INVESTMENT ADVISORY AGREEMENT
ABN AMRO Mid Cap Growth Fund
AGREEMENT made this 24th day of August, 2005 by
and between ABN AMRO Funds, a Delaware statutory
trust (the Trust) on behalf of ABN AMRO Mid Cap
Growth Fund (the Fund) and ABN AMRO Asset
Management, Inc. (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 0.80% 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 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, 2006. This
Agreement may continue in effect after its initial term
only if such continuance is approved at least annually by
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.
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 ABN AMRO Mid Cap Growth
Fund
ATTEST
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Title:C.C.O.
ATTEST ABN AMRO ASSET MANAGEMENT,
INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Title: Exec VP & CFO
