EXHIBIT (d) (25)
FORM OF INVESTMENT ADVISORY AGREEMENT
ABN AMRO/RIVER ROAD SMALL CAP VALUE FUND
AGREEMENT made this __ day of ____, 2005 by and between ABN AMRO FUNDS, a
Delaware statutory trust (the "Trust") on behalf of ABN AMRO/RIVER ROAD SMALL
CAP VALUE FUND (the "Fund") and RIVER ROAD ASSET MANAGEMENT, 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 0.90% 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 until December 31, 2005. 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/RIVER ROAD SMALL CAP VALUE FUND
________________________________ By: ___________________________________
Title: ________________________________
ATTEST RIVER ROAD ASSET MANAGEMENT, LLC
_________________________________ By: ___________________________________
Title: ________________________________
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