Exhibit (d)(25)
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"), and U.S. Bancorp Xxxxx Xxxxxxx Asset
Management, Inc., a Delaware corporation ("PJAM").
WHEREAS, Mercantile Mutual Funds, Inc. (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 investment adviser to the Conning
Money Market Portfolio, a separately managed portfolio of the Company (the
"Portfolio"), pursuant to Xxxxxxxx Xx. 00 dated February 12, 1999 to the Amended
and Restated Advisory Agreement dated April 1, 1991 between FIRMCO (successor to
Mississippi Valley Advisors Inc.) and the Company (the "Advisory Agreement");
and
WHEREAS, FIRMCO wishes to assign its rights, duties and obligations under
the Advisory Agreement to PJAM, and PJAM wishes to assume such rights, duties
and obligations, 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.
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 Agreement to PJAM, and PJAM hereby assumes all of
such rights, duties and obligations under the Advisory Agreement, 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 Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
date first above written.
FIRSTAR INVESTMENT RESEARCH
AND MANAGEMENT COMPANY, LLC
By: /s/ Xxxxx Xxxxxx
---------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
U.S. BANCORP XXXXX XXXXXXX
ASSET MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
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