Aberdeen Funds Sample Contracts

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ABERDEEN FUNDS
Expense Limitation Agreement • January 18th, 2008 • Aberdeen Funds
EXHIBIT A to the Expense Limitation Agreement between ABERDEEN FUNDS and ABERDEEN ASSET MANAGEMENT INC. Effective as of February 7, 2008*
Aberdeen Funds • October 28th, 2009

* Effective for two years from the commencement of operations of the Funds, as most recently approved at the September 9, 2009 Board Meeting. These expense limitations may be revised, after the expiration of the agreed upon term, if mutually agreed upon by the parties. They may also be revised to increase the limitations at anytime if mutually agreed upon by the parties.

SUBADVISORY AGREEMENT
Subadvisory Agreement • February 28th, 2019 • Aberdeen Funds • Delaware

THIS AGREEMENT is made and entered into as of the 4th day of May, 2018 by and among ABERDEEN FUNDS (the “Trust”), a Delaware statutory trust, ABERDEEN ASSET MANAGEMENT INC. (the “Adviser”) a Delaware corporation registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and ABERDEEN ASSET MANAGERS LIMITED, a United Kingdom corporation (the “Subadviser”), and also registered under the Advisers Act.

JP MORGAN GLOBAL CUSTODY AGREEMENT BETWEEN [THE CUSTOMER] AND JPMORGAN CHASE BANK, N.A.
Global Custody Agreement • January 18th, 2008 • Aberdeen Funds • New York
UNDERWRITING AGREEMENT BETWEEN ABERDEEN FUNDS AND ABERDEEN FUND DISTRIBUTORS, LLC
Underwriting Agreement • January 18th, 2008 • Aberdeen Funds • Delaware
TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN ABERDEEN FUNDS, ON BEHALF OF EACH OF THE ENTITIES, INDIVIDUALLY AND NOT JOINTLY, AS LISTED ON SCHEDULE A AND BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency and Service Agreement • August 12th, 2011 • Aberdeen Funds • Massachusetts

THIS AGREEMENT made as of the 3rd day of June 2011, by and between ABERDEEN FUNDS, a Delaware statutory trust, ON BEHALF OF EACH OF THE ENTITIES, INDIVIDUALLY AND NOT JOINTLY, as listed on Schedule A, having their principal office and place of business at 1735 Market Street, 32nd Floor, Philadelphia, PA 19103 (collectively, the “Funds” and individually, the “Fund”) and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2000 Crown Colony Drive, Quincy, Massachusetts 02169 (the “Transfer Agent”).

DEALER AGREEMENT
Dealer Agreement • February 28th, 2019 • Aberdeen Funds • Delaware

AGREEMENT, made as of this day of , 20 , by and between Aberdeen Fund Distributors LLC (“Distributor”) and (“Dealer”) whereby Dealer agrees to participate in the distribution of the shares (“Shares”) of any and all current and future series and classes of the Aberdeen Funds, a Delaware Statutory Trust and the Aberdeen Investment Funds, a Massachusetts Business Trust (the “Funds”) (i) that are effective or become effective with the U.S. Securities and Exchange Commission; (ii) that are available for sale; and (iii) for which a Distribution Plan pursuant to Rule 12b-1 of the Investment Company Act of 1940, as amended (the “1940 Act”), is in place for Shares of such series and class (each such series, a “Fund”). Dealer also agrees to provide distribution and shareholder services to the Funds subject to the following terms and conditions.

SUBADVISORY AGREEMENT
Subadvisory Agreement • October 4th, 2010 • Aberdeen Funds • Delaware

THIS AGREEMENT is made and entered into as of the 7th day of February, 2008, as amended September 6, 2010, by and among ABERDEEN FUNDS (the “Trust”), a Delaware statutory trust, ABERDEEN ASSET MANAGEMENT INC. (the “Adviser”) a Delaware corporation registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and ABERDEEN ASSET MANAGEMENT INVESTMENT SERVICES LIMITED, a United Kingdom corporation (the “Subadviser”), and also registered under the Advisers Act.

SERVICING AGREEMENT ABERDEEN FUNDS
Servicing Agreement • February 28th, 2019 • Aberdeen Funds • Delaware

Agreement, made as of this day of , 20 between Aberdeen Funds (the “Trust”), Aberdeen Standard Investments Inc. (formerly, Aberdeen Asset Management Inc.) (“ASI”) as investment adviser to the series of the Trust, and , whereby you agree to provide certain administrative support services to your customers who may from time to time be the record or beneficial owners of shares (such shares referred to herein as the “Shares”) of any and all current and future series and classes of Aberdeen Funds (the “Trust”) (i) that are effective or become effective with the U.S. Securities and Exchange Commission; (ii) that are available for sale; and (iii) for which an Administrative Services Plan is in place for Shares of such series and class (each such series, a “Fund”) subject to the following terms and conditions:

AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • July 12th, 2010 • Aberdeen Funds • Massachusetts

This Amended and Restated Master Custodian Agreement (the “Agreement”) is made as of June 1, 2010 by and among each management investment company identified on Appendix A hereto (each such management investment company and each management investment company made subject to this Agreement in accordance with Section 21.5 below, shall hereinafter be referred to as a “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

SERVICING AGREEMENT ABERDEEN FUNDS
Servicing Agreement • March 7th, 2013 • Aberdeen Funds • Delaware

Agreement, made as of this day of , 2013 between Aberdeen Funds (the “Trust”) and , whereby you agree to provide certain administrative support services to your customers who may from time to time be the record or beneficial owners of shares (such shares referred to herein as the “Shares”) of any and all current and future series and classes of Aberdeen Funds (the “Trust”) (i) that are effective or become effective with the U.S. Securities and Exchange Commission; (ii) that are available for sale; and (iii) for which an Administrative Services Plan is in place for Shares of such series and class (each such series, a “Fund”) subject to the following terms and conditions:

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 25th, 2015 • Aberdeen Funds • Delaware

THIS AGREEMENT is made and entered into as of the 13th day of November, 2015 by and between ABERDEEN FUNDS (the “Trust”), a Delaware statutory trust, and ABERDEEN ASSET MANAGEMENT INC. (the “Adviser”), a Delaware corporation registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

Amended and Restated AGREEMENT AND DECLARATION OF TRUST of Aberdeen Funds a Delaware Statutory Trust Formed September 27, 2007 As amended December 12, 2007
Agreement and Declaration of Trust • March 13th, 2008 • Aberdeen Funds • Delaware

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made this 12th day of December, 2007, by the Trustees hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided, and amends and restates the original Agreement and Declaration of Trust dated September 27, 2007 (the “Original Declaration of Trust”) pursuant to Article IX, Section 1, of such Original Declaration of Trust, as hereinafter provided.

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 28th, 2019 • Aberdeen Funds • Delaware

THIS AGREEMENT is made and entered into as of the 4th day of May, 2018 by and between ABERDEEN FUNDS (the “Trust”), a Delaware statutory trust, and ABERDEEN ASSET MANAGEMENT INC. (the “Adviser”), a Delaware corporation registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

ABERDEEN FUNDS EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • February 28th, 2019 • Aberdeen Funds • Delaware

AGREEMENT made as of March 6, 2018 by and between Aberdeen Funds Trust (the “Trust”), on behalf of the series listed on Schedule A (individually a “Fund” and collectively the “Funds”), and Aberdeen Asset Management Inc. (the “Adviser”):

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 29th, 2016 • Aberdeen Funds • Delaware

THIS AGREEMENT is executed this 8th day of February, 2016, with effectiveness after the close of business on February 26, 2016, by and between AAS II OFFSHORE FUND, LTD. (the “Fund”), a Cayman Islands exempted company and ABERDEEN ASSET MANAGEMENT INC. (the “Adviser”), a Delaware corporation registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 15th, 2017 • Aberdeen Funds • Delaware

AMENDMENT, effective as of the 15th day of November, 2017 between ABERDEEN FUNDS (the “Trust”) and ABERDEEN ASSET MANAGEMENT INC. (the “Adviser”) to that certain Investment Advisory Agreement dated February 7, 2008, as amended (the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

State Street Bank and Trust Company
Sub-Administration Agreement • December 23rd, 2021 • Aberdeen Funds
FORM OF FUND SERVICES AGREEMENT]
Fund Services Agreement • October 15th, 2015 • Aberdeen Funds • New York

This Agreement, dated , 2012, is among [ ] and each Fund set forth in Schedule A hereto (collectively, the “Customer”), on behalf of each of the Funds listed in Exhibit , severally and not jointly, and JPMORGAN CHASE BANK, N. A. with a place of business at One Beacon Street, Boston, Massachusetts 02108 (“J.P. Morgan”).

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • December 14th, 2021 • Aberdeen Funds • New York

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 3rd day of December, 2021, by Aberdeen Investment Funds, a Massachusetts business trust (the “AIF Trust”), on behalf of its series, Aberdeen International Sustainable Leaders Fund (the “Acquired Fund”), and Aberdeen Funds, a Delaware statutory trust (the “AF Trust”), on behalf of its series, Aberdeen International Sustainable Leaders Fund (the “Acquiring Fund”) (the Acquired Fund and the Acquiring Fund, together, the “Funds,” and each, a “Fund”), and, solely for purposes of paragraphs 4.3, 5.7 and 9.2 hereof, Aberdeen Standard Investments Inc., a corporation organized under the laws of the State of Delaware (“ASII”).

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • June 23rd, 2008 • Aberdeen Funds • New York

This Sub-Administration Agreement (“Agreement”) is made as of March 12, 2008 and effective as of June 23, 2008 (the “Effective Date”) between Citi Fund Services Ohio, Inc., formerly known as BISYS Fund Services Ohio, Inc. (“Citi”), an Ohio corporation having a place of business at 3435 Stelzer Road, Columbus, Ohio 43219 and Aberdeen Asset Management, Inc. (the “Administrator”) a Delaware corporation, having a place of business at 1735 Market Street, 37th Fl., Philadelphia Pennsylvania 19103.

FORM OF AMENDMENT
Aberdeen Funds • August 24th, 2021

This Amendment is made as of this __th day of ______, 2021, between the Funds and Aberdeen Investment Funds each on behalf of each of the entities, individually and not jointly, as listed on Schedule A (collectively, the “Funds”) and DST Asset Manager Solutions, Inc. (the “Transfer Agent”). The Funds and the Transfer Agent are parties to a Transfer Agency and Service Agreement dated June 3, 2011, as amended, (the “Agreement”). In accordance with Section 16.1 (Amendment) and Section 17 (Additional Portfolios/Funds) of the Agreement, the parties desire to amend the Agreement as set forth herein.

FORM OF AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • August 24th, 2021 • Aberdeen Funds • Delaware

AMENDMENT, dated ________ __, 2021 between ABERDEEN FUNDS (the “Trust”), ABERDEEN STANDARD INVESTMENTS INC. (the “Adviser”) and ABERDEEN ASSET MANAGERS LIMITED (the “Subadviser”) to that certain Subadvisory Agreement dated May 4, 2018 (the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

Morgan, Lewis & Bockius LLP Philadelphia, PA 19103-2921
Aberdeen Funds • November 25th, 2009

You have requested our opinion as to certain U.S. federal income tax consequences of the reorganization of the Reorganizing Fund and the Surviving Fund (the “Reorganization”). The Reorganization will involve the transfer of all of the assets of a Reorganizing Fund to the Surviving Fund, a newly created series of the Aberdeen Trust, and the assumption of the liabilities of the Reorganizing Fund by the Surviving Fund in exchange for shares of beneficial interest of the Surviving Fund. These shares of the Surviving Fund will be distributed to the shareholders of the Reorganizing Fund, following which the Reorganizing Fund will be liquidated. In the distribution, holders of shares of the Reorganizing Fund will receive shares of the Surviving Fund.1

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