Exhibit (h)(4)
AMENDMENT TO THE TRANSFER AGENCY SERVICES AGREEMENT
FOR
WRAP PROGRAM SERVICES
THIS AMENDMENT, dated as of December 14, 2001 is made to the Transfer
Agency Services Agreement dated April 1, 2000 (the "Transfer Agent Agreement")
between ABN AMRO FUNDS (f/k/a Allegheny Funds)(the "Fund") and PFPC Inc.
("PFPC").
WITNESSETH
WHEREAS, PFPC provides certain support services to financial institutions
("Clients") that offer mutual funds-only asset allocation, supermarket and/or
other similar products requiring sub-transfer agent and sub-accounting services
("Wrap Program(s)") to their respective customers ("Wrap Program Participants");
WHEREAS, the structure of the particular Wrap Programs may require
differing registration specifications; and
WHEREAS, the Fund desires to make shares of the Funds identified on the
attached Exhibit 1 ("Shares") available through the Wrap Programs offered by the
Clients and in connection therewith retain PFPC to perform certain services
described herein and PFPC is willing to provide such services.
NOW THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and intending to be legally bound hereby, the Fund and PFPC
agree that as of the date first referenced above, the Transfer Agent Agreement
shall be amended as follows:
1. All references to "Alleghany Funds" are hereby deleted and replaced with
"ABN AMRO Funds".
2. In addition to the services set forth in the Agreement, PFPC agrees to
perform the services specified in the attached Schedule A (the "Services") for
the benefit of the Wrap Program Participants who maintain shares of the Funds
through Wrap Programs and PFPC accepts such appointment. PFPC may subcontract
with the Clients to link the PFPC System with the Clients, in order for the
Clients to maintain Fund shares positions for each Wrap Program Participant.
3. As compensation for services referenced in this Amendment rendered by
PFPC during the term of this Agreement, the Fund will pay to PFPC a fee or fees
as may be agreed to from time to time in writing by the Fund and PFPC.
4. This Amendment contains the entire understanding between the parties
with respect to the transactions contemplated hereby. To the extent that any
provision of this Amendment modifies or is otherwise inconsistent with any
provision of the Transfer Agent Agreement and related agreements, this Amendment
shall control, but the Transfer Agent Agreement and all related documents shall
otherwise remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this .Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
ABN AMRO FUNDS
(f/k/a Alleghaney Funds)
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: SVP
PFPC INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: EVP
EXHIBIT 1
List of Funds
ABN AMRO FUNDS FUND # QUOTRON CUSIP
-------------- ------ ------- ----------
ABN AMRO/Montag & ▇▇▇▇▇▇▇▇
Growth Fund Class N 134 MCOFX 126413509
ABN AMRO/Chicago Capital
Growth Fund Class N 133 CHT IX 126413103
ABN AMRO/
Talon Mid Cap Fund Class N 132 CHTAX 126413707
ABN AMRO/ Chicago Capital
Balanced Fund Class N 131 CHTAX 126413806
ABN AMRO/Montag & ▇▇▇▇▇▇▇▇
Balanced Fund Class N 130 MOBAX 126413608
ABN AMRO/ Chicago Capital
Bond Fund Class N 120 CHTBX 126413202
ABN AMRO/Veredus
Aggressive Growth Fund Class N 135 VERDX 017216300
ABN AMRO/ Chicago Capital
Small Cap Value Fund Class N 136 ASCVX 017216201
ABN AMRO/Veredus
SciTech Fund Class N 137 AVSTX 017216854
ABN AMRO/TAMRO
Large Cap Value Fund Class N 139 ATLVX 017216839
ABN AMRO/TAMRO
Small Cap Fund Class N 138 ATASX 017216821
ABN AMRO
Value Fund Class N 140 RVALX 0007811844
ABN AMRO
Growth Fund Class N 141 RGTCX 0007811828
ABN AMRO
Small Cap Fund Class N 142 RSMCX 0007811794
ABN AMRO
International Equity Fund Class N 155 RUEQX 0007811778
ABN AMRO
Real Estate Fund Class N 143 ARFCX 0007811620
SCHEDULE A
SERVICES
1. Transmit to the Fund purchase, redemption and related instructions and
facilitate money settlement with respect to the Omnibus Accounts, which shall be
registered as "PFPC F/B/O Client Wrap Programs and their Customers" or "PFPC
FB/O Client Wrap Programs", as appropriate. Such activities shall be performed
as set forth in the attached Exhibit 1 of Schedule A.
2. Facilitate payment to Wrap Program Participants of the proceeds of
redemptions, dividends and other distributions.
3. As determined solely by PFPC in accordance with applicable rules and
regulations and with the assistance of the Fund, cause (a) periodic account
statements, (b) 1099R documentation, (c) proxies, prospectus revisions, annual
reports of the Funds, all as are provided by the Fund, to be prepared and mailed
to Wrap Program Participants.
4. Reconcile share positions for each Wrap Program and upon request provide
certification to the Fund with respect thereto. In connection therewith, the
Fund shall provide to PFPC daily confirmation of all trade activity and share
positions for the Omnibus Account.
5. Maintain records for each Wrap Program Participant which shall reflect
shares purchased and redeemed, as well as account and share balances.
6. Act as service agent in connection with dividend and distribution
functions; shareholder account and administrative agent functions in connection
with the issuance, transfer, and redemption or repurchase of Fund shares. PFPC
shall create and maintain all records required of it pursuant to its duties
hereunder and as set forth herein pursuant to applicable laws, rules and
regulations, including records required by Section 3I(a) of the 1940 Act. Where
applicable, such records shall be maintained for the periods and in the places
required by Rule 31a-2 under the 1940 Act.
7. Upon reasonable notice by the Fund, PFPC shall make available during
regular business hours such of its facilities and premises employed in
connection with the performance of its duties under this Agreement for
reasonable visitation by the Fund, or any person retained by the Fund as may be
necessary to evaluate the quality of the services performed pursuant hereto.
EXHIBIT 1 OF SCHEDULE A
On each day the New York Stock Exchange (the "Exchange') is open for business
(each, a "Business Day"), PFPC or its agents may receive trade instructions with
respect to the Wrap Programs and/or Wrap Program Participants for the purchase
or redemption of shares of the Funds ("Trade Instructions"). Trade Instructions
received in good order and accepted by PFPC or its agents prior to the close of
regular trading on the Exchange (the "Close of Trading") on any given Business
Day and transmitted to the Fund (i) by 11:59 p.m. EST if automated, and (ii)
6:00 p.m. EST if manual on such Business Day will be executed by the Fund at the
net asset value determined as of the Close of Trading on such Business Day. Any
Trade Instructions received by PFPC, or its agents, on such day but after the
Close of Trading will be executed by the Fund at the net asset value determined
as of the Close of Trading on the next Business Day following the day of receipt
of such Trade Instructions. The day on which a Trade Instruction is executed by
the Fund pursuant to the provisions set forth above is referred to herein as the
"Effective Trade Date".
Upon the timely receipt from PFPC of the Trade Instructions described in above
paragraph, the Fund will execute the purchase or redemption transactions (as the
case may be) with respect to each Wrap Program at the net asset value computed
as at the Close of Trading on the Effective Trade Date. Such purchase and
redemption transactions will settle on the Business Day next following the
Effective Trade Date. Payments for net purchase and net redemption orders shall
be made by wire transfer by PFPC (for net purchases) or by the Fund (for net
redemptions) to the account designated by the appropriate receiving party on the
Business Day following the Effective Trade Date. On any Business Day when the
Federal Reserve Wire Transfer System is closed, all communication and processing
rules will be suspended for the settlement of Trade Instructions. Trade
Instructions will be settled on the next Business Day on which the Federal
Reserve Wire Transfer System is open and the Effective Trade Date will apply.
In the event that PFPC is in receipt of Trade Instructions in good order and is
unable to transmit the Trade Instructions to the Fund by the above referenced
deadlines, the Fund will accept the trades after such deadlines and before 8:30
a.m. EST on the day following the "Effective Trade Date". PFPC will furnish the
Fund with an estimate of the net purchase or net redemption activity no later
than 8:30 a.m. EST' on the day following the "Effective Trade Date". Payments
for purchases and redemptions shall be made by wire transfer on the day
following the "Effective Trade Date".
December 14, 2001
ABN AMRO FUNDS
Re: Wrap Program Service Fees
Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to be
paid to PFPC Inc. ("PFPC") under the terms of the Amendment for Wrap Program
Services dated December , 2001 (the "Amendment") to the Transfer Agency Services
Agreement dated as of April 1, 2000 between ABN AMRO FUNDS (f/k/a Alleghany
Funds)("you" or the "Company") and PFPC (the "Agreement"). Pursuant to Section 2
of the Amendment, and in consideration of the services to be provided, the
Company will pay PFPC certain fees al follows:
The Company shall pay PFPC an annualized fee of 25 basis points based
on the total assets held in each Omnibus Account maintained with Funds
that is open during any monthly period. These fees shall be paid by.
the Company monthly in arrears on a prorated basis of 1/12 of the
annualized fee for all accounts that are open during such month.
If the foregoing accurately sets forth our agreement and you intend to be
legally bound thereby, please execute a copy of this letter and return it to us.
Very truly yours,
PFPC INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Vice President
Agreed and Accepted:
ABN AMRO FUNDS
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: SVP
