EXHIBIT (D)(22)
FORM OF INVESTMENT ADVISORY AGREEMENT
ABN AMRO EMERGING MARKETS FUND
AGREEMENT made this ___ day of ________, 2002 by and between ABN AMRO
FUNDS, a Delaware business trust (the "Trust") on behalf of ABN AMRO EMERGING
MARKETS FUND (the "Fund") and ABN AMRO ASSET MANAGEMENT (USA) 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 set forth 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.
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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 1.25% 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.
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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 for a period of [one/two] years. 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.
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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 EMERGING MARKETS FUND
_____________________________ By:____________________________________
Title:_________________________________
ATTEST ABN AMRO ASSET MANAGEMENT (USA) LLC
_____________________________ By:____________________________________
Title:_________________________________
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