August 27, 1996
Portico Funds, Inc.
Portico Funds Center
615 East Michigan Street
Milwaukee, WI 53201-3011
Re: Rule 24f-2 Notice for the MicroCap Fund of 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
MicroCap Fund which are made definite in number by the Company's
Rule 24f-2 Notice on behalf of the MicroCap Fund for the fiscal
year ended June 30, 1996 (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, and we have relied upon a certificate
of an officer of the Company as to certain matters. In
addition, we have relied on the opinion of Foley & Lardner,
dated August 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
prospectus, 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 16 Common Stock 4,714,573
AGGREGATE SALES PRICE OF PORTFOLIO SECURITIES SOLD IN RELIANCE
UPON 24F-2 (IN DOLLARS) (B):
Class 16 Common Stock $51,297,950
SHARES ISSUED IN CONNECTION WITH DIVIDEND REINVESTMENT PLAN (C):
Class 16 Common Stock 146,432
SALES PRICE OF SECURITIES ISSUED IN CONNECTION WITH DIVIDEND
REINVESTMENT PLAN (D):
Class 16 Common Stock $1,616,607
AGGREGATE REDEMPTION PRICE OF PORTFOLIO SECURITIES REDEEMED
DURING FISCAL YEAR (E):
Class 16 Common Stock $1,920,112
AGGREGATE SALES PRICE OF PORFOLIO SECURITIES ON WHICH FEE WILL
BE BASED [(B) + (D) - (E)]
Class 16 Common Stock $50,994,445
