0000950137-09-001386 Sample Contracts

SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN ASTON ASSET MANAGEMENT LLC AND ABN AMRO ASSET MANAGEMENT, INC.
Sub-Investment Advisory Agreement • February 27th, 2009 • 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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SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN ASTON ASSET MANAGEMENT LLC AND RIVER ROAD ASSET MANAGEMENT, LLC
Sub-Investment Advisory Agreement • February 27th, 2009 • 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 RIVER ROAD ASSET MANAGEMENT, LLC (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 • February 27th, 2009 • 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”).

FORM OF RUSSIAN ADDENDUM
Aston Funds • February 27th, 2009
REVISED EXHIBIT A TO THE CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • February 27th, 2009 • Aston Funds

THIS EXHIBIT A, dated as of February 29, 2008, is revised Exhibit A to that certain Custodian Services Agreement dated as of May 5, 2003, as amended, between PFPC Trust Company and Aston Funds (f/k/a ABN AMRO 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.

Re: Investment Advisory Agreement with ABN AMRO Asset Management, Inc. dated February 28, 2008 (the “Investment Advisory Agreement”)
Aston Funds • February 27th, 2009

Pursuant to the Investment Advisory Agreement, we are hereby providing notification of the addition of ABN AMRO Money Market Fund (the “Fund”), as an existing series of the Aston Funds. Attached hereto are amended Schedules A and B to the Investment Advisory Agreement to reflect, among other things, the appropriate effective date, initial term and annual fee rate for the Fund.

REVISED EXHIBIT A TO THE SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
And Accounting Services Agreement • February 27th, 2009 • Aston Funds

THIS EXHIBIT A, dated September 25, 2008 and retroactive to February 29, 2008, is revised Exhibit A to that certain Sub-Administration and Accounting 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 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.

SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN ASTON ASSET MANAGEMENT LLC AND ABN AMRO ASSET MANAGEMENT, INC.
Sub-Investment Advisory Agreement • February 27th, 2009 • 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.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 27th, 2009 • Aston Funds • Delaware

AGREEMENT made this 28th day of February, 2008 by and between ASTON FUNDS, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust set forth on Schedule A hereto as may be amended from time to time (each individually, a “Fund” and collectively, the “Funds”) and ABN AMRO ASSET MANAGEMENT, INC., an Illinois corporation (the “Adviser”).

ASTON ASSET MANAGEMENT LLC FORM OF AMENDMENT TO SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • February 27th, 2009 • Aston Funds

This Amendment (the “Amendment”) is made as of the ___day of , 200___, by and between PNC GLOBAL INVESTMENT SERVICING (U.S.) INC. (f/k/a PFPC Inc.) (“PNC”) and ASTON ASSET MANAGEMENT LLC, assignee to ABN AMRO Investment Fund Services, Inc. (the “Administrator”).

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 • February 27th, 2009 • 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”.

AMENDMENT TO SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • February 27th, 2009 • 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 18, 2008.

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