FORM OF AMENDMENT NO. 2 TO DISTRIBUTION SERVICES AGREEMENT This AMENDMENT NO. 2, dated the _____ day of _____________, 2002, is made by and between ABN AMRO Funds, a Delaware business trust (the "Company") and ABN AMRO Distribution Services (USA),...

                                                                  EXHIBIT (E)(4)

                                     FORM OF
               AMENDMENT NO. 2 TO DISTRIBUTION SERVICES AGREEMENT


         This AMENDMENT NO. 2, dated the _____ day of _____________, 2002, is
made by and between ABN AMRO Funds, a Delaware business trust (the "Company")
and ABN AMRO Distribution Services (USA), Inc. (the "Distributor").

                                WITNESSETH THAT:

         WHEREAS, the Company has entered into a Distribution Agreement with the
Distributor, dated September 27, 2001, as amended to date, wherein the
Distributor has agreed to provide certain distribution services to the Company;
and

         WHEREAS, the Parties wish to amend the Distribution Service Agreement
to include under its terms four additional separate series of shares identified
as:

                       ABN AMRO Investment Grade Bond Fund
                       ABN AMRO Select Small Cap Fund
                       ABN AMRO Equity Plus Fund

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree to amend Schedule "A" to the Distribution Agreement in the form attached
hereto as Schedule "A".

         This Amendment shall take effect upon the day and month first written
above.

         IN WITNESS WHEREOF, the Parties hereto have caused this Amendment
consisting of one typewritten page, together with Schedule "A", to be signed by
their duly authorized as of the day and month first written above.


     ABN AMRO FUNDS                                ABN AMRO DISTRIBUTION
                                                   SERVICES (USA), INC.



__________________________                  ____________________________________

                                     FORM OF
                                   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/Veredus Aggressive Growth Fund
                    ABN AMRO/Montag & Xxxxxxxx Balanced Fund
                     ABN AMRO/Montag & Xxxxxxxx Growth 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 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
                       ABN AMRO/Veredus Select Growth Fund
                       ABN AMRO Investment Grade Bond Fund
                         ABN AMRO Select Small Cap Fund
                            ABN AMRO Equity Plus Fund


Dated: September 27, 2001
Amended: December 20, 2001