Exhibit (d)(2)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT is made and entered into as of the 2nd day of May, 2001,
by and among U.S. Bank National Association, a national banking association
organized and existing under the laws of the United States of America ("U.S.
Bank"), U.S. Bancorp Xxxxx Xxxxxxx Asset Management, Inc., a Delaware
corporation ("PJAM"), and First American Funds, Inc., a Minnesota corporation
(the "Company"), for and on behalf of each separately managed portfolio
represented by a series of the Company's common shares (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, U.S. Bank currently serves as each Fund's the investment
adviser pursuant to an Investment Advisory Agreement dated January 20, 1995
between U.S. Bank and the Company in the form appended hereto as Exhibit A (the
"Advisory Agreement"), which is incorporated herein by reference; and
WHEREAS, U.S. Bank wishes to assign its rights, duties and
responsibilities under the Advisory Agreement 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, 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. U.S. Bank hereby assigns and conveys all of its rights, duties and
obligations under the Advisory Agreement, relating to the Company and each Fund,
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.
3. The Company hereby consents to this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date
first above written.
U.S. BANK NATIONAL ASSOCIATION U.S. BANCORP XXXXX XXXXXXX ASSET
MANAGEMENT, INC.
By /s/ Xxxxxxx X. Xxxxxx By /s/ Xxxxxx Xxxxxx
------------------------------- -------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxx
Title: SVP Title: COO
FIRST AMERICAN FUNDS, INC.
By /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: VP
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