Aston Funds

December 19, 2014

Aston Funds

000 Xxxxx XxXxxxx Xxxxxx, 25th Floor

Chicago, IL 60602

Re: Expense Reimbursement Agreement between Aston Funds and Aston Asset

Management, LLC dated May 30, 2014 (the “Expense Reimbursement

Agreement”)

Ladies and Gentlemen:

Pursuant to Section 4.5 of the Expense Reimbursement Agreement, we are hereby requesting to amend and restate Schedule A to the Expense Reimbursement Agreement to incorporate Class N and I Shares of ASTON/Fairpointe Focused Equity Fund and ASTON/TAMRO International Small Cap Fund. Attached hereto is an Amended and Restated Schedule A to the Expense Reimbursement Agreement.

By acknowledging below, you agree to the Amended and Restated Schedule A to the Expense Reimbursement Agreement in its entirety as attached hereto.

ASTON ASSET MANAGEMENT, LLC
By:		/s/ Xxxxxx X. Xxxxxx

Name:		Xxxxxx X. Xxxxxx
Its:		Chief Executive Officer

Accepted this 19th day

of December, 2014

ASTON FUNDS
By:		/s/ Xxxxxx X. Xxxxxxxxxx

Name:		Xxxxxx X. Xxxxxxxxxx
Its:		Senior Vice President and Secretary

AMENDED AND RESTATED SCHEDULE A

Fund		Current Term		Class N				Class I
ASTON/Anchor Capital Enhanced Equity Fund		February 28, 2015			1.40%				1.15%
ASTON/Barings International Fund		February 28, 2015			1.40%				1.15%
ASTON/DoubleLine Core Plus Fixed Income Fund		February 28, 2015			0.94%				0.69%
ASTON/Guardian Capital Global Dividend Fund		April 9, 2015			1.30%				1.05%
ASTON/Xxxxxxx Large Cap Value Fund		February 28, 2015			1.30%				1.05%
ASTON/Lake Partners LASSO Alternatives Fund		February 28, 2015			1.45%				1.20%
ASTON/LMCG Emerging Markets Fund		February 28, 2015			1.43%				1.18%
ASTON/LMCG Small Cap Growth Fund		February 28, 2015			1.35%				1.10%
ASTON/Montag & Xxxxxxxx Mid Cap Growth Fund		February 28, 2015			1.25%				-
ASTON/Montag & Xxxxxxxx Mid Cap Growth Fund		May 31, 2015			-				1.00%
ASTON/Pictet International Fund		April 9, 2015			1.40%				1.15%
ASTON/River Road Dividend All Cap Value Fund II		February 28, 2015			1.30%				1.05%
ASTON/River Road Select Value Fund		February 28, 2015			1.50%				1.25%
ASTON/River Road Independent Value Fund		February 28, 2015			1.42%				1.17%
ASTON/River Road Long-Short Fund		February 28, 2015			1.70%				1.45%
ASTON/Silvercrest Small Cap Fund		February 28, 2015			1.40%				1.15%
ASTON/Fairpointe Focused Equity Fund		February 29, 2016			1.15%				0.90%
ASTON/TAMRO International Small Cap Fund		February 29, 2016			1.50%				1.25%

Amended and Restated July, 1, 2014

Amended and Restated December 18, 2014