INVESTMENT ADVISORY AGREEMENT





     THIS INVESTMENT  ADVISORY  AGREEMENT (the "Agreement") is made this 9th day

of July, 2002 between MERIDIAN  INVESTMENT  MANAGEMENT  CORPORATION,  a Colorado

corporation (the "Adviser"), and ICON FUNDS, a Massachusetts business trust (the

"Trust").



                                   WITNESSETH:



     WHEREAS,  the Trust is an  open-end  management  investment  company and is

registered under the Investment Company Act of 1940 (the "1940 Act"); and



     WHEREAS,  the Adviser is engaged  principally  in the business of providing

investment  management  services and is registered under the Investment Advisers

Act of 1940; and



     WHEREAS,  the Trust is authorized to create separate  funds,  each with its

own  separate  investment  portfolio  of  which  the  beneficial  interests  are

represented by a separate series of shares of the Trust as shown on the attached

Schedule A (each a "Fund," and collectively the "Funds").



     NOW,  THEREFORE,  in consideration of the mutual covenants herein contained

and  other  good and  valuable  consideration,  the  receipt  whereof  is hereby

acknowledged, the parties hereto agree as follows:



     1. INVESTMENT  ADVISORY SERVICES.  The Adviser,  at its own expense,  shall

furnish the following services and facilities to the Trust:



     (a)  Investment  Program.  The  Adviser  will (i) furnish  continuously  an

investment  program  of  each  Fund,  (ii)  determine  (subject  to the  overall

supervision  and review of the Board of Trustees of the Trust) what  investments

shall be  purchased,  held sold or exchanged by each Fund and what  portion,  if

any, of the assets of each Fund shall be held uninvested, and (iii) make changes

on behalf of the Trust in the investments of each Fund.



     (b) Office Space and Facilities. The Adviser shall furnish the Trust office

space in the offices of the Adviser,  or in such other place or places as may be

agreed  upon from time to time,  and all  necessary  office  facilities,  simple

business equipment,  supplies, utilities, and telephone service for managing the

investments of the Trust. These services are exclusive of the necessary services

and records of any  dividend  disbursing  agent,  transfer  agent,  registrar or

custodian,  and accounting and  bookkeeping  services to provided by the Trust's

transfer agent, record keeping service or custodian.



     (c)  Distribution  Expenses.  Except  as may be  provided  in  distribution

expense  plans as  contemplated  by Rule 12b-1  under the 1940 Act,  the Adviser



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shall bear all sales, promotions or distribution expenses in connection with the

distribution  of shares of any Fund and shall be the sole judge of the extent to

which sales or promotion expenses shall be incurred; provided, however, that the

Adviser  shall  not  be  obligated  to pay  for  any  portion  of  the  cost  of

prospectuses or periodic reports provided to shareholders.  Expenses incurred in

complying  with laws  regulating  the issue or sale of  securities  shall not be

deemed to be sales, promotion or distribution expenses.



     (d)  Portfolio  Transactions.  The  Adviser  shall place all orders for the

purchase  and sale of  portfolio  securities  for the  account of each Fund with

brokers or dealers  selected  by the  Adviser,  although  the Trust will pay the

actual  brokerage  commissions  on portfolio  transactions  in  accordance  with

Paragraph 2(c). In executing  portfolio  transactions  and selecting  brokers or

dealers, the Adviser will use its best efforts to seek on behalf of the Trust or

any Fund thereof the best overall terms available. In assessing the best overall

terms available for any  transaction,  the Adviser shall consider all factors it

deems relevant,  including the breadth of the market in the security,  the price

of the security,  the financial condition and execution capability of the broker

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