Exhibit (d)(24)
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"), Firstar Funds, Inc., a
Wisconsin corporation (the "Company") and Xxxxxxxxxx Global Investors, Inc., a
Delaware corporation ("Sub-Adviser").
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 investment adviser to the Firstar
International Value Fund, a separately managed portfolio of the Company (the
"Fund"), pursuant to an Investment Advisory Agreement dated March 27, 1992,
between FIRMCO and the Company and the addendum No. 3 thereto dated September 2,
1997 (the "Advisory Agreement"); and
WHEREAS, the Sub-Adviser serves as a Sub-Adviser to the Fund pursuant to an
Amended and Restated Investment Sub-Advisory Agreement dated June 13, 1997
between FIRMCO and the Sub-Adviser (the "Sub-Advisory Agreement"), which is
incorporated herein by reference; and
WHEREAS, effective on the date of this Agreement FIRMCO shall assign its
rights, duties and responsibilities under the Advisory Agreement to PJAM, and
PJAM shall assume such rights, duties and responsibilities; and
WHEREAS, FIRMCO wishes to assign its rights, duties and obligations under
the Sub-Advisory Agreement to PJAM, and PJAM wishes to assume such rights,
duties and responsibilities, each subject to the terms and conditions of this
Agreement; and
WHEREAS, the Sub-Adviser wishes to consent to such assignment and
assumption of rights, duties and obligations by FIRMCO and PJAM; and
WHEREAS, PJAM represents that the assignment and assumption of FIRMCO's
rights, duties and responsibilities under the Advisory Agreement and the Sub-
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 or of the Sub-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 Sub-Advisory Agreement to PJAM, and PJAM hereby assumes
all of such rights, duties and obligations under the Sub-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 Sub-Advisory Agreement shall remain in full force
and effect.
3. The Company and the Sub-Adviser hereby consent 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 X. Xxxxxxx
--------------------- ---------------------------
Name: Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President Title: Senior Vice President
XXXXXXXXXX GLOBAL INVESTORS, INC. FIRSTAR FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxx Xxxxxxxx
---------------------------- ------------------------
Name: Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx Xxxxxxxx
Title: Title: President
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