0000950137-08-014639 Sample Contracts

FORM OF SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN ASTON ASSET MANAGEMENT LLC AND ABN AMRO ASSET MANAGEMENT, INC.
Sub-Investment Advisory Agreement • December 30th, 2008 • Aston Funds • Delaware

SUB-INVESTMENT ADVISORY AGREEMENT (the “Agreement”) made this 17th day of October, 2007 by and between ASTON ASSET MANAGEMENT LLC (hereinafter referred to as the “Investment Adviser”) and ABN AMRO ASSET MANAGEMENT, INC. (hereinafter referred to as the “Subadviser”), which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.

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FORM OF SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN ASTON ASSET MANAGEMENT LLC AND ABN AMRO ASSET MANAGEMENT, INC.
Sub-Investment Advisory Agreement • December 30th, 2008 • Aston Funds • Delaware

SUB-INVESTMENT ADVISORY AGREEMENT (the “Agreement”) made this 17th day of October, 2007 by and between ASTON ASSET MANAGEMENT LLC (hereinafter referred to as the “Investment Adviser”) and ABN AMRO ASSET MANAGEMENT, INC. (hereinafter referred to as the “Subadviser”), which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.

FORM OF FIN 48 TAX SERVICES AGREEMENT
Tax Services Agreement • December 30th, 2008 • Aston Funds

THIS FIN 48 TAX SERVICES AGREEMENT (“Agreement”), dated December ___, 2008, is between PNC Global Investment Servicing (U.S.) Inc., a Massachusetts corporation (“PNC”), and Aston Funds, a corporation (“Fund”).

REVISED EXHIBIT A TO THE TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • December 30th, 2008 • Aston Funds

THIS EXHIBIT A, dated September 25, 2008 and retroactive to February 29, 2008, is revised Exhibit A to that certain Transfer Agency Services Agreement dated as of April 1, 2000, as amended, between PNC Global Investment Servicing (U.S.) Inc. (f/k/a PFPC Inc.) and Aston Funds (f/k/a Alleghany Funds). This Exhibit A is revised for the addition of Aston/New Century Absolute Return ETF Fund and shall supersede all previous forms of this Exhibit A.

AMENDMENT NO. 1 TO THE SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN ASTON ASSET MANAGEMENT LLC AND TAMRO CAPITAL PARTNERS LLC (FORMERLY TASHO INVESTMENT, LLC)
Aston Funds • December 30th, 2008 • Delaware

AMENDMENT NO. 1 (this “Amendment”), dated as of October 1, 2008, to the Sub Investment Advisory Agreement, dated June 30, 2007, between ASTON ASSET MANAGEMENT LLC (hereinafter referred to as the “Investment Adviser”) and TAMRO CAPITAL PARTNERS LLC (formerly Tasho Investment, LLC and hereinafter referred to as the “Subadviser”) with respect to the Aston/TAMRO Small Cap Fund (the “Sub-Investment Advisory Agreement”). The Aston/TAMRO Small Cap Fund is referred to herein as the “Fund”.

FORM OF AMENDMENT TO SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
And Accounting Services Agreement • December 30th, 2008 • Aston Funds

This Amendment is an amendment to the Sub-Administration and Accounting Services Agreement between PNC Global Investment Servicing (U.S.) Inc. (formerly known as PFPC Inc.) (“PNC”) and Aston Asset Management LLC (as assigned from ABN AMRO Investment Fund Services, Inc.) (the “Administrator”) dated as of April 1, 2000, as amended to date (the “Agreement”) with respect to Aston Funds (the “Fund”). The date of this Amendment is as of September , 2008.

REVISED EXHIBIT A TO THE SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
And Accounting Services Agreement • December 30th, 2008 • Aston Funds

THIS EXHIBIT A, dated as of ___ ___ , 2008, is revised Exhibit A to that certain Sub-Administration and Accounting Services Agreement dated as of April 1, 2000, as amended, between PFPC Inc. and Aston Asset Management LLC, assignee to ABN AMRO Investment Fund Services, Inc. (f/k/a Alleghany Investment Services). This Exhibit A shall supersede all previous forms of this Exhibit A.

REVISED SCHEDULE A TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • December 30th, 2008 • Aston Funds

THIS SCHEDULE A, dated September 25, 2008 and retroactive to February 29, 2008, is revised Schedule A to that certain Distribution Agreement dated as of September 27, 2001, as amended, between Aston Funds (f/k/a ABN AMRO Funds) and PFPC Distributors, Inc., assignee to ABN AMRO Distribution Services (USA), Inc. This Exhibit A is revised for the addition of the Aston/New Century Absolute Return ETF and shall supersede all previous forms of this Exhibit A.

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