EXHIBIT (d) (28)
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ABN AMRO ASSET MANAGEMENT (USA) LLC
AND SOSNOFF XXXXXXXX XXXXXX CORPORATION
SUB-INVESTMENT ADVISORY AGREEMENT (the "Agreement") made this ___ day
of ____________, 2002, by and between ABN AMRO Asset Management (USA) LLC
(hereinafter referred to as the "Investment Adviser") and Sosnoff Xxxxxxxx
Xxxxxx Corporation (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 ____________ 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:
With a copy to:
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
By:
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ATTEST: SOSNOFF XXXXXXXX XXXXXX CORPORATION
By:
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SCHEDULE A SUMMARY
Effective December ___ , 2002
_______________________FUND
