UNDERWRITING AGREEMENT
                                     BETWEEN
                                 ABERDEEN FUNDS
                                       AND
                         ABERDEEN FUND DISTRIBUTORS, LLC


     AGREEMENT,  made as of the [___] day of [________],  [____], by and between
Aberdeen  Funds (the "Trust"),  a Delaware  statutory  trust,  and Aberdeen Fund
Distributors, LLC, a Delaware limited liability company, (the "Underwriter").

                              W I T N E S S E T H:

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

     WHEREAS, it is mutually desired that the Underwriter  undertake as agent of
the  Trust,  the sale  and  distribution  of  shares  of each of the  investment
portfolios of the Trust which are listed on Schedule A to this Agreement (each a
"Fund");

     NOW,  THEREFORE,  intending to be legally bound  hereunder,  the parties do
mutually agree and promise as follows:

     1.  Appointment as  Underwriter.  The Trust hereby appoints the Underwriter
its agent for the sale of the shares covered by the  registration  statement for
the Trust. As used in this Agreement,  the "registration  statement" shall refer
to the  Trust's  current  registration  on  Form  N-1A  and  shall  include  the
prospectus  (Part A), Statement of Additional  Information  (Part B) and Part C,
and together the current  prospectus  and  Statement of  Additional  Information
shall be referred to as the "Prospectus." The Trust understands that Underwriter
may in the  future  be the  distributor  of the  shares  of  several  investment
companies  or  series  (together,   "Companies")   including   Companies  having
investment  objectives  similar to those of the  Trust.  The Trust  agrees  that
Underwriter's  duties to such Companies shall not be deemed in conflict with its
duties to the Trust under this paragraph.

     2.  Duties  of  Underwriter.

          (a) The Underwriter hereby accepts such appointment as distributor for
     the sale of the  shares  and  agrees  that it will use its best  efforts to
     solicit  orders  for  the  sale  of the  shares  and  will  undertake  such
     advertising and promotion as it believes reasonable in connection with such
     solicitation.   The  Underwriter   shall,  at  its  own  expense,   finance
     appropriate  activities which are primarily  intended to result in the sale
     of the shares, including, but not limited to, advertising,  compensation of
     underwriters,  dealers and sales  personnel,  the  printing  and mailing of
     prospectuses  to other than  current  shareholders,  and the  printing  and
     mailing of sales literature.

          (b) In its  capacity  as  Underwriter,  Underwriter  agrees  to act in
     conformity with the Prospectus and the Trust's Agreement and Declaration of
     Trust  (the  "Declaration  of  Trust")  and  Bylaws  and with  instructions
     received  from the  Trustees  of the Trust and shall  conform to and comply
     with  all  applicable  laws,  rules  and  regulations,  including,  without
     limitation,  the 1940 Act, all rules and regulations promulgated by the SEC
     thereunder  and  all  rules  and  regulations  adopted  by  any  securities
     association  registered  under  the  Securities  Exchange  Act of 1934,  as
     amended.

          (c) The  Underwriter  may, and when requested by the Trustees or their
     representatives shall, suspend its efforts to effectuate sales of shares on
     behalf of the Trust at any time when in the opinion of the  Underwriter  or
     of the Trustees no sales should be made because of market or other economic

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