ABN AMRO FUNDS
File No.: 811-8004
Exhibit to Item 77Q(1)
INVESTMENT ADVISORY AGREEMENT
ABN AMRO/River Road Dynamic Equity Income Fund
AGREEMENT made this 27th day of June, 2005 by
and between ABN AMRO Funds, a Delaware
statutory trust (the "Trust") on behalf of ABN
AMRO/River Road Dynamic Equity Income 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
Adviser's activities which are required to be
maintained by the Trust and (v) render regular reports
to the Trust's officers and Board of Trustees
concerning the Adviser's 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 setforth in the Fund's 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 Adviser's
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
0.70% of the Fund's 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 Trust's 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 Trust's 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 Fund's 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 thereunder.
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 Dynamic Equity
Income Fund
/s/ Xxxxx Xxxxxx
By: /s/ Xxxxxx Xxxxxxxxxx
Title:C.C.O.
ATTEST RIVER ROAD ASSET MANAGEMENT,
LLC
/s/ Xxxxx Xxxxxx
By: R. Xxxxxx Xxxx
Title: President
