0000950137-09-002384 Sample Contracts

FORM OF FIN 48 TAX SERVICES AGREEMENT
Fin 48 Tax Services Agreement • March 30th, 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”).

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ASTON ASSET MANAGEMENT LLC FORM OF AMENDMENT TO SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • March 30th, 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”).

SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN ASTON ASSET MANAGEMENT LLC AND LAKE PARTNERS, INC.
Sub-Investment Advisory Agreement • March 30th, 2009 • Aston Funds • Delaware

SUB-INVESTMENT ADVISORY AGREEMENT (the “Agreement”) made this 30th day of March, 2009 by and between ASTON ASSET MANAGEMENT LLC (hereinafter referred to as the “Investment Adviser”) and LAKE PARTNERS, 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.

REVISED EXHIBIT A TO THE TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • March 30th, 2009 • Aston Funds

THIS EXHIBIT A, dated , 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/Lake Partners LASSO Alternatives Fund and to reflect the deletion of liquidated portfolios and changes to certain portfolio names. This Exhibit A shall supersede all previous forms of this Exhibit A.

REVISED EXHIBIT A TO THE CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • March 30th, 2009 • Aston Funds

THIS EXHIBIT A, dated as of , 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/Lake Partners LASSO Alternatives Fund and to reflect the deletion of certain liquidated portfolios and changes to certain portfolio names. This Exhibit A 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)
Sub-Investment Advisory Agreement • March 30th, 2009 • Aston Funds • 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”.

REVISED EXHIBIT A TO THE SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • March 30th, 2009 • Aston Funds

THIS EXHIBIT A, dated as of , 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 is revised for the addition of Aston/Lake Partners LASSO Alternatives Fund and to reflect the deletion of liquidated portfolios and changes to certain portfolio names. This Exhibit A shall supersede all previous forms of this Exhibit A.

REVISED SCHEDULE A TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • March 30th, 2009 • Aston Funds

THIS SCHEDULE A, dated , 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 Aston/Lake Partners LASSO Alternatives Fund and to reflect the deletion of liquidated portfolios and changes to certain portfolio names. This Exhibit A shall supersede all previous forms of this Exhibit A.

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