ABERDEEN FUNDS

                        CERTIFICATE OF ESTABLISHMENT AND
               DESIGNATION OF ADDITIONAL SERIES AND SHARE CLASSES

The undersigned, Secretary of Aberdeen Funds (the "Trust"), a multi-series
Delaware statutory trust registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act")
does hereby certify that the following preambles and resolutions designating
additional series and classes of shares of the Trust were duly adopted by
written consent of the Board of Trustees of the Trust on August 8, 2009 and
became effective on August 8, 2009, all in accordance with the laws of the State
of Delaware and pursuant to Article III, Section 1,5 and 6 and Article IV
Section 3(b) of the Trust's Amended and Restated Agreement and Declaration of
Trust, and that such resolutions are incorporated by reference into the Amended
and Restated Agreement and Declaration of Trust in accordance with Article III,

          WHEREAS, management recommends the creation of a new series of the
     Trust, Aberdeen Asia-Pacific (ex-Japan) Equity Institutional Fund, with two
     classes: Institutional Class and Institutional Service Class;

          WHEREAS, management recommends the establishment of Institutional
     Service Class shares for each of Aberdeen Asia Bond Institutional Fund,
     Aberdeen International Equity Institutional Fund and Aberdeen Emerging
     Markets Institutional Fund, each a series of the Trust;

          WHEREAS, management proposes the adoption of resolutions so that the
     new series and new classes may be established and designated, so that
     amendments to the Trust's registration statement to add the new series and
     new classes may be filed with the U.S. Securities and Exchange Commission
     ("SEC") and any necessary state securities filings may be made;

          WHEREAS, pursuant to Article III, Section 6, of the Declaration of
     Trust, the Trustees have the authority to establish and designate
     additional series and classes of the Trust; and

          WHEREAS, pursuant to Article III, Sections 1 and 6, of the Declaration
     of Trust, beneficial interests in the Trust may be divided into an
     unlimited number of transferable shares ("Shares"), and the Board may
     authorize the division of such Shares into separate series and the division
     of such series into separate classes, with such characteristics as the
     Board may determine;

          NOW, THEREFORE BE IT RESOLVED, that the Trust shall add "Aberdeen
     Asia-Pacific (ex-Japan) Equity Institutional Fund" as an additional series
     of Shares comprised of an unlimited number of Shares (the "New Fund"); and
     it is further

          RESOLVED, that a Share of the New Fund shall represent a proportionate
     interest in and shall have equal rights with each other Share of the New
     Fund with respect to the assets of the Trust pertaining to the New Fund and
     shall have the rights, preferences, privileges and limitations as set forth
     in the Declaration of Trust; and it is further

          RESOLVED, that in accordance with Article III, Sections 1 and 6 of the
     Declaration of Trust, the initial classes of Shares of the New Fund be, and
     hereby are, established and designated as Institutional Class and
     Institutional Service Class and an unlimited number of Shares are hereby
     classified and allocated to such classes of Shares of the New Fund; and it
     is further





          RESOLVED, that in accordance with Article III, Sections 1 and 6 of the
     Declaration of Trust, the Trust shall add Institutional Service Class as an
     additional class of Shares to each of Aberdeen Asia Bond Institutional
     Fund, Aberdeen International Equity Institutional Fund and Aberdeen
     Emerging Markets Institutional Fund, each a series of the Trust
     (collectively, the "Additional Class Funds" and together with the New Fund,
     the "Funds") and an unlimited number of Shares are hereby classified and
     allocated such class of Shares of each Additional Class Fund (the
     Institutional Service Class of each Fund and the Institutional Class of the
     New Fund, collectively, the "New Classes"); and it is further

          RESOLVED, that a Share of each New Class shall represent a
     proportionate interest in and shall have equal rights with each other Share
     of such Class of the relevant Fund with respect to the assets of the Trust
     pertaining to such Fund and shall have the rights, preferences, privileges
     and limitations as set forth in the Declaration of Trust, provided that:

          1. The dividends and distributions of investment income and capital
     gains with respect to Shares of the New Fund or New Classes shall be in
     such amounts as may be declared from time to time by the Board (or declared
     and paid in accordance with a formula adopted by the Board or delegated
     authority by the Board), and such dividends and distributions may vary with
     respect to such Fund or Class from the dividends and distributions of
     investment income and capital gains with respect to the other series or
     classes of the Trust, to reflect charges of any PRO RATA portion of
     distribution expenses paid pursuant to a Distribution Plan adopted by the
     Trust on behalf of the Fund or Class, as applicable, in accordance with
     Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act") (or
     any successor thereto) (a "Distribution Plan"), to reflect charges of any
     PRO RATA portion of administrative service expenses paid pursuant to an
     Administrative Services Plan adopted by the Trust on behalf of the Fund or
     Class, as applicable, or to reflect differing allocations of the expenses
     of the Trust among its series or classes and any resultant difference among
     the net asset values per share of each series or classes, to such extent
     and for such purposes as the Board may deem appropriate. The allocation of
     investment income, capital gains, expenses and liabilities of each Fund
     among its classes shall be determined by the Board in a manner that is
     consistent with the Multiple Class Plan adopted by the Trust in accordance
     with Rule 18f-3 under the 1940 Act.

          2. Except as may otherwise be required by law, pursuant to any
     applicable order, rule or interpretation issued by the SEC, or otherwise,
     the holders of Shares of the New Fund or a New Class shall have (i)
     exclusive voting rights with respect to any matter submitted to a vote of
     shareholders that affects only holders of Shares of the relevant Fund or
     Class, as applicable, including, without limitation, the provisions of any
     Distribution Plan applicable to a New Class; (ii) voting rights with
     respect to the provisions of any Distribution Plan that may in the future
     (as a result of any conversion of a Class of Shares or otherwise) affect
     such Class of Shares; and (iii) no voting rights with respect to the
     provisions of any Distribution Plan applicable to any other series or class
     of the Trust or with regard to any other matter submitted to a vote of
     shareholders that does not now or in the future affect holders of Shares of
     the relevant Fund or Class; and it is further

          RESOLVED, that the Secretary of the Trust is hereby authorized and
     directed to prepare a Certificate of Establishment and Designation of
     Additional Series and Share Class memorializing the establishment and
     creation of the New Fund and the New Classes in accordance with these
     resolutions; and it is further





          RESOLVED, that that the proper officers of the Trust or their
     designees are authorized and directed to prepare or cause the preparation
     of, to execute and to cause to be filed with the SEC, a post-effective
     amendment or amendments to the Trust's Registration Statement on Form N-1A
     under the Securities Act of 1933 (the "1933 Act") and the 1940 Act relating
     to the addition of the New Fund and New Classes, including prospectuses,
     statements of additional information for the New Fund and New Classes and
     any exhibits or other documents as they may deem necessary or appropriate,
     in order to register the Shares of the New Fund and New Classes under the
     1933 Act and the 1940 Act for the offer and sale in a continuous public
     offering of such Shares; and it is further

          RESOLVED, that it is desirable and in the best interests of the Trust
     that Shares of the New Fund and New Classes be qualified or registered for
     sale in various States; that the President or Vice President, and the
     Secretary be, and each hereby is, authorized to determine the States in
     which appropriate action shall be taken to qualify or register for sale all
     or such part of such Shares as said officers may deem advisable; that said
     officers are hereby authorized to perform for the Trust any and all such
     acts as they deem necessary or advisable in order to comply with the
     applicable laws of any such States, and in connection therewith to execute,
     file and certify all requisite papers and documents, including, but not
     limited to, applications, forms of resolutions, reports, surety bonds,
     irrevocable consents, and appointments of attorneys for service of process;
     and that the execution by such officers of any such paper or document or
     the doing by them of any act in connection with the foregoing matters shall
     conclusively establish their authority therefore from the Trust and the
     approval and ratification by the Trust of the papers and documents so
     executed and the action so taken.


In witness whereof, I have hereunto set my hand as such officer of the Trust as
of this 10th day of August, 2009

                                    Aberdeen Funds

                                    /s/ Alan Goodson
                                    -------------------------------
                                    Alan Goodson
                                    Secretary