EXHIBIT (h)(12)
AMENDMENT
TO THE
TRANSFER AGENCY SERVICES AGREEMENT
This AMENDMENT (this "AMENDMENT") amends as of the 31st day of March, 2005
(the "EFFECTIVE DATE"), the Transfer Agency Services Agreement, dated as of
April 1, 2000, between ABN AMRO Funds, f/k/a Alleghany Funds (the "FUND") and
PFPC Inc., ("PFPC") (the "AGREEMENT").
For valuable consideration the receipt and sufficiency of which the
parties hereto hereby acknowledge, the Fund and PFPC hereby agree that, as of
the Effective Date, the Agreement shall (without any further action by either of
the parities hereto) be amended as follows:
1. The language in Section 16 is hereby deleted in its entirety and replaced
as follows:
(a) This Agreement shall be effective on the date first written above
and unless terminated pursuant to its terms shall remain in effect
through March 31, 2006 (the "Initial Term").
(b) Upon the expiration of the Initial Term, this Agreement shall
automatically renew for successive terms of two (2) years (the
"Renewal Term") unless the Fund or PFPC provides written notice to
the other of its intent not to renew. Such notice must be received
not less than ninety (90) days prior to the expiration of the
Initial Term or the then current Renewal Term.
(c) In the event of termination, all expenses associated with movement
of records and materials and conversion thereof to a successor
transfer agent will be borne by the Fund and paid to PFPC prior to
any such conversion.
(d) If a party hereto is guilty of a material failure to perform its
duties and obligations hereunder (a "Defaulting Party") the other
party (the "Non-Defaulting Party") may give written notice thereof
to the Defaulting Party, and if such material breach shall not have
been remedied within thirty (30) days after such written notice is
given, then the Non-Defaulting Party may terminate this Agreement by
giving thirty (30) days written notice of such termination to the
Defaulting Party. In all cases, termination by the Non-Defaulting
Party shall not constitute a waiver by the Non-Defaulting Party of
any other rights it might have under this Agreement or otherwise
against the Defaulting Party."
2. This Amendment contains the entire understanding between the parties with
respect to the services contemplated hereby. Except as expressly set forth
herein, the Agreement shall remain unaffected hereby.
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.
ABNAMRO FUNDS PFPC INC.
By: /s/ Xxxxxx Xxxxxxxxxx By: /s/ Xxxxxxx XxXxxxxx
--------------------------------- -----------------------------------
Name: Xxxxxx Xxxxxxxxxx Name: Xxxxxxx NeNofrio
Title: COO Title: Executive Vice President,
Senior Managing Director