Exhibit (d)(27)
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 (successor to Mississippi Valley Advisors Inc.)
("FIRMCO"), U.S. Bancorp Xxxxx Xxxxxxx Asset Management, Inc., a Delaware
corporation ("PJAM"), and Conning Asset Management Company, a Missouri
corporation (the "Sub-Adviser").
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, the Sub-Adviser serves as sub-adviser to the Portfolio pursuant to
a Sub-Advisory Agreement dated January 6, 2000 between FIRMCO and the Sub-
Adviser (the "Sub-Advisory Agreement"); and
WHEREAS, effective on the date of this Agreement, FIRMCO shall assign its
rights, duties and obligations under the Advisory Agreement to PJAM, and PJAM
shall assume such rights, duties and obligations; 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 obligations, 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 obligations 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 Sub-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 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 Sub-Adviser hereby consents to this Agreement.
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
CONNING ASSET MANAGEMENT
COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
---------------------
Name: Xxxxx X. Xxxxxxxx
Title: EVP
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