EXHIBIT (H)(5)

                                     FORM OF

              AMENDMENT NO. 4 TO TRANSFER AGENCY SERVICES AGREEMENT


         This AMENDMENT NO. 4, dated the ___ day of _________________, 200__, is
made by and between PFPC INC., a Massachusetts corporation ("PFPC"), and ABN
AMRO Funds (formerly known as Alleghany Funds), a Delaware business trust (the
"Company") (collectively, the "Parties").

                                WITNESSETH THAT:

         WHEREAS, the Company has entered into a Transfer Agency Services
Agreement with PFPC, dated April 1, 2000, as amended to date, wherein PFPC has
agreed to provide certain transfer agency services to the Company; and

         WHEREAS, the Parties wish to amend the Transfer Agency Services
Agreement to include under its terms one additional separate series of shares
identified as:

                       ABN AMRO/Veredus Select Growth 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 Transfer Agency Services 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.


ABM AMRO FUNDS                            PFPC INC.






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                                     FORM OF

                                    EXHIBIT A


                                   PORTFOLIOS


                       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/Chicago Capital Small Cap Value Fund
                     ABN AMRO/Veredus Aggressive Growth Fund
                    ABN AMRO/Montag & Caldwell Balanced Fund
                     ABN AMRO/Montag & Caldwell 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 Europe Equity Fund
                             ABN AMRO Latin America
                           ABN AMRO Asian Tigers 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





Dated: April 1, 2000
Amended: June 30, 2000
Amended: November 30, 2000
Amended: September 27, 2001
Amended: December 20, 2001









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