EXHIBIT 5(a)
FORM OF INVESTMENT ADVISORY AGREEMENT
Alleghany/Blairlogie International Devoloped Fund
AGREEMENT made this ___ day of ________, 1998 by and between Alleghany
Funds, a Delaware business trust (the "Trust") on behalf of Alleghany/Blairlogie
International Developed Fund (the "Fund") and Blairlogie Capital Management (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.
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 0.60% 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 which 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 two years thereafter. 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) by 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. ALLEGHANY FUNDS for ATTEST ALLEGHANY/BLAIRLOGIE INTERNATIONAL
DEVELOPED FUND
By:
ATTEST BLAIRLOGIE CAPITAL MANAGEMENT
By: