INVESTMENT ADVISORY AGREEMENT

     THIS  AGREEMENT is made and entered  into as of the ____ day of  _________,
200_ by and between  ABERDEEN FUNDS (the "Trust"),  a Delaware  statutory trust,
and ABERDEEN  ASSET  MANAGEMENT  INC. (the  "Adviser"),  a Delaware  corporation
registered under the Investment  Advisers Act of 1940, as amended (the "Advisers
Act").

                              W I T N E S S E T H :

     WHEREAS,   the  Trust  is  registered  with  the  Securities  and  Exchange
Commission (the "SEC") as an open-end  management  investment  company under the
Investment Company Act of 1940, as amended (the "1940 Act");

     WHEREAS,  the Trust  desires  to retain  the  Adviser  to  furnish  certain
investment  advisory services,  as described herein,  with respect to certain of
the series of the Trust,  all as now are or may be hereafter listed on Exhibit A
to this Agreement (each, a "Fund"); and

     WHEREAS,  the Adviser  represents  that it is willing and  possesses  legal
authority to render such services  subject to the terms and conditions set forth
in this Agreement,

     NOW, THEREFORE,  the Trust and the Adviser do mutually agree and promise as
follows:

1.   Appointment  as Adviser.  The Trust  hereby  appoints the Adviser to act as
     investment  adviser to each Fund  subject to the terms and  conditions  set
     forth in this  Agreement.  The Adviser hereby accepts such  appointment and
     agrees to furnish the services  hereinafter  described for the compensation
     provided for in this Agreement.

2.   Duties of Adviser.

     a.   Investment Management Services.

          (i)  Subject to the  supervision of the Trust's Board of Trustees (and
               except as otherwise  permitted  under the terms of any  exemptive
               relief  obtained  by the  Adviser  from  the  SEC,  or by rule or
               regulation),  the  Adviser  will  provide,  or  arrange  for  the
               provision  of,  a  continuous   investment  program  and  overall
               investment   strategies  for  each  Fund,   including  investment
               research  and  management  with  respect  to all  securities  and
               investments  and cash  equivalents in each Fund. The Adviser will
               determine, or arrange for others to determine,  from time to time
               what securities and other investments will be purchased, retained
               or sold by each Fund and will implement, or arrange for others to
               implement, such determinations through the placement, in the name
               of a Fund, of orders for the execution of portfolio  transactions
               with or through  such  brokers or dealers as may be so  selected.
               The Adviser will  provide,  or arrange for the  provision of, the
               services  under  this  Agreement  in  accordance  with the stated
               investment policies and restrictions of each Fund as set forth in
               that  Fund's  current  prospectus  and  statement  of  additional
               information as currently in effect and as supplemented or amended
               from time to time  (collectively  referred to  hereinafter as the
               "Prospectus")  and subject to the directions of the Trust's Board
               of  Trustees.  With  respect  to foreign  securities,  at its own
               expense,  the Adviser may obtain  statistical  and other  factual
               information and advice regarding economic factors and trends from
               its foreign subsidiaries, and may obtain investment services from
               the  investment  advisory  personnel  of its  affiliates  located
               throughout   the   world   to   the   extent    permitted   under
               interpretations of the federal securities laws.

          (ii) Subject to the  provisions of this Agreement and the 1940 Act and
               any exemptions thereto,  the Adviser is authorized to appoint one
               or more qualified  subadvisers  (each a "Subadviser")  to provide
               each Fund with certain services required by this Agreement.  Each
               Subadviser  shall have such investment  discretion and shall make
               all  determinations  with respect to the  investment  of a Fund's
               assets as shall be assigned to that Subadviser by the Adviser and
               the  purchase and sale of  portfolio  securities  with respect to
               those  assets and shall take such  steps as may be  necessary  to
               implement its decisions.  The Adviser shall not be responsible or
               liable for the investment  merits of any decision by a Subadviser
               to purchase, hold, or sell a security for a Fund.

          (iii) Subject to the  supervision  and direction of the Trustees,  the
               Adviser shall (i) have overall supervisory responsibility for the

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