EXHIBIT (5)(G)
AMENDED AND RESTATED
ADDENDUM NO. 3 TO INVESTMENT ADVISORY AGREEMENT
This Addendum, dated as of the 2nd day of September, 1997, is entered into
between PORTICO FUNDS, INC. (the "Company"), a Wisconsin corporation, and
Firstar Investment Research and Management Company, LLC (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 International
Equity 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 International Equity
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 International Equity 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. SUBCONTRACTORS. It is understood that the Investment Adviser may from
time to time employ or associate with itself such person or persons as the
Investment Adviser may believe to be particularly fitted to assist in the
performance of this Agreement; provided, however, that the compensation of such
person or person shall be paid by the Investment Adviser; and that any person
providing investment advisory services to the Fund shall be approved in
accordance with the provisions of the 1940 Act. Each such sub-adviser is
hereinafter referred to as a "Sub-Adviser".
Notwithstanding the approval of any such Sub-Adviser(s), however, in
carrying out its obligations hereunder the Investment Adviser shall in all
events:
a. assist and consult with any Sub-Adviser with respect to the Fund
in connection with the Fund's continuous investment program;
b. establish and monitor general investment criteria and policies for
the Fund;
c. review, monitor and analyze on a periodic basis the Fund's
portfolio holdings and transactions to determine that each Sub-Adviser
performs its sub-advisory services in accordance with the Fund's investment
objective, policies and restrictions as stated in its prospectus and
statement of additional information and to determine that such portfolio
holdings are appropriate in light of the Fund's shareholder base;
d. review, monitor and analyze on a periodic basis the policies
established by any Sub-Adviser for the Fund with respect to the placement
of orders for the purchase and sale of portfolio securities;
e. review, monitor, analyze and report to the Board of Directors on
the performance of the Sub-Adviser(s);
f. furnish to the Board of Directors or the Sub-Adviser(s), reports,
statistical and economic information as may be requested; and
g. recommend, either in its sole discretion or in conjunction with
the Sub-Adviser(s), potential changes in investment policy.
In the event that any Sub-Adviser appointed hereunder is terminated, the
Investment Adviser may provide all investment advisory services pursuant to this
Agreement without a Sub-adviser or further shareholder approval.
3. COMPENSATION. For the services provided and the expenses assumed with
respect to the International Equity 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 first $25 million of the Fund's average net assets, 1.25%
of the next $75 million of the Fund's average net assets, and 1.10% of the
Fund's average net assets exceeding $100 million.
4. 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 Amended and Restated
Addendum as of the date and year first above written.
PORTICO FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
(Authorized Officer)
FIRSTAR INVESTMENT RESEARCH AND MANAGEMENT
COMPANY, LLC
By: /s/ Xxxx Xxxxx Xxxxxx
----------------------
(Authorized Officer)
