EX-99.23(H)(2) 6 c58736bpex99-23h2.txt AMEND #2 TO SUB-ADMINISTRATION & ACCOUNTING AGMT 1 Exhibit (h)(2) AMENDMENT NO. 2 TO SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT This AMENDMENT NO. 2, dated the 30th day of November, 2000, is made by and between PFPC INC., a Massachusetts corporation ("PFPC"), and ALLEGHANY INVESTMENT SERVICES INC., an Illinois corporation (the "Administrator") (collectively, the "Parties"). WITNESSETH THAT: WHEREAS, the Administrator has entered into an Administration Agreement with ALLEGHANY FUNDS (the "Company") dated June 17, 1999, as amended to date, wherein the Administrator has agreed to provide certain administrative services to the Company; and WHEREAS, the Administrator has entered into a Sub-Administration Agreement (the "Sub-Administration Agreement") with PFPC dated April 1, 2000, wherein PFPC agreed to provide certain administrative and accounting services to the Company; and WHEREAS, the Parties wish to amend the Sub-Administration and Accounting Services Agreement to include under its terms two additional separate series of shares identified as ALLEGHANY/TAMRO LARGE CAP VALUE FUND and ALLEGHANY/TAMRO SMALL CAP FUND; NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereto, intending to be legally bound, do hereby agree: 1. To amend Schedule "A" to the Sub-Administration Agreement in the form attached hereto as Schedule "A". This Amendment shall take effect upon the date when the respective amendment to the registration statement of the Trust registering ALLEGHANY/TAMRO LARGE CAP VALUE FUND and ALLEGHANY/TAMRO SMALL CAP FUND becomes effective. 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 officers and their corporate seals hereunto duly affixed and attested, as of the day and year first above written. ALLEGHANY INVESTMENT SERVICES, INC. PFPC INC. ----------------------------------- --------- ALLEGHANY FUNDS PFPC INC. --------------- --------- /s/ Gerald Dillenburg /s/ Michael Denofrio ------------------------------- -------------------------------------- By: Gerald Dillenburg By: Michael Denofrio ---------------------------- ----------------------------------- Title: Vice President Title: Vice President/Division Manager ------------------------- -------------------------------- /s/Laura Hlade ------------------------------- -------------------------------------- Attest: Laura Hlade Attest: ------------------------ ------------------------------- Title: Assistant Treasurer Title: ------------------------- -------------------------------- 2 EXHIBIT A PORTFOLIOS Alleghany/Chicago Trust Money Market Fund Alleghany/Chicago Trust Municipal Bond Fund Alleghany/Chicago Trust Bond Fund Alleghany/Chicago Trust Balanced Fund Alleghany/Chicago Trust Talon Fund Alleghany/Chicago Trust Growth & Income Fund Alleghany/Chicago Trust Large Cap Value Fund Alleghany/Veredus Aggressive Growth Fund Alleghany/Montag & Caldwell Balanced Fund Alleghany/Montag & Caldwell Growth Fund Alleghany/Blairlogie International Developed Fund Alleghany/Blairlogie Emerging Markets Fund Alleghany/Veredus SciTech Fund Alleghany/TAMRO Large Cap Value Fund Alleghany/TAMRO Small Cap Fund Dated: April 1, 2000 Amended: June 30, 2000 Amended: November 30, 2000