EX-99.h.1.
FUND ADMINISTRATION AGREEMENT
This Fund Administration Agreement (the "Agreement") is made as of
[________________] between Aberdeen Funds (the "Trust"), a Delaware statutory
trust, and Aberdeen Asset Management Inc. ("AAMI"), a Delaware corporation.
WHEREAS, the Trust operates as an open-end management investment company and is
registered under the Investment Company Act of 1940, as amended (the "Investment
Company Act"); and
WHEREAS, the Trust desires to retain AAMI as "Administrator" to provide the
Administration Services as described below with respect to certain of the series
of the Trust (the "Funds"), each of which are now, or may hereafter be, listed
on Exhibit B to this Agreement, and AAMI is willing to render such services; and
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. Appointment of Administrator and Services and Duties. The Trust hereby
appoints AAMI as administrator of the Trust and the Funds (the
"Administrator") on the terms and conditions set forth in this Agreement;
and the Administrator hereby accepts such appointment and agrees to perform
the services and duties set forth in Exhibit A of this Agreement (the
"Services") in consideration of the compensation provided for in Section 4
hereof. The services listed on Exhibit A, along with any additional
services that the Administrator shall agree in writing to perform for the
Trust hereunder, shall be referred to in this Agreement as "Administration
Services." Administration Services shall not include any duties, functions
or services to be performed for the Trust by the Trust's investment
advisers, subadvisers or custodian pursuant to their agreements with the
Trust.
When performing the Services to the Trust and the Funds, the Administrator
will comply with the provisions of the Trust's Declaration of Trust,
Bylaws, Code of Ethics and Registration Statements, will safeguard and
promote the welfare of the Trust and the Funds, and will comply with the
policies that the Trustees may from time to time reasonably determine,
provided that such policies are not in conflict with this Agreement, the
Trust's governing documents, or any applicable statutes or regulations.
2. Subcontracting. The Administrator may, at its own expense, subcontract with
any entity or person concerning the provision of the Services; provided,
however (a) that the Administrator shall not be relieved of any of its
obligations under this Agreement by the appointment of such subcontractor;
(b) that the Administrator shall be responsible, to the extent provided in
Section 6 for all acts of such subcontractor as if such acts were its own
including any payment for services provided by such subcontractor; (c)
except as noted below, that all fees and expenses incurred in any
sub-contract shall be paid by the Administrator; and (d) the Trust and its
Trustees are notified at least 30 days prior to such sub-contract and the
Trustees have no objection.
Notwithstanding the foregoing, to the extent the Administrator desires to
subcontract to any entity or person all or a portion of the Services
referenced in paragraph "r" of Exhibit A, the fees, expenses and costs of
such subcontractor shall be allocated between (a) the Administrator and (b)
the Trust, in accordance with the provisions of paragraph "r" of Exhibit A,
provided the engagement and retention of the subcontractor and the terms
thereof with respect to such subcontractor's services to the Trust are
approved in advance of such engagement and retention by the Board of
Trustees of the Trust or a Committee of the Board of Trustees of the Trust
with delegated authority to approve such engagement and retention.
Further, to the extent the Administrator desires to subcontract to any
entity or person the Services referenced in paragraph "s" of Exhibit A, all
fees, expenses and costs of such subcontractor shall be borne by the Trust,
in accordance with the provisions of paragraph "s" of Exhibit A, provided
the engagement and retention of the subcontractor and the terms thereof
with respect to such subcontractor's services to the Trust are approved in
advance of such engagement and retention by the Board of Trustees of the
Trust or a Committee of the Board of Trustees of the Trust pursuant to
delegated authority to approve such engagement and retention.
3. Expenses. The Administrator shall be responsible for expenses incurred in
providing the Services to the Trust, including the compensation of the
Administrator's employees who serve as officers of the Trust, except as
provided for in Exhibit B, and except to the extent such expenses are not
otherwise required to be reimbursed or paid by the Trust in this Section 3
or Exhibit A. The Trust (or the Trust's investment adviser pursuant to its
investment advisory agreement) shall be responsible for all other expenses
of the Trust, including without limitation: (i) investment advisory and
subadvisory fees; (ii) interest and taxes; (iii) brokerage commissions,
short sale dividend expenses and other costs in connection with the
purchase or sale of securities and other investment instruments; (iv) fees
and expenses of the Trust's trustees, other than those who are "interested
persons" of the Administrator or investment adviser of the Trust; (v) legal
and audit expenses; (vi) custodian fees and expenses; (vii) fees and
expenses related to the registration and qualification of the Trust and the
Trust's shares for distribution under state and federal securities laws;
(viii) expenses of printing and mailing reports and notices and proxy
material to beneficial shareholders of the Trust; (ix) all other expenses
incidental to holding meetings of the Trust's shareholders, including proxy
solicitations therefore; (x) insurance premiums for fidelity and other
coverage; (xi) association membership dues; (xii) the allocable portion of
the fees, expenses and costs attributable to the development,
implementation, preparation, administration, monitoring, reviewing and
testing of the Trust's compliance program under rule 38a-1 of the
Investment Company Act, as more fully described in paragraph "r" of Exhibit
A; (xiii) all fees, expenses and costs attributable to the monitoring,
processing and filing of proofs of claims on behalf of the Trust, as more
fully described in paragraph "s" of Exhibit A, including the annual fee
paid to any third party subcontractor; and (xiv) such nonrecurring or
non-routine expenses as may arise, including those relating to actions,
suits or proceedings to which the Trust is a party and the legal obligation
which the Trust may have to indemnify the Trust's trustees and officers
with respect thereto.
4. Compensation. For the Services provided, the Trust hereby agrees to pay and
the Administrator thereby agrees to accept as full compensation for the
services rendered hereunder the fee listed for the Trust on Exhibit B. Such
fees will be computed daily and payable monthly at an annual rate based on
a Fund's average daily net assets and will be paid monthly as soon as
practicable after the last day of each month.
In case of termination of this Agreement during any month, the fee for that
month shall be reduced proportionately on the basis of the number of
business days during which it is in effect, and the fee computed upon the
average net assets for the business days it is so in effect for that month.
5. Privacy. Nonpublic personal financial information relating to shareholders
or prospective investors in the Funds provided by, or at the direction of
the Trust to the Administrator, or collected or retained by the
Administrator in the course of performing the Services, shall be considered
confidential information. The Administrator shall not give, sell or in any
way transfer such confidential information to any person or entity, other
than affiliates of the Administrator or other Trust service providers that
have a legitimate need for such information except at the direction of the
Trust or as required or permitted by law (including applicable anti-money
laundering laws). The Administrator represents, warrants and agrees that it
has in place and will maintain physical, electronic and procedural
safeguards reasonably designed to protect the security, confidentiality and
integrity of, and to prevent unauthorized access to or use of records and
information relating to shareholders or prospective investors in the Funds.
The Trust represents to the Administrator that the Trust has adopted a
statement of its privacy policies and practices as required by the
Securities and Exchange Commission's Regulation S-P and the Trust agrees to
provide the Administrator with a copy of that statement annually.
6. Responsibility of Administrator.
a. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in connection
with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or negligence on its
part in the performance of its duties or from reckless disregard by it
of its obligations and duties under this Agreement. Any person, even
though also an officer, director, partner, employee or agent of the
Administrator, who may be or become an officer or trustee of the
Trust, shall be deemed, when rendering services to the Trust or acting
on any business of the Trust (other than services or business in
connection with the duties of the Administrator hereunder) in
accordance with his responsibilities to the Trust as such officer or
trustee, to be rendering such services to or acting solely for the
Trust and not as an officer, director, partner, employee or agent or
one under the control or direction of the Administrator even through
paid by the Administrator.
b. The Administrator shall be kept indemnified by the Trust and be
without liability for any action taken or thing done by it in
performing the Administration Services in accordance with the above
standards; provided, however, that the Trust will not indemnify the
Administrator for the portion of any loss or claim caused, directly or
indirectly, by the negligence, willful misfeasance or bad faith of the
Administrator or by the Administrator's reckless disregard of its
duties and obligations hereunder. In order that the indemnification
provisions contained in this Section 6 shall apply, however, it is
understood that if in any case the Trust may be asked to indemnify or
save the Administrator harmless, the Trust shall be fully and promptly
advised of all pertinent facts concerning the situation in question,
and it is further understood that the Administrator will use all
reasonable care to identify and notify the Trust promptly concerning
any situation which presents or appears likely to present the
probability of such a claim for indemnification against the Trust. The
Trust shall have the option to defend the Administrator against any
claim which may be the subject of this indemnification. In the event
that the Trust so elects, it will so notify the Administrator and
thereupon the Trust shall take over complete defense of the claim, and
the Administrator shall in such situation initiate no further legal or
other expenses for which it shall seek indemnification under this
Section. The Administrator shall in no case confess any claim or make
any compromise or settlement in any case in which the Trust will be
asked to indemnify the Administrator except with the Trust's written
consent.
7. Duration and Termination.
a. This Agreement shall become effective as of the date first written
above. The Agreement may be terminated at any time, without payment of
any penalty, by either party upon 60 days' advance written notice to
the other party. The Agreement may also be terminated immediately upon
written notice to the other party in the event of a material breach of
any provision of this Agreement by such other party.
b. Upon the termination of this Agreement, the Trust shall pay to the
Administrator such compensation as may be payable prior to the
effective date of such termination. In the event that the Trust
designates a successor to any of the Administrator's obligations
hereunder, the Administrator shall, at the direction of the Trust,
transfer to such successor all relevant books, records and other data
established or maintained by the Administrator under the foregoing
provisions.
8. Amendment. 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 an enforcement of the change, waiver,
discharge or termination is sought.
9. Non-Exclusivity. The Services provided by the Administrator under the
Agreement are not deemed to be exclusive. The Administrator is free to
render such services to others and to engage in any other business or
activity.
10. Notices. Notices of any kind to be given to the Trust hereunder by the
Administrator shall be in writing and shall be duly given if delivered to
the Trust at the following address:
Xxxxxxxx Xxxxx
0 Xxxxx Xxxxxx
000 Xxxx Xxxxxx Xxxxx
Xxxx Xxxxxxxxxxxx, XX 00000
Attn: Legal Department
Notices of any kind to be given to the Administrator hereunder by the Trust
shall be in writing and shall be duly given if delivered to the
Administrator at:
Aberdeen Asset Management Inc.
0000 Xxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Legal Department
11. Records. The Administrator shall maintain customary records in connection
with its duties as specified in this Agreement. Any records required to be
maintained and preserved under the Investment Company Act of 1940, as
amended, that are prepared or maintained by the Administrator on behalf of
the Trust shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Trust and will be made
available to or surrendered promptly to the Trust on request. In case of
any request for the inspection of such records by another party, the
Administrator shall notify the Trust and follow the Trust's instructions
regarding whether to permit or refuse such inspection; provided that the
Administrator may provide such records to any person in any case where it
is advised by its counsel that it may be held liable for failure to do so,
unless (in cases involving potential exposure only to civil liability) the
Trust has agreed to indemnify the Administrator against such liability.
12. Confidential Information. The Administrator and Trust (in such capacity,
the "Receiving Party") acknowledge and agree to maintain the
confidentiality of Confidential Information (as hereinafter defined)
provided by the Administrator and Trust (in such capacity, the "Disclosing
Party") in connection with this Agreement. The Receiving Party shall not
disclose or disseminate the Disclosing Party's Confidential Information to
any Person other than those employees, agents, contracts, subcontractors
and licensees of the Receiving Party, or with respect to the Administrator
as a Receiving Party, to those employees, agents, contractors,
subcontractors and licensees of any agent or affiliate, who have a need to
know it in order to assist the Receiving Party in performing its
obligations, or to permit the Receiving Party to exercise its rights under
this Agreement. In addition, the Receiving Party (a) shall take all
reasonable steps to prevent unauthorized access to the Disclosing Party's
Confidential Information, and (b) shall not use the Disclosing Party's
Confidential Information, or authorize other Persons to use the Disclosing
Party's Confidential Information, for any purposes other than in connection
with performing its obligations or exercising its rights hereunder. As used
herein, "reasonable steps" means steps that a party takes to protect its
own, similarly confidential or proprietary information of a similar nature,
which steps shall in no event be less than a reasonable standard of care.
The term "Confidential Information," as used herein, shall mean all
business strategies, plans and procedures, proprietary information,
methodologies, data and trade secrets, and other confidential information
and materials (including, without limitation, any non-public personal
information as defined in Regulation S-P) of the Disclosing Party, its
affiliates, their respective clients or suppliers, or other Persons with
whom they do business, that may be obtained by the Receiving Party from any
source or that may be developed as a result of this Agreement.
The provisions of this Section 12 respecting Confidential Information shall
not apply to the extent, but only to the extent, that such Confidential
Information: (a) is already known to the Receiving Party free of any
restriction at the time it is obtained from the Disclosing Party, (b) is
subsequently learned from an independent third party free of any
restriction and without breach of this Agreement; (c) is or becomes
publicly available through no wrongful act of the Receiving Party or any
third party; (d) is independently developed by or for the Receiving Party
without reference to or use of any Confidential Information of the
Disclosing Party; or (e) is required to be disclosed pursuant to an
applicable law, rule, regulation, government requirement or court order, or
the rules of any stock exchange (provided, however, that the Receiving
Party shall advise the Disclosing Party of such required disclosure
promptly upon learning thereof in order to afford the Disclosing Party a
reasonable opportunity to contest, limit and/or assist the Receiving Party
in crafting such disclosure).
The Receiving Party shall advise its employees, agents, contractors,
subcontractors and licensees, and shall require its affiliates to advise
their employees, agents, contractors, subcontractors and licensees of the
Receiving Party's obligations of confidentiality and non-use under this
Section 12, and shall be responsible for ensuring compliance by its and its
affiliates' employees, agents, contractors, subcontractors and licensees
with such obligations. In addition, the Receiving Party shall require all
Persons that are provided access to the Disclosing Party's Confidential
Information, other than the Receiving Party's accountants and legal
counsel, to execute confidentiality or non-disclosure agreements containing
provisions substantially similar to those set forth in this Section 12. The
Receiving Party shall promptly notify the Disclosing Party in writing upon
learning of any unauthorized disclosure or use of the Disclosing Party's
Confidential Information by such Persons.
Upon the Disclosing Party's written request following the termination of
this Agreement, the Receiving Party promptly shall return to the Disclosing
Party, or destroy, all Confidential Information of the Disclosing Party
provided under or in connection with this Agreement, including all copies,
portions and summaries thereof. Notwithstanding the foregoing sentence, (a)
the Receiving Party may retain one copy of each item of the Disclosing
Party's Confidential Information for purposes of identifying and
establishing its rights and obligations under this Agreement, for archival
or audit purposes and/or to the extent required by applicable law, and (b)
the Administrator shall have no obligation to return or destroy
Confidential Information of Trust that resides in saved tapes of
Administrator; provided, however, that in either case all such Confidential
Information retained by the Receiving Party shall remain subject to the
provisions of this Section 12 for so long as it is so retained. If
requested by the Disclosing Party, the Receiving Party shall certify in
writing its compliance with the provisions of this paragraph.
13. Equipment Failures. In the event of equipment failures beyond the
Administrator's control, the Administrator shall take reasonable and prompt
steps to minimize service interruptions but shall have no liability with
respect thereto except to the extent such failure is caused by the
Administrator's negligence, bad faith or fraud in the performance of the
Administration Services. The Administrator shall develop and maintain a
plan for recovery from equipment failures which may include contractual
arrangements with appropriate parties making reasonable provision for
emergency use of electronic data processing equipment to the extent
appropriate equipment is available.
14. Fund Obligations. This Agreement is executed by the Trust with respect to
each of the Funds and the obligations hereunder are not binding upon any of
the trustees, officers or shareholders of the Trust individually but are
binding only upon the Fund to which such obligations pertain and the assets
and property of such Fund. All obligations of the Trust under this
Agreement shall apply only on a Fund-by-Fund basis, and the assets of one
Fund shall not be liable for the obligations of another Fund.
15. Miscellaneous. The captions in 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. If any provision
of this Agreement shall be held or made invalid by a court or regulatory
agency decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. Subject to the provisions of
Section 6 hereof, this Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors. This
Agreement shall be governed by and construed to be in accordance with
substantive laws of the State of Delaware without reference to choice of
law principles thereof and in accordance with the 1940 Act. In the case of
any conflict, the 1940 Act shall control.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
ABERDEEN FUNDS
By: ____________________
Name: Xxxxxxx X. Xxxxxxxx
Title: President
ABERDEEN ASSET MANAGEMENT INC.
By _________________
Name: [______________]
Title: [_______]
EXHIBIT A
ABERDEEN FUNDS
Fund Administration Agreement
Administration Services
As Administrator, and subject to the supervision and control of the Trust's
Board of Trustees, the Administrator will provide facilities, equipment, and
personnel to carry out the following administrative and fund accounting services
for operation of the business and affairs of the Trust and each of the Funds
covered by this Agreement:
a. Prepare, file, and maintain the Trust's governing documents, including the
Declaration of Trust, the Bylaws, minutes of meetings of Trustees and
shareholders;
b. Prepare for, conduct and facilitate shareholder meetings as well as
prepare, file, print and distribute proxy statements for meetings of
shareholders;
c. Prepare and file on a timely basis with the Securities and Exchange
Commission and the appropriate state securities authorities the
registration statements for the Trust relating to the Funds and the Funds'
shares, and all amendments thereto, the Trust's reports pursuant to
Investment Company Act Rule 24f-2, prospectuses, proxy statements, Forms
N-CSR, N-PX, N-Q and 40-17G and such other documents as may be necessary or
convenient to enable the Trust to make continuous offering of the Funds'
shares and to conduct its affairs;
d. Assist the independent auditors in their audits of the Funds;
e. Compile and publicly disclose information on the proxy voting of each of
the Funds;
f. Prepare, negotiate, and administer contracts on behalf of the Funds with,
among others, the Trust's custodian and other third parties;
g. Supervise the Trust's custodian;
h. Advise the Trust and its Board of Trustees on matters concerning the Funds
and their affairs, prepare board materials for regularly scheduled and
special meetings of the Board of Trustees and make arrangements for such
meetings;
i. Prepare and have filed on a timely basis the Federal and State income and
other tax returns for the Funds;
j. Examine and review the operations of the Funds, and the Trust's custodian,
transfer agent and investment adviser and the Funds' subadvisers, if any,
to monitor and promote compliance with applicable state and federal law;
k. Coordinate the layout and printing of publicly disseminated prospectuses
and reports;
l. Provide the Trust with office space and personnel;
m. Assist with the design, development, and operation of the Funds;
n. Provide individuals reasonably acceptable to the Trust's Board of Trustees
for nomination, appointment, or election as officers of the Trust, who will
be responsible for the management of certain of the Trust's affairs as
determined by the Trust's Board of Trustees;
o. Monitor the Trust's compliance with Sections 851 through 855 of the
Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder, so as to enable the Trust and each Fund to comply with the
diversification requirements applicable to investments of variable
contracts and for each to maintain its status as a "regulated investment
company;"
p. Obtain and keep in effect fidelity bonds and directors and officers/errors
and omission insurance policies for the Trust and each of the Funds;
q. Provide the Trust and each Fund with fund accounting services, including
but not limited to the following services:
1) keeping and maintaining the following books and records of the Trust
and each of the Funds pursuant to Rule 31a-1 under the Investment
Company Act, including:
a) journals containing an itemized daily record of all purchase and
sales of securities, all receipts and disbursements of cash and
all other debit and credits, as required by Rule 31a-1(b)(1);
b) general and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, including interest
accrued and interest received, as required by Rule
31a-1(b)(2)(i);
c) separate ledger accounts required by Rule 31a-1(b)(2)(ii) and
(iii); and
d) a monthly trial balance of all ledger accounts (except
shareholder accounts) as required by Rule 31a-1(b)(8).
2) performing the following accounting services on a regular basis for
each Fund, as may be reasonably requested by the Trust:
a) calculate the net asset value per share;
b) calculate the dividend and capital gain distribution, if any;
c) calculate a Fund's yield and total return (to the extent
necessary or desirable);
d) reconcile cash movements with the Trust's custodian;
e) affirm to the Trust's custodian all portfolio trades and cash
movements;
f) verify and reconcile with the Trust's custodian all daily trade
activity;
g) provide such reports as may be required by the Trust;
h) prepare the Trust's financial statements, including oversight of
expense accruals and payments;
i) obtain security prices from independent pricing services, or if
such quotes are unavailable, then determine such prices as
provided for in the Trust's valuation procedures;
j) post summary shareholder activity received from the Transfer
Agent and reconcile share balances, including receivables and
payables with the Transfer Agent on a daily basis;
k) provide such other similar services with respect to a Fund as may
be reasonably requested by the Trust;
l) develop the financial statements and other information for the
reports to shareholders and regulatory authorities, including
Form N-SAR and Form N-CSR;
m) maintain historical tax lots for each security; and
n) accrue expenses of each Fund and track, analyze and validate
income and expense accruals.
3) provide accounting and financial reports in connection with the
Trust's annual audit, quarterly board of trustees meetings, regulatory
filings, compliance reporting, tax reporting, total return
calculations and other audits and examinations by regulatory agencies
or as the Trust's board of trustees may reasonably request;
4) develop the financial statements and other information for the reports
to shareholders and regulatory authorities, including Form N-SAR and
Form N-CSR; and
5) monitor and pay the Trust's bills and maintain the Trust's budgets and
report budget expenses and variances to the Trust's management.
r. Develop, prepare, implement, administer, monitor, review and test the
Trust's policies and procedures under rule 38a-1 of the Investment Company
Act; provided that, notwithstanding the provisions of paragraph j above,
the Trust shall reimburse the Administrator for the allocable portion of
the fees, expenses and costs incurred by the Administrator (including the
allocable portion of compensation paid to employees of Administrator who
are not officers of the Trust and the allocable portion of any costs, fees
or expenses of subcontractors in accordance with Section 2 of the
Agreement) in performing the Services described in this paragraph r, in the
proportion that the benefits of such services inure to the Trust and
provided that such allocation of fees, costs and expenses related to the
Trust is approved by the Board of Trustees of the Trust or by a Committee
of the Board with delegated authority to approve such allocation;
s. Monitor, process and file, on behalf of the Trust, proofs of claims that
are timely received in good order by the Administrator or its proof of
claims subcontractor; provided that, the Trust shall reimburse the
Administrator for all fees, expenses and costs of subcontractor(s)
including the annual fee paid to such subcontractor incurred by the
Administrator in accordance with Section 2 of the Agreement in performance
of the services described in this paragraph "s", provided further that,
such subcontractor, and its fees, costs and expenses, have been approved by
the Board of Trustees, or by a Committee of the Board of Trustees pursuant
to delegated authority in accordance with Section 2 of the Agreement;
t. Assist in all aspects of the Funds' operations other than those provided
under other specific contracts;
u. Provide for year-end 1099's and any supplemental tax letters;
v. Assist legal counsel to Trust in the development of policies and procedures
relating to the Funds; and
w. Assist the Trust in handling and responding to routine regulatory
examinations with respect to records retained as services provided by the
Administrator, and coordinate with the Trust's legal counsel in responding
to any non-routine regulatory matters.
The foregoing, along with any additional services that the Administrator shall
agree in writing to perform for the Trust hereunder, shall hereafter be referred
to as "Administration Services." In compliance with the requirements of Rule
31a-3 under the Investment Company Act, the Administrator hereby agrees that all
records that it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records upon the
Trust's request. The Administrator further agrees to preserve for the periods
prescribed by Investment Company Act Rule 31a-2 the records required to be
maintained by Investment Company Act Rule 31a-1. Administration Services shall
not include any duties, functions, or services to be performed for the Trust by
the Trust's investment adviser, custodian, or transfer agent pursuant to their
agreements with the Trust.
EXHIBIT B
ABERDEEN FUNDS
Fund Administration Agreement
Fee Schedule
Effective [________________]*
Fees
The Trust shall pay fees to the Administrator, as set forth in the schedule
directly below, for the provision of services covered by this Agreement. Fees
will be computed daily and payable monthly at an annual rate based on the
aggregate amount of the Trust's average daily net assets. The Trust will also be
responsible for out-of-pocket expenses (including, but not limited to, the cost
of the pricing services that the Administrator utilizes and any networking fees
paid as out-of-pocket expenses) reasonably incurred by the Administrator and in
providing services to the Trust. All fees and expenses shall be paid by the
Trust to the Administrator on behalf of the Administrator.
Aggregate Fee as a
Trust Asset Level Percentage of Net Assets
Up to $1 billion [0.26%]
$1 billion up to $3 billion [0.19%]
$3 billion up to $4 billion [0.15%]
$4 billion up to $5 billion [0.08%]
$5 billion up to $10 billion [0.05%]
$10 billion up to $12 billion [0.03%]
$12 billion or more [0.02%]
Funds of the Trust
Aberdeen Select Equity Fund
Aberdeen Select Mid Cap Growth Fund
Aberdeen Select Small Cap Fund
Aberdeen Select Growth Fund
Aberdeen Select Worldwide Fund
Aberdeen China Opportunities Fund
Aberdeen Developing Markets Fund
Aberdeen International Equity Fund
Aberdeen Hedged Core Equity Fund
Aberdeen Market Neutral Fund
Aberdeen Equity Long-Short Fund
Aberdeen Global Financial Services Fund
Aberdeen Health Sciences Fund
Aberdeen Natural Resources Fund
Aberdeen Technology and Communications Fund
Aberdeen Global Utilities Fund
Aberdeen Optimal Allocations Fund: Growth
Aberdeen Optimal Allocations Fund: Moderate Growth
Aberdeen Optimal Allocations Fund: Moderate
Aberdeen Optimal Allocations Fund: Defensive
Aberdeen Optimal Allocations Fund: Specialty
Aberdeen Small Cap Fund
Aberdeen Small Cap Opportunities Fund
Aberdeen Small Cap Growth Fund
Aberdeen Small Cap Value Fund
Aberdeen Tax-Free Income Fund
* As most recently approved at the [____________] Board Meeting.
