EXHIBIT (E)(1)
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of this 27th day of September, 2001 (the
"Agreement") by and between ABN AMRO Funds, a Delaware business trust (the
"Company") and ABN AMRO Distribution Services (USA), Inc. (the "Distributor"), a
Delaware corporation.
WHEREAS, the Company is registered as a diversified, open-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"); and is currently offering units of beneficial interest
(such units of all series are hereinafter called the "Shares"), representing
interests in investment portfolios of the Company identified on Schedule A
hereto (the "Funds") which are registered with the Securities and Exchange
Commission (the "SEC") pursuant to the Company's Registration Statement on Form
N-1A (the "Registration Statement"); and
WHEREAS, the Company desires to retain the Distributor as distributor
for the Funds to provide for the sale and distribution of the Shares of the
Funds identified on Schedule A and for such additional classes or series as the
Company may issue, and the Distributor is prepared to provide such services
commencing on the date first written above.
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth herein and intending to be legally bound hereby the parties hereto
agree as follows:
1. SERVICE AS DISTRIBUTOR
1.1 The Distributor will act on behalf of the Company for the distribution
of the Shares covered by the Registration Statement under the
Securities Act of 1933, as amended (the "1933 Act"). The Distributor
will have no liability for payment for the purchase of Shares sold
pursuant to this Agreement or with respect to redemptions or
repurchases of Shares. The Company can withdraw the offering of Shares
at any time and without prior notice.
1.2 The Distributor agrees to use efforts deemed appropriate by the
Distributor to solicit orders for the sale of the Shares and will
undertake such advertising and promotion as it believes reasonable in
connection with such solicitation; provided, however, that each Fund
will bear the expenses incurred and other payments made in accordance
with the provisions of this Agreement and any plan now or hereafter
adopted with respect to any Fund pursuant to Rule 12b-1 under the 1940
Act (the "Plans"). To the extent that the Distributor receives
distribution and/or shareholder services fees under any Plan adopted by
the Company, the Distributor agrees to furnish, and/or enter into
arrangements with others for the furnishing of, marketing, sales,
personal and/or account maintenance services with respect to the
relevant shareholders of the Company as may be required pursuant to
such Plan. The Company understands that the Distributor is now, and may
in the future be, the distributor of the shares of several investment
companies or series (collectively, the "Investment Entities"),
including Investment Entities having investment objectives similar to
those of the Company. The Company further understands that investors
and potential investors in the Company may invest in shares of such
other Investment Entities. The Company agrees that the Distributor's
duties to such Investment
Entities shall not be deemed in conflict with its duties to the Company
under this Section 1.2.
1.3 The Distributor shall not utilize any materials in connection with the
sale or offering of Shares except the Company's prospectus and
statement of additional information and such other materials as the
Company shall provide or approve. The Company agrees to furnish the
Distributor with sufficient copies of any and all: agreements, plans,
communications with the public or other material with the Company
intends to use in connection with any sales of Shares, in adequate time
for the Distributor to file and clear such materials with the proper
authorities before they are put in use. The Distributor and the Company
may agree that any such material does not need to be filed subsequent
to distribution. In addition, the Company agrees not to use any such
materials until so filed and cleared for use, if required, by
appropriate authorities as well as by the Distributor.
1.4 All activities by the Distributor and its employees, as distributor of
the Shares, shall comply with all applicable laws, rules and
regulations, including, without limitation, all rules and regulations
made or adopted by the SEC or the National Association of Securities
Dealers, Inc.
1.5 The Distributor will transmit any orders received by it for purchase or
redemption of the Shares to the transfer agent for the Company.
1.6 Whenever in its judgment such action is warranted by unusual market,
economic or political conditions, the Company may decline to accept any
orders for, or make any sales of, the Shares until such time as the
Company deems it advisable to accept such orders and to make such
sales.
1.7 The Distributor may enter into selling agreements with selected dealers
or other institutions with respect to the offering of Shares to the
public. Each such selling agreement will provide (a) that all payments
for purchases of Shares will be sent directly from the dealer or such
other institution to the Funds' transfer agent and (b) that, if payment
is not made with respect to purchases of Shares at the customary or
required time for settlement of the transaction, the Distributor will
have the right to cancel the sale of the Shares ordered by the dealer
or such other institution, in which case the dealer or such other
institution will be responsible for any loss suffered by any Fund or
the Distributor resulting from such cancellation. The Distributor may
also act as disclosed agent for a Fund and sell Shares of that Fund to
individual investors, such transactions to be specifically approved by
an officer of that Fund.
1.8 The Company agrees at its own expense to execute any and all documents
and to furnish any and all information and otherwise to take all
actions that may be reasonably necessary to allow the sale of the
Shares in such states as the Distributor may designate. The Company
shall notify the Distributor in writing of the states in which the
Shares may be sold and shall notify the Distributor in writing of any
changes to the information contained in the previous notification.
1.9 The Company shall furnish from time to time, for use in connection with
the sale of the Shares, such information with respect to the Company
and the Shares as the Distributor may reasonably request; and the
Company warrants that the statements contained in any
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such information shall fairly show or represent what they purport to
show or represent. The Company shall also furnish the Distributor upon
request with: (a) audited annual statements and unaudited semi-annual
statements of a Fund's books and accounts prepared by the Company and
(b) from time to time such additional information regarding the
financial condition of the Company as the Distributor may reasonably
request.
1.10 The Company represents to the Distributor that the Registration
Statement and prospectuses filed by the Company with the SEC under the
1933 Act with respect to the Shares have been prepared in conformity
with the requirements of the 1933 Act and the rules and regulations of
the SEC thereunder. As used in this Agreement, the term "Registration
Statement" shall mean the Registration Statement and any prospectus and
any statement of additional information relating to the Company filed
with the SEC as in effect from time to time and any amendments or
supplements thereto filed with the SEC. Except as to information
included in the Registration Statement in reliance upon information
provided to the Company by the Distributor or any affiliate of the
Distributor, the Company represents and warrants to the Distributor
that the Registration Statement, when such Registration Statement
becomes effective, will contain statements required to be stated
therein in conformity with the 1933 Act and the rules and regulations
of the SEC; that all statements of fact contained in any such
Registration Statement will be true and correct when such Registration
Statement becomes effective; and that no Registration Statement when
such Registration Statement becomes effective will include an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading
to a purchaser of the Shares. The Distributor may but shall not be
obligated to propose from time to time such amendment or amendments to
any Registration Statement and such supplement or supplements to any
prospectus as, in the light of future developments, may, in the opinion
of the Distributor's counsel, be necessary or advisable. The
Distributor shall promptly notify the Company of any advice given to it
by its counsel regarding the necessity or advisability of amending or
supplementing such Registration Statement. If the Company shall not
propose such amendment or amendments and/or supplement or supplements
within fifteen days after receipt by the Company of a written request
from the Distributor to do so, the Distributor may, at its option,
terminate this Agreement. The Company shall not file any amendment to
any Registration Statement or supplement to any prospectus without
giving the Distributor reasonable notice thereof in advance; provided,
however, that nothing contained in this Agreement shall in any way
limit the Company's right to file at any time such amendments to any
Registration Statements and/or supplements to any prospectus, of
whatever character, as the Company may deem advisable, such right being
in all respects absolute and unconditional.
1.11 The Company authorizes the Distributor to use any prospectus or
statement of additional information in the form furnished from time to
time in connection with the sale of the Shares. The Company agrees to
indemnify and hold harmless the Distributor, its officers, directors,
and employees, and any person who controls the Distributor within the
meaning of Section 15 of the 1933 Act, free and harmless from and
against any and all claims, costs, expenses (including reasonable
attorneys' fees) losses, damages, charges, payments and liabilities of
any sort or kind which the Distributor, its officers, directors,
employees or any such controlling person may incur, directly or
indirectly, under the
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1933 Act, under any other statute, at common law or otherwise, arising
out of or based upon:
(a) any untrue statement or alleged untrue statement of a material fact
contained in the Company's Registration Statement, prospectus,
statement of additional information, or sales literature (including
amendments and supplements thereto), or
(b) any omission or alleged omission to state a material fact required
to be stated in the Company's Registration Statement, prospectus,
statement of additional information or sales literature (including
amendments or supplements thereto), necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, provided, however, that insofar as losses, claims, damages,
liabilities or expenses arise out of or are based upon any such untrue
statement or omission or alleged untrue statement or omission made in
reliance on and in conformity with information furnished to the Company
by the Distributor or its affiliated persons for use in the Company's
Registration Statement, prospectus, or statement of additional
information or sales literature (including amendments or supplements
thereto), such indemnification is not applicable.
The Company acknowledges and agrees that in the event that the
Distributor is required to give indemnification comparable to that set
forth in this Section 1.11 to any broker-dealer or other entity selling
Shares of the Company and such broker-dealer or other entity shall make
a claim for indemnification against the Distributor, the Distributor
shall make a similar claim for indemnification against the Company.
1.12 The Distributor agrees to indemnify and hold harmless the Company, its
officers, trustees, and employees, and any person who controls the
Company within the meaning of Section 15 of the 1933 Act, free and
harmless from and against any and all claims, costs, expenses
(including reasonable attorneys' fees) losses, damages, charges,
payments and liabilities of any sort or kind which the Company, its
officers, trustees, employees or any such controlling person may incur,
directly or indirectly, under the 1933 Act, under any other statute, at
common law or otherwise, arising out of or based upon:
(a) any untrue statement or alleged untrue statement of a material fact
contained in the Company's Registration Statement, prospectus,
statement of additional information, or sales literature (including
amendments and supplements thereto), provided that such untrue
statement or alleged untrue statement was made in reliance on and in
conformity with information furnished to the Company by the Distributor
for use in the Company's Registration Statement, prospectus, statement
of additional information or sales literature (including any amendments
or supplements), or
(b) any omission or alleged omission to state a material fact required
to be stated in the Company's Registration Statement, prospectus,
statement of additional information or sales literature (including
amendments or supplements thereto), necessary to make the statements
therein not misleading, provided, that such omission or alleged
omission to state a material fact was made in reliance on and in
conformity with information furnished to the Company by the Distributor
for use in the Company's Registration Statement, prospectus, or
statement of additional information or sales literature (including
amendments or supplements thereto).
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1.13 In any case in which one party hereto (the "Indemnifying Party") may be
asked to indemnify or hold the other party hereto (the "Indemnified
Party") harmless, the Indemnified Party will notify the Indemnifying
Party promptly after identifying any situation which it believes
presents or appears likely to present a claim for indemnification (an
"Indemnification Claim") against the Indemnifying Party, and shall keep
the Indemnifying Party advised with respect to all developments
concerning such situation. The Indemnifying Party shall have the option
to defend the Indemnified Party against any Indemnification Claim which
may be the subject of this indemnification, and, in the event that the
Indemnifying Party so elects, such defense shall be conducted by
counsel chosen by the Indemnifying Party and satisfactory to the
Indemnified Party, and thereupon the Indemnifying Party shall take over
complete defense of the Indemnification Claim and the Indemnified Party
shall sustain no further legal or other expenses in respect of such
Indemnification Claim. The Indemnified Party will not confess any
Indemnification Claim or make any compromise in any case in which the
Indemnifying Party will be asked to provide indemnification, except
with the Indemnifying Party's prior written consent. The obligations of
the parties hereto under this Section 1.12 and Section 3.1 shall
survive the termination of this Agreement.
In the event that the Indemnifying Party does not elect to assume the
defense of any such suit, or in case the Indemnified Party reasonably
does not approve of counsel chosen by the Indemnifying Party, the
Indemnifying Party will reimburse the Indemnified Party, its officers,
directors and employees, or the controlling person or persons named as
defendant or defendants in such suit, for the fees and expenses of any
counsel retained by the Indemnified Party or them. The Indemnifying
Party's indemnification agreement contained in this Section 1.12 and
Section 3.1 and the Indemnifying Party's representations and warranties
in this Agreement shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the Indemnified
Party, its officers, directors and employees, or any controlling
person. This agreement of indemnity will inure exclusively to the
Indemnified Party's benefit, to the benefit of its several officers,
directors and employees, and their respective estates and to the
benefit of the controlling persons and their successors. The Company
agrees promptly to notify the Distributor of the commencement of any
litigation or proceedings against the Company or any of its officers or
affiliates in connection with the issue and sale of any Shares.
1.14 No Shares shall be offered by either the Distributor or the Company
under any of the provisions of this Agreement and no orders for the
purchase or sale of Shares hereunder shall be accepted by the Company
if and so long as effectiveness of the Registration Statement then in
effect or any necessary amendments thereto shall be suspended under any
of the provisions of the 1933 Act, or if and so long as a current
prospectus as required by Section 5(b)(2) of the 1933 Act is not on
file with the SEC; provided, however, that nothing contained in this
Section 1.14 shall in any way restrict or have any application to or
bearing upon the Company's obligation to redeem Shares tendered for
redemption by any shareholder in accordance with the provisions of the
Company's Registration Statement, Declaration of Trust, bylaws or the
0000 Xxx.
1.15 The Company agrees to advise the Distributor as soon as reasonably
practical by a notice in writing delivered to the Distributor:
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(a) of any request by the SEC for amendments to the Registration
Statement, prospectus or statement of additional information then in
effect;
(b) in the event of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement, prospectus
or statement of additional information then in effect or the initiation
by service of process on the Company of any proceeding for that
purpose; and
(c) of the happening of any event that makes untrue any statement of a
material fact made in the Registration Statement, prospectus or
statement of additional information then in effect or that requires the
making of a change in such Registration Statement, prospectus or
statement of additional information in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.
1.16 The Distributor agrees to be responsible for implementing and operating
the Plans in accordance with the terms thereof.
2. TERM
2.1 This Agreement shall become effective upon the closing of the
reorganiztion of Alleghany Funds and ABN AMRO Funds, and, unless sooner
terminated as provided herein, shall continue until December 31, 2001
and thereafter shall be renewed for successive one-year terms, provided
such continuance is specifically approved at least annually by (i) the
Company's Board of Trustees or (ii) by a vote of a majority (as defined
in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting
securities of the Company, provided that in either event the
continuance is also approved by a majority of the Trustees who are not
parties to this Agreement and who are not interested persons (as
defined in the 0000 Xxx) of any party to this Agreement, by vote cast
in person at a meeting called for the purpose of voting on such
approval. This Agreement is terminable without penalty, on at least
sixty days' written notice, by the Company's Board of Trustees, by vote
of a majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of
the outstanding voting securities of the Company, or by the
Distributor. This Agreement will also terminate automatically in the
event of its assignment (as defined in the 1940 Act and the rules
thereunder).
2.2 In the event a termination notice is given by the Company, all expenses
associated with movement of records and materials and conversion
thereof will be borne by the Company.
3. LIMITATION OF LIABILITY
3.1 The Distributor shall not be liable to the Company for any error of
judgment or mistake of law or for any loss suffered by the Company in
connection with the performance of its obligations and duties under
this Agreement, except a loss resulting from the Distributor's willful
misfeasance, bad faith or negligence in the performance of such
obligations and duties, or by reason of its reckless disregard thereof.
The Company will indemnify the Distributor against and hold it harmless
from any and all claims, costs, expenses (including reasonable
attorneys' fees), losses, damages,
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charges, payments and liabilities of any sort or kind which may be
asserted against the Distributor for which the Distributor may be held
to be liable in connection with this Agreement or the Distributor's
performance hereunder (a "Section 3.1 Claim"), unless such Section 3.1
Claim resulted from a negligent act or omission to act, bad faith,
willful misfeasance or reckless disregard by the Distributor in the
performance of its duties hereunder. The Distributor will indemnify the
Company against and hold it harmless from any and all claims, costs,
expenses (including reasonable attorneys' fees), losses, damages,
charges, payments and liabilities of any sort or kind which may be
asserted against the Company for which the Company may be held to be
liable in connection with this Agreement or the Distributor's
performance hereunder (a "Section 3.1 Claim"), provided that such
Section 3.1 Claim resulted from a negligent act or omission to act, bad
faith, willful misfeasance or reckless disregard by the Distributor in
the performance of its duties hereunder. The obligations of the parties
hereto under this Section 3.1 shall survive termination of this
Agreement.
3.2 Neither party may assert any cause of action against the other party
under this Agreement that occurred more than two (2) years prior to the
filing of the suit (or commencement of arbitration proceedings)
alleging such cause of action.
3.3 Each party shall have the duty to mitigate damages for which the other
party may become responsible.
3.4 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL EITHER PARTY, THEIR AFFILIATES OR ANY OF THEIR DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR
CONSEQUENTIAL DAMAGES.
4. EXCLUSION OF WARRANTIES
THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, THE DISTRIBUTOR DISCLAIMS ALL OTHER REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE COMPANY, A FUND OR ANY
OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SERVICES OR
ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS
AGREEMENT.
5. MODIFICATIONS AND WAIVERS
No change, termination, modification, or waiver of any term or
condition of the Agreement shall be valid unless in writing signed by
each party. No such writing shall be effective as against the
Distributor unless said writing is executed by a Senior Vice President,
Executive Vice President or President of the Distributor. A party's
waiver of a breach of any term or condition in the Agreement shall not
be deemed a waiver of any subsequent breach of the same or another term
or condition.
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6. NO PRESUMPTION AGAINST DRAFTER
The Distributor and the Company have jointly participated in the
negotiation and drafting of this Agreement. The Agreement shall be
construed as if drafted jointly by the Company and the Distributor, and
no presumptions arise favoring any party by virtue of the authorship of
any provision of this Agreement.
7. PUBLICITY
Neither the Distributor nor the Company shall release or publish news
releases, public announcements, advertising or other publicity relating
to this Agreement or to the transactions contemplated by it without
prior review and written approval of the other party; provided,
however, that either party may make such disclosures as are required by
legal, accounting or regulatory requirements after making reasonable
efforts in the circumstances to consult in advance with the other
party.
8. SEVERABILITY
The parties intend every provision of this Agreement to be severable.
If a court of competent jurisdiction determines that any term or
provision is illegal or invalid for any reason, the illegality or
invalidity shall not affect the validity of the remainder of this
Agreement. In such case, the parties shall in good faith modify or
substitute such provision consistent with the original intent of the
parties. Without limiting the generality of this paragraph, if a court
determines that any remedy stated in this Agreement has failed of its
essential purpose, then all other provisions of this Agreement,
including the limitations on liability and exclusion of damages, shall
remain fully effective.
9. FORCE MAJEURE
No party shall be liable for any default or delay in the performance of
its obligations under this Agreement if and to the extent such default
or delay is caused, directly or indirectly, by (i) fire, flood,
elements of nature or other acts of God; (ii) any outbreak or
escalation of hostilities, war, riots or civil disorders in any
country, (iii) any act or omission of the other party or any
governmental authority; (iv) any labor disputes (whether or not the
employees' demands are reasonable or within the party's power to
satisfy); or (v) nonperformance by a third party or any similar cause
beyond the reasonable control of such party, including without
limitation, failures or fluctuations in telecommunications or other
equipment. In any such event, the non-performing party shall be excused
from any further performance and observance of the obligations so
affected only for so long as such circumstances prevail and such party
continues to use commercially reasonable efforts to recommence
performance or observance as soon as practicable.
10. MISCELLANEOUS
10.1 Any notice or other instrument authorized or required by this Agreement
to be given in writing to the Company or the Distributor shall be
sufficiently given if addressed to the
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party and received by it at its office set forth below or at such other
place as it may from time to time designate in writing.
To the Company:
ABN AMRO Funds
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
To the Distributor:
ABN AMRO Distribution Services (USA), Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
10.2 The laws of the State of Delaware, excluding the laws on conflicts of
laws, and the applicable provisions of the 1940 Act shall govern the
interpretation, validity, and enforcement of this Agreement. To the
extent the provisions of Delaware law or the provisions hereof conflict
with the 1940 Act, the 1940 Act shall control. All actions arising from
or related to this Agreement shall be brought in the state and federal
courts sitting in the City of Wilmington, Delaware, and the Distributor
and the Company hereby submit themselves to the exclusive jurisdiction
of those courts.
10.3 This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
10.4 The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
10.5 This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and is not intended
to confer upon any other person any rights or remedies hereunder.
10.6 Pursuant to Section 2.10 of the Trust Instrument dated September 8,
1993 as filed with the Secretary of State of the State of Delaware on
September 10, 1993, the obligations of the Company stated under this
Agreement are limited to the assets of the Company or the Funds, as the
case may be, and each shareholder of the Company and of each Fund shall
not be personally liable for any debts, liabilities, obligations and
expenses arising hereunder.
11. CONFIDENTIALITY
11.1 The parties agree that the Proprietary Information (defined below) and
Confidential Information as defined in Section 11.3 below (collectively
"Confidential Information") are confidential information of the parties
and their respective licensers. The Company and the Distributor shall
exercise reasonable care to safeguard the confidentiality of the
Confidential Information of the other. The Company and the Distributor
may each use
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the Confidential Information only to exercise its rights or perform its
duties under this Agreement. Except as may be required by law, the
Company and the Distributor shall not duplicate, sell or disclose to
others the Confidential Information of the other, in whole or in part,
without the prior written permission of the other party. The Company
and the Distributor may, however, disclose Confidential Information to
its employees who have a need to know the Confidential Information to
perform work for the other, provided that each shall use reasonable
efforts to ensure that the Confidential Information is not duplicated
or disclosed by its employees in breach of this Agreement. The Company
and the Distributor may also disclose the Confidential Information to
independent contractors, auditors and professional advisors, if
necessary. Notwithstanding the previous sentence, in no event shall
either the Company or the Distributor disclose the Confidential
Information to any competitor of the other without specific, prior
written consent.
11.2 Proprietary Information means:
(a) any data or information that is competitively sensitive material,
and not generally known to the public, including, but not limited to,
information about product plans, marketing strategies, finance,
operations, customer relationships, customer profiles, sales estimates,
business plans, and internal performance results relating to the past,
present or future business activities of the Company or the
Distributor, their respective subsidiaries and affiliated companies and
the customers, clients and suppliers of any of them;
(b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and
secret in the sense that its confidentiality affords the Company or the
Distributor a competitive advantage over its competitors: and
(c) all confidential or proprietary concepts, documentation, reports,
data, specifications, computer software, source code, object code, flow
charts, databases, inventions, know-how, show-how and trade secrets,
whether or not patentable or copyrightable.
11.3 Confidential Information includes, without limitation, all documents,
inventions, substances, engineering and laboratory notebooks, drawings,
diagrams, specifications, bills of material, equipment, prototypes and
models, and any other tangible manifestation of the foregoing of either
party which now exist or come into the control or possession of the
other.
11.4 The Parties acknowledge that breach of the restrictions on use,
dissemination or disclosure of any Confidential Information would
result in immediate and irreparable harm, and money damages would be
inadequate to compensate the other party for that harm. The
non-breaching party shall be entitled to equitable relief, in addition
to all other available remedies, to redress any such breach.
11.5 Notwithstanding anything provision herein to the contrary, each party
hereto agrees that any Non-Public Personal Information, as defined
under Section 248.3(t) of Regulation S-P, promulgated under the
Xxxxx-Xxxxx-Xxxxxx Act (the "Act"), disclosed by a party hereunder is
for the specific purpose of permitting the other party to perform the
services set forth in this Agreement. Each party agrees that, with
respect to such information, it
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will comply with Regulation S-P and the Act and that it will not
disclose any Non-Public Personal Information received in connection
with this Agreement to any other party, except to the extent necessary
to carry out the services set forth in this Agreement or as otherwise
permitted by Regulation S-P or the Act.
12. ENTIRE AGREEMENT
This Agreement, including all Schedules hereto, constitutes the entire
agreement between the parties with respect to the subject matter hereof
and supersedes all prior and contemporaneous proposals, agreements,
contracts, representations, and understandings, whether written or
oral, between the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
ABN AMRO FUNDS
/s/ Xxxxxx Xxxxxxxxxx
-------------------------
ABN AMRO DISTRIBUTION SERVICES (USA), INC.
/s/ Xxxxx X. Xxxxxxxxxxx
-------------------------
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SCHEDULE A
to the Distribution Agreement
between ABN AMRO Funds and
ABN AMRO Distribution Services (USA), Inc.
Name of Funds
ABN AMRO/Chicago Capital Money Market Fund
ABN AMRO/Chicago Capital Municipal Bond Fund
ABN AMRO/Chicago Capital Bond Fund
ABN AMRO/Chicago Capital Balanced Fund
ABN AMRO/Talon Mid Cap Fund
ABN AMRO/Chicago Capital Growth Fund
ABN AMRO/Chicago Capital Small Cap Value Fund
ABN AMRO/Veredus Aggressive Growth Fund
ABN AMRO/Montag & Xxxxxxxx Balanced Fund
ABN AMRO/Montag & Xxxxxxxx Growth Fund
Blairlogie International Developed Fund
Blairlogie Emerging Markets Fund
ABN AMRO/Veredus SciTech Fund
ABN AMRO/TAMRO Large Cap Value Fund
ABN AMRO/TAMRO Small Cap Fund
ABN AMRO Real Estate Fund
ABN AMRO Europe Equity Fund
ABN AMRO Latin America
ABN AMRO Asian Tigers Fund
ABN AMRO Value Fund
ABN AMRO International Equity Fund
ABN AMRO Small Cap Fund
ABN AMRO Growth Fund
ABN AMRO Treasury Money Market Fund
ABN AMRO Government Money Market Fund
ABN AMRO Tax-Exempt Money Market Fund
ABN AMRO Money Market Fund
ABN AMRO Institutional Prime Money Market Fund
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