ABN AMRO FUNDS
File No.: 811-8004
Exhibit to Item 77Q(1)
INVESTMENT ADVISORY AGREEMENT
ABN AMRO/River Road Small Cap Value Fund
AGREEMENT made this 23th day of June, 2005 by and
between ABN AMRO Funds, a Delaware statutory trust
(the Trust) on behalf of ABN AMRO/River Road Small
Cap Value Fund (the Fund) and River Road Asset
Management, LLC (the Adviser).
WHEREAS, the Fund is registered under the Investment
Company Act of 1940, as amended (the 1940 Act), as an
open-end, diversified management investment company;
and
WHEREAS, the Trust wishes to retain the Adviser to
render investment advisory services to the Fund, and the
Adviser is willing to furnish such services to the Fund.
NOW THEREFORE, in consideration of the promises and
mutual covenants herein contained, it is agreed between the
Fund and the Adviser as follows:
1.Appointment. The Trust hereby appoints the Adviser to
act as investment adviser to the Fund for the periods and
on the terms set forth in this Agreement. The Adviser
accepts such appointment and agrees to furnish the services
herein set forth, for the compensation herein provided.
2.Duties of Adviser. As investment adviser, the Adviser
shall: (i) manage the investment and reinvestment of the
assets of the Fund, (ii) continuously review, supervise and
administer the investment program of the Fund, (iii)
determine in its discretion, the assets to be held uninvested,
(iv) provide the Trust with records concerning the Advisers
activities which are required to be maintained by the Trust
and (v)?render regular reports to the Trusts officers and
Board of Trustees concerning the Advisers discharge of the
foregoing responsibilities. The Adviser shall discharge the
foregoing responsibilities subject to the control of the
officers and the Board of Trustees of the Trust and in
compliance with the objectives, policies and limitations set
forth in the Funds then effective prospectus and statement
of additional information. The Adviser accepts such
employment and agrees to render such services and to
provide, at its own expense, the office space, furnishings,
equipment and the personnel required by it to perform such
services on the terms and for the compensation provided
herein.
3.Portfolio Transactions. The Adviser shall select and
monitor the selection of the brokers or dealers that will
execute the purchases and sales of securities for the Fund
and is directed to use its best efforts to ensure that the best
available price and most favorable execution of securities
transactions for the Fund are obtained. Subject to policies
established by the Board of Trustees of the Trust and
communicated to the Adviser, it is understood that the
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
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 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 Advisers overall responsibilities with
respect to the accounts, including the Fund, as to which it
exercises investment discretion. The Adviser will promptly
communicate to the officers and Trustees of the Trust such
information relating to Fund transactions as they may
reasonably request.
4.Compensation of the Adviser. For the services to be
rendered by the Adviser as provided in Section?2 and 3 of
this Agreement, the Fund shall pay to the Adviser within
five business days after the end of each calendar month a
monthly fee of one-twelfth of 0.90% of the Funds average
daily net assets for that month. In the event of termination
of this Agreement, the fee provided in this Section?4 shall
be paid on a pro-rata basis, based on the number of days
during which this Agreement was in effect.
5.Reports. The Fund and the Adviser agree to furnish to
each other such information regarding their operations with
regard to their affairs as each may reasonably request.
6.Status of Adviser. The services of the Adviser to the Fund
are not to be deemed exclusive, and the Adviser shall
be free to render similar services to others so long as its
services to the Fund are not impaired thereby.
7.Liability of Adviser. In the absence of willful
misfeasance, bad faith, gross negligence or reckless
disregard by the Adviser of its obligations and duties
hereunder, the Adviser shall not be subject to any liability
whatsoever to the Fund, or to any shareholder of the Fund,
for any error of judgment, mistake of law or any other act
or omission in the course of, or connected with, rendering
services hereunder including, without limitation, for any
losses that may be sustained in connection with the
purchase, holding, redemption or sale of any security on
behalf of the Fund.
8.Duration and Termination. The term of this Agreement
shall commence on the date that an amendment to the
Trusts registration statement establishing the Fund becomes
effective (the Effective Date), provided that first it is
approved by the Board of Trustees of the Trust, including a
majority of those Trustees who are not parties to this
Agreement or interested persons of any party hereto, in the
manner provided in Section?15(c) of the 1940 Act, and by
the holders of a majority of the outstanding voting
securities of the Fund, and shall continue in effect until
December 31, 2006. This Agreement may continue in
effect after its initial term only if such continuance is
approved at least annually by (i) the Trusts Board of
Trustees or (ii) the vote of a majority of the outstanding
voting securities of the Fund; and in either event by a vote
of a majority of those Trustees of the Trust who are not
parties to this Agreement or interested persons of any such
party in the manner provided in Section?15(c) of the 1940
Act. Notwithstanding the foregoing, this Agreement may
be terminated: (a)?at any time without penalty by the Fund
upon the vote of a majority of the Trustees or by vote of the
majority of the Funds outstanding voting securities, upon
sixty (60) days written notice to the Adviser or (b) by the
Adviser at any time without penalty, upon sixty (60) days
written notice to the Fund. This Agreement will also
terminate automatically in the event of its assignment (as
defined in the 1940 Act). Any notice under this Agreement
shall be given in writing, addressed and delivered or mailed
postpaid, to the other party at the principal office of such
party. As used in this Section?8, the terms assignment,
interested person and a vote of a majority of the
outstanding voting securities shall have the respective
meanings set forth in Section?2(a)(4), Section?2(a)(19) and
Section?2(a)(42) of the 1940 Act and Rule?18f-2 there
under.
9.Severability. If any provisions of this Agreement shall be
held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be
affected thereby.
10.Amendments. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against
which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this
Agreement shall be effective until approved by an
affirmative vote of (i)?a majority of the outstanding voting
securities of the Fund and (ii) a majority of the Trustees,
including a majority of the Trustees who are not interested
persons of any party to this Agreement, cast in person at a
meeting called for the purpose of voting on such approval,
if such approval is required by applicable law.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed as of the day and year first
above written.
ABN AMRO FUNDS for
ATTEST ABN AMRO/River Road Small Cap Value
Fund
/s/ Xxxxx Xxxxxx
By: /s/ Xxxxxx Xxxxxxxxxx
Title: C.C.O.
ATTEST RIVER ROAD ASSET MANAGEMENT,
LLC
/s/ Xxxxx Xxxxxx
By: /s/ R. Xxxxxx Xxxx
Title: President
