Exhibit (d)(26)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT is made and entered into as of the 2nd day of May, 2001, by
and among Firstar Investment Research and Management Company, LLC, a Wisconsin
limited liability company ("FIRMCO"), U.S. Bancorp Xxxxx Xxxxxxx Asset
Management, Inc., a Delaware corporation ("PJAM"), and Firstar Funds, Inc., a
Wisconsin corporation (the "Company"), for and on behalf of each separately
managed portfolio represented by a series of the Company's shares of Common
Stock (each, a "Fund" and, collectively, the "Funds").
WHEREAS, the Company is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, FIRMCO currently serves as the Company's investment adviser
pursuant to (1) the Investment Advisory Agreement between First Wisconsin Trust
Company and the Company dated August 29, 1991, and the Assumption and Guarantee
Agreements between Firstar Trust Company (formerly, "First Wisconsin Trust
Company") and FIRMCO (formerly "First Wisconsin Asset Management") dated
February 2, 1992 and June 17, 1993 and (2) the Investment Advisory Agreement
between FIRMCO and the Company dated March 27, 1992, and the related Addenda
dated December 27, 1992, February 5, 1993, August 1, 1995, August 15, 1997,
September 2, 1997, December 1, 1997, November 1, 1999 and November 27, 2000.
WHEREAS, FIRMCO wishes to assign its rights, duties and obligations under
the Advisory Agreements to PJAM, and PJAM wishes to assume such rights, duties
and responsibilities with respect to each Fund, each subject to the terms and
conditions of this Agreement; and
WHEREAS, PJAM represents that the assignment and assumption of rights,
duties and obligations under the Advisory Agreement to and by PJAM will not
result in a change of actual control or management of the Company's investment
adviser and, therefore, pursuant to Rule 2a-6 under the 1940 Act, will not
constitute an "assignment" of the Advisory Agreement within the meaning of
Section 15(a)(4) of the 1940 Act; and
WHEREAS, the Board of Directors of the Company, including a majority of the
directors who are not parties to this Agreement or "interested persons" (within
the meaning of the 0000 Xxx) of any party to this Agreement, have approved and
authorized the execution and delivery of this Agreement.
NOW, THEREFORE, the parties to this Agreement, intending to be legally
bound, agree as follows:
1. FIRMCO hereby assigns and conveys all of its rights, duties and
obligations under the Advisory Agreements, to PJAM, and PJAM hereby assumes all
of such rights, duties and obligations under the Advisory Agreements, in each
case subject to the terms of this Agreement.
2. Except as modified by this Agreement, all of the provisions, terms and
conditions set forth in the Advisory Agreements shall remains in full force and
effect.
3. The Company hereby consents to this Agreement
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
date first above written.
FIRSTAR INVESTMENT RESEARCH U.S. BANCORP XXXXX XXXXXXX
AND MANAGEMENT COMPANY, LLC ASSET MANAGEMENT, INC.
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxxx
--------------------- ------------------------
Name: Xxxxx Xxxxxx Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President Title: Senior Vice President
FIRSTAR FUNDS, INC.
By: /s/ Xxxxxx Xxxxxxxx
------------------------
Name: Xxxxxx Xxxxxxxx
Title: President
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