Exhibit (h)(9)
COMPLIANCE SUPPORT SERVICES AMENDMENT
TO
TRANSFER AGENCY SERVICES AGREEMENT
-----------------------
This Amendment to the Transfer Agency Services Agreement (the "Amendment") is
made as of October 21, 2004, by and between ABN AMRO FUNDS (formerly known as
Alleghany Funds), a Delaware business trust (the "Company") and PFPC INC., a
Massachusetts corporation ("PFPC").
BACKGROUND
The Company and PFPC are parties to a Transfer Agency Services Agreement dated
as of April 1, 2000, as amended to date (the "Agreement") relating to PFPC's
provision of certain services to the Company's investment portfolios listed on
Schedule A to the Agreement, as may be amended from time to time. The parties
are amending the Agreement for PFPC to provide the compliance support services
described herein to the Company.
TERMS
The parties hereby agree that:
1. Provision of Services; Fees. PFPC shall provide to the Company the compliance
support services ("Compliance Support Services") described on Appendix A, as
such may be amended in writing from time to time by the parties; and, as
compensation for such services, the Company will pay to PFPC a fee or fees as
may be agreed to from time to time in writing by the Company and PFPC, and
PFPC's out-of pocket expenses. Out-of-pocket expenses include, but are not
limited to: overnight express charges; courier services; facsimile and other
telecommunications charges; duplicating charges; travel costs; transmission
expenses and all other miscellaneous expenses and fees incurred in connection
with the Compliance Support Services.
2. Compliance Support Services. Compliance Support Services are administrative
in nature and are not, nor shall they be, construed as, legal advice to or the
provision of legal services for or on behalf of the Company or any other person.
Compliance Support Services performed by PFPC will be at the request and
direction of the Company and its Chief Compliance Officer ("CCO"). PFPC
disclaims liability to the Company, and the Company is solely responsible, for
the selection, qualifications and performance of the Company's CCO and the
adequacy and effectiveness of the Company's compliance program and
infrastructure.
3. Indemnity. The Company shall indemnify, defend and hold PFPC and its
affiliates and their respective directors, trustees, officers, agents and
employees harmless from all claims, suits, actions, damages, losses, and
liabilities, including attorneys' fees and court costs, and all other
out-of-pocket costs and expenses (collectively "Losses") arising directly or
indirectly from the provision or performance of Compliance Support Services
(including, without limitation, any Losses arising under the Federal Securities
Laws, as that term is defined in Rule 38a-1 of the Investment Company Act of
1940) ; provided, however, that the Company shall not be obligated
1
to indemnify PFPC for Losses to the extent caused by PFPC's failure to perform
Compliance Support Services in accordance with the standard of care set forth in
the Agreement.
4. Miscellaneous.
(a) As hereby amended, the Agreement shall remain in full force and effect in
accordance with its terms and conditions. In the event of a conflict between the
terms of this Amendment and the Agreement, this Amendment shall control.
(b) The Agreement and this Amendment constitute the complete understanding and
agreement of the parties with respect to the subject matter hereof and supersede
all prior communications with respect thereto.
(c) This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument. The facsimile signature of any party to this Amendment
shall constitute the valid and binding execution hereof by such party.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their duly authorized officers designated below on the date first written above.
ABN AMRO FUNDS
By: /s/ Xxxxxx Xxxxxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxxxxx
-----------------------------
Title: Chief Operating Officer
----------------------------
PFPC INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxx
-----------------------------
Title: Senior Vice President
----------------------------
2
APPENDIX A
COMPLIANCE SUPPORT SERVICES
PFPC Inc. will provide assistance from various PFPC lines of business in
completing ABN AMRO Funds' Control Objective Matrix relating to ABN AMRO Funds'
compliance policies and procedures.
3
