EXHIBIT (D)(26)
FORM OF
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ABN AMRO ASSET MANAGEMENT (USA) LLC
AND MFS INSTITUTIONAL ADVISORS, INC.
SUB-INVESTMENT ADVISORY AGREEMENT (the "Agreement") made this ___ day
of ____________, 2001, by and between ABN AMRO Asset Management (USA) LLC
(hereinafter referred to as the "Investment Adviser") and MFS Institutional
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 Value 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 or of the Fund 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
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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
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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: MFS Institutional Advisors, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
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Facsimile: (000) 000-0000
With a copy to:
Xxxxxx X. Xxxxx
Xxxxxxxxx: (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
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By:
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ATTEST: MFS INSTITUTIONAL ADVISORS, INC.
By:
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SCHEDULE A SUMMARY
Effective December ___ , 2001
ABN AMRO VALUE FUND
Investment Adviser will pay to Sub-Adviser an annual fee equal to 0.40
of 1% per annum on the first $250 million of the Fund's average daily net
assets; 0.35 of 1% per annum on the next $250 million of the Fund's average
daily net assets; and 0.325 of 1% per annum on the Fund's average daily net
assets between $500 million and $900 million.
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