Exhibit (d)(23)
AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT
This AMENDMENT NO. 1, dated the 1st day of March, 2004, is made by and
between ABN AMRO FUNDS, a Delaware statutory trust (the "Trust") on behalf of
ABN AMRO Investment Grade Bond Fund (the "Fund"), and ABN AMRO ASSET MANAGEMENT,
INC. (the "Adviser").
WITNESSETH THAT:
WHEREAS, the Trust has entered into an Investment Advisory Agreement (the
"Agreement") with the Adviser, dated June 17, 2002, wherein the Trust retains
the Adviser to render investment advisory services to the Fund, and the Adviser
agrees to furnish such services to the Fund; and
WHEREAS, the Trust and the Adviser wish to amend the Agreement to decrease
the compensation payable to the Adviser under the Agreement.
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the Fund and the Adviser to amend Section
4 of the Investment Advisory Agreement as follows:
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 0.50% 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.
Except as set forth above, the Agreement shall remain unchanged and in
full force and in effect and is hereby ratified and confirmed in all respects as
amended.
This Amendment shall take effect upon the day and month first written
above.
IN WITNESS WHEREOF, the Trust and Adviser hereto have caused this
Amendment to be signed by their duly authorized officers of the day and month
first written above.
ABN AMRO FUNDS for
ABN AMRO ABN AMRO INVESTMENT GRADE BOND
FUND
By: /s/ Xxxxxx Xxxxxxxxxx /s/
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Title: C.O.O.
ABN AMRO ASSET MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxx /s/
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Title: C.F.O.
