EXHIBIT (D)(27)
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ABN AMRO ASSET MANAGEMENT (USA) LLC
AND THINKORSWIM ADVISORS, INC.
SUB-INVESTMENT ADVISORY AGREEMENT (the "Agreement") made this 8th day of June,
2002, by and between ABN AMRO Asset Management (USA) LLC (hereinafter referred
to as the "Investment Adviser") and thinkorswim Advisors, Inc. (hereinafter
referred to as the "Sub-Adviser"), which Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute but one instrument.
W I T N E S E T H:
- - - - - - - - -
WHEREAS, the Investment Adviser wishes to enter into a contract with the
Sub-Adviser to render the Investment Adviser the following services:
Provide research, analysis, advice and recommendations with respect to the
purchase and sale of securities, and make investment commitments regarding
assets of the ABN AMRO Equity Plus Fund (hereinafter referred to as the "Fund";
the Fund is a series of the ABN AMRO Funds, hereinafter referred to as the
"Trust"), subject to oversight by the Board of Trustees of the Trust and the
supervision of the Investment Adviser.
NOW THEREFORE, in consideration of the mutual agreements herein contained,
and intending to be bound, the parties agree as follows:
1. As compensation for the services enumerated herein, the Investment
Adviser will pay the Sub-Adviser a fee, which shall be calculated monthly and
payable monthly, as set forth in Schedule A hereto.
If this Agreement shall become effective subsequent to the first day of a
month, or shall terminate before the last day of a month, the Sub-Adviser's
compensation for such fraction of the month shall be determined by applying the
foregoing percentages to the average daily net asset value of the Fund during
such fraction of a month and in the proportion that such fraction of a month
bears to the entire month.
2. This Agreement shall become effective as of the date first above
written, subject to the approval of the Trustees of the Trust in accordance with
the provisions of the Investment Company Act of 1940 (the "Act"). The Investment
Adviser will promptly advise the Sub-Adviser as to the giving of such approval.
The Investment Adviser represents that it is the investment adviser of the Fund,
with the authority as such to enter into this Agreement.
3. This Agreement shall continue for a period ending one year from its
effective date. It may be renewed thereafter by the Investment Adviser and the
Sub-Adviser for successive periods not exceeding one year only so long as such
renewal and continuance is specifically approved at least annually by the Board
of Trustees of the Trust or by a vote of the majority of the outstanding voting
securities of the Fund as prescribed by the Act and provided further that such
continuance is approved at least annually thereafter by a vote of a majority of
the Trust's Trustees, who are not parties to such Agreement or interested
persons of such a party, cast in person at a meeting called for the purpose of
voting on such approval. This Agreement will terminate automatically without the
payment of any penalty upon termination of the Investment Advisory Agreement
("Investment Advisory Agreement") relating to the Fund between the Trust and the
Investment Adviser (accompanied by simultaneous notice to the Sub-Adviser) or
upon sixty days' written notice by the Trust to the Sub-Adviser that the
Trustees of the Trust, the Investment Adviser or the shareholders by vote of a
majority of the outstanding voting securities of the Fund, as provided by the
Act, have terminated this Agreement. This Agreement may also be terminated by
the Sub-Adviser without penalty upon sixty days' written notice to Investment
Adviser and the Trust.
This Agreement shall terminate automatically in the event of its assignment
or (upon notice thereof to the Sub-Adviser) the assignment of the Investment
Advisory Agreement, unless its continuation thereafter is approved by the Board
of Trustees of the Trust and the shareholders of the Fund as required by the Act
(in each case as the term "assignment" is defined in Section 2(a)(4) of the
Act).
4. Subject to the supervision of the Board of Trustees of the Trust and the
Investment Adviser, the Sub-Adviser will provide an investment program for the
Fund, including investment research and management with respect to securities
and investments, including cash and cash equivalents in the Fund, and will
determine from time to time what securities and other investments will be
purchased, retained or sold by the Fund. The Sub-Adviser will provide the
services under this Agreement in accordance with the Fund's investment objective
policies and restrictions as stated in the Prospectus (as used herein this term
includes the related Statement of Additional Information). The Sub-Adviser
further agrees that it:
(a) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission and will, in addition, conduct its activities
under this Agreement in accordance with regulations of any other Federal or
State agencies which now have or in the future will have jurisdiction over its
activities;
(b) will pay expenses incurred by it in connection with its activities
under this Agreement other than the cost of securities and other investments
(including brokerage commissions and other transaction changes, if any)
purchased for the Fund, provided that the Sub-Adviser will not pay for or
provide a credit with respect to any research provided to it in accordance with
Section 4(c);
(c) will place orders pursuant to its investment determinations for the
Fund either directly with any broker or dealer, or with the issuer. In placing
orders with brokers or dealers, the Sub-Adviser will attempt to obtain the best
overall price and the most favorable execution of its orders, except as provided
below. Consistent with this obligation, when the execution and price offered by
two or more brokers or dealers are comparable, the Sub-Adviser has been advised
by the Investment Adviser that the Trust has authorized the Investment Adviser
to authorize the Sub-Adviser, in its discretion, to purchase and sell securities
to and from brokers and dealers who promote the sale of Fund shares and the
Investment Adviser hereby so authorizes the Sub-Adviser. In no instance will
securities be purchased from or sold to the Sub-Adviser or any affiliated person
of the Sub-Adviser as principal. Notwithstanding the foregoing sentence, the
Sub-Adviser may arrange for the execution of brokered transactions through an
affiliated broker dealer in conformity with policies and procedures for such
purpose if, when, and as established by the Trustees of the Fund. Subject to
policies established by the Board of Trustees of the Trust and communicated to
the Sub-Adviser, it is understood that the Sub-Adviser will not be deemed to
have acted unlawfully, or to have breached a fiduciary duty to the Trust or in
respect of the Fund, or be in breach of any obligation owing to the Investment
Adviser or the Trust or in respect of the Fund under this Agreement, or
otherwise, solely by reason of its having caused the Fund to pay a member of a
securities exchange, a broker or a dealer a commission for effecting a
securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Sub-Adviser determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Sub-Adviser's
overall responsibilities with respect to the accounts, including the Fund, as to
which it exercises investment discretion.
(d) will review the daily valuation of securities owned by the Fund as
obtained on a daily basis by the Fund's administrator and furnished by it to
Sub-Adviser, and will promptly notify the Trust and the Investment Adviser if
the Sub-Adviser believes that any such valuations may not properly reflect the
market value of any securities owned by the Fund, provided, however, that the
Sub-Adviser is not required by this sub-paragraph to obtain valuations of any
such securities from brokers or dealers or otherwise, or to otherwise
independently verify valuations of any such securities.
(e) will attend regular business and investment-related meetings with the
Trust's Board of Trustees and the Investment Adviser if requested to do so by
the Trust and/or the Investment Adviser.
(f) maintain books and records with respect to the securities transactions
for the Fund, furnish to the Investment Adviser and the Trust's Board of
Trustees such periodic and special reports as they may request with respect to
the Fund, and provide in advance to the Investment Adviser all of the
Sub-Adviser's reports to the Trust's Board of Trustees for examination and
review within a reasonable time prior to the Trust's Board meetings.
5. Sub-Adviser agrees with respect to the services provided to the Fund
that it:
(a) will upon request telecopy trade information to the investment adviser
on the first business day following the day of the trade and cause broker
confirmations to be sent directly to the Investment Adviser; and
(b) will treat confidentially and as proprietary information of the Trust
all records and other information relative to the Fund and its prior, present or
potential shareholders, and will not use such records and information for any
purpose other than performance of its responsibilities and duties hereunder
(except after prior notification to and approval in writing by the Trust, which
approval may not be withheld where Sub-Adviser is advised by counsel that the
Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure
to comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Trust).
6. In compliance with the requirements of Rule 31a-3 under the Act,
Sub-Adviser acknowledges that all records which it maintains for the Trust are
the property of the Trust and agrees to surrender promptly to the Trust any of
such records upon the Trust's request, provided, that Sub-Adviser may retain
copies thereof at its own expense. Sub-Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 under the Act the records required to be
maintained by Rule 31a-1 under the Act relating to transactions placed by
Sub-Adviser for the Fund.
7. It is expressly understood and agreed that the services to be rendered
by the Sub-Adviser to the Investment Adviser under the provisions of this
Agreement are not to be deemed to be exclusive, and the Sub-Adviser shall be
free to provide similar or different services to others so long as its ability
to provide the services provided for in this Agreement shall not be materially
impaired thereby.
8. The Investment Adviser agrees that it will furnish currently to the
Sub-Adviser all information with reference to the Fund and the Trust that is
reasonably necessary to permit the Sub-Adviser to carry out its responsibilities
under this Agreement, and the parties agree that they will from
time to time consult and make appropriate arrangements as to specific
information that is required under this paragraph and the frequency and manner
with which it shall be supplied. Without limiting the generality of the
foregoing, Investment Adviser will furnish to Sub-Adviser procedures consistent
with the Trust's contract with the Fund's custodian from time to time (the
"Custodian"), and reasonably satisfactory to Sub-Adviser, for consummation of
portfolio transactions for the Fund by payment to or delivery by the Custodian
of all cash and/or securities or other investments due to or from the Fund, and
Sub-Adviser shall not have possession or custody thereof or any responsibility
or liability with respect to such custody. Upon giving proper instructions to
the Custodian, Sub-Adviser shall have no responsibility or liability with
respect to custodial arrangements or the acts, omissions or other conduct of the
Custodian.
9. The Sub-Adviser and its directors, officers, stockholders, employees and
agents shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Investment Adviser or the Trust in connection with any
matters to which this Agreement relates or for any other act or omission in the
performance by the Sub-Adviser of its duties under this agreement except that
nothing herein contained shall be construed to protect the Sub-Adviser against
any liability by reason of the Sub-Adviser's willful misfeasance, bad faith, or
gross negligence in the performance of its duties or by reckless disregard of
its obligations or duties under this Agreement.
10. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby. Except to the extent governed by federal law including
the Act, this Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware, without applying the principles of conflicts
of law thereunder.
11. No provision of this Agreement may be changed, discharged or terminated
orally, but only by an instrument in writing signed by the party against which
enforcement of the change, discharge or termination is sought. No amendment of
this Agreement shall be effective with respect to the Trust until approved in
accordance with the Act.
12. Any notice to be given hereunder may be given by personal notification
or by facsimile transmission, to the party specified at the address stated
below:
To the Investment Adviser at: ABN AMRO Asset Management (USA) LLC
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx
Facsimile: (000) 000-0000
To the Sub-Adviser at: thinkorswim Advisors, Inc.
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxx Xxxxxxx
Facsimile: (000) 000-0000
With a copy to:
Standard Federal Bank
0000 X. Xxx Xxxxxx Xxxx
Xxxx, XX 00000
Attn: Xxxxxx X. Xxxx
Facsimile: (000) 000-0000
To the Fund or the Trust at: The ABN AMRO Funds
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxxxx
Facsimile: (000) 000-0000
or addressed as such party may from time to time designate by notice to other
parties in accordance herewith.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their duly authorized officers as of the day and year first above written.
ATTEST: ABN AMRO ASSET MANAGEMENT (USA) LLC
/s/ Xxxx X. Xxxxx By: /s/ Xxxxxx Xxxxxxxxxx
---------------------- -----------------------------------
ATTEST: THINKORSWIM ADVISORS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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SCHEDULE A SUMMARY
Effective December June 8, 2002
Adviser will pay Sub-Adviser as full compensation for the services rendered
hereunder, an annual fee at the rate of 0.035% based on the average daily value
of the net assets of the Fund. The fee shall be calculated as determined by the
Fund on the first day of each month on which the New York Stock Exchange is open
and shall be payable on a monthly basis in arrears.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
