EXHIBIT (d)(32)
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ABN AMRO ASSET MANAGEMENT, INC.
AND OPTIMUM INVESTMENT ADVISORS LP
SUB-INVESTMENT ADVISORY AGREEMENT (the "Agreement") made this 22nd day of
December, 2003, by and between ABN AMRO Asset Management, Inc. (hereinafter
referred to as the "Investment Adviser") and Optimum Investment Advisors LP
(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 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 Mid Cap Fund (hereinafter referred to as the "Fund"), a
series of the ABN AMRO Funds (hereinafter referred to as the "Trust"), subject
to oversight by the 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), as provided to the
Sub-Adviser by the Investment Adviser. The Sub-Adviser further agrees that it:
(a) In all matters relating to the performance of this
Agreement, Sub-Adviser shall act in conformity with the
Trust's Trust Instrument, bylaws and currently effective
registration statements under the 1940 Act and the 1933 Act
and any amendments or supplements thereto (the "Registration
Statements") and with the written policies, procedures and
guidelines of the Fund, and written instructions and
directions of the Trustees of the Trust and shall comply with
the requirements of the 1940 Act, the Advisers Act, the rules
thereunder, and all other applicable federal and state laws
and regulations. The Trust agrees to provide Sub-Adviser with
copies of the Trust's Trust Instrument, bylaws, Registration
Statements, written policies, procedures and guidelines, and
written instructions and directions of the Trustees, and any
amendments or supplements to any of them at, or, if
practicable, before the time such materials become effective.
(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 Trust. Subject
to policies established by the 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 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 be responsible for voting all proxies of the
Fund in accordance with the Proxy Voting Policies and
Guidelines of Sub-Adviser (the "Proxy Policy"), provided that
such Proxy Policy and any amendments thereto are furnished to
the Trust.
(f) 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.
(g) maintain books and records with respect to the
securities transactions for the Fund and proxy voting record
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 or
other 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. Sub-Adviser further agrees to maintain the Fund's
proxy voting record in a form mutually agreeable between the parties and which
contains the information required by Form N-PX under the Act.
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 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, Inc.
000 Xxxxx Xxxxx Xxxxxx -0xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx
Facsimile: (000) 000-0000
To the Sub-Adviser at:
Optimum Investment Advisors LP
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: H. Steel Bokhof, Jr.
Facsimile: (000) 000-0000
To the Fund or the Trust at:
The ABN AMRO Funds
000 Xxxxx Xxxxx Xxxxxx - 00XX
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.
ABN AMRO ASSET MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Title: Exec. V.P. & CFO
OPTIMUM INVESTMENT ADVISORS LP
By: /s/ H. Steel Bokhof, Jr.
------------------------------
Title: Vice Chairman
SCHEDULE A
EFFECTIVE DECEMBER 22, 2003
ABN AMRO MID CAP FUND
Investment Adviser will pay to Sub-Adviser a fee at an annual rate equal to 0.30
of 1% per annum on the first $ 100 million of the Fund's average daily net
assets; 0.25 of 1% per annum on the next $300 million of the Fund's average
daily net assets; and 0.20 of 1% per annum on the Fund's average daily net
assets over $400 million. The fee shall be payable monthly in arrears.