EXHIBIT (d)(23)
INVESTMENT ADVISORY AGREEMENT
ABN AMRO HIGH YIELD BOND FUND
AGREEMENT made this 30th day of June, 2003 by and between ABN AMRO
FUNDS, a Delaware statutory trust (the "Trust") on behalf of ABN AMRO HIGH YIELD
BOND 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.
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 0.45%
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 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 15I
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, 2004. 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 15I 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.
ABN AMRO FUNDS for
ATTEST ABN AMRO HIGH YIELD BOND FUND
/s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: C.O.O.
ATTEST ABN AMRO ASSET MANAGEMENT (USA) LLC
/s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Exec. V.P. & CFO
