0001193125-09-261670 Sample Contracts

SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN ASTON ASSET MANAGEMENT LLC AND M.D. SASS INVESTORS SERVICES, INC.
Sub-Investment Advisory Agreement • December 30th, 2009 • Aston Funds • Delaware

SUB-INVESTMENT ADVISORY AGREEMENT (the “Agreement”) made this 1st day of June, 2009 by and between ASTON ASSET MANAGEMENT LLC(hereinafter referred to as the “Investment Adviser”) and M.D. SASS INVESTORS SERVICES, 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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REVISED EXHIBIT A TO THE TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • December 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/Fasciano Small Cap 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
The Distribution Agreement • December 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/Fasciano Small Cap 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.

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

The SUB-INVESTMENT ADVISORY AGREEMENT (the “Agreement”) dated March 30, 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”), shall be amended as follows (the “Amendment”). This Amendment 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.

SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN ASTON ASSET MANAGEMENT LLC AND LAKE PARTNERS, INC.
Sub-Investment Advisory Agreement • December 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.

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

RED FLAG SERVICES AMENDMENT TO TRANSFER AGENCY SERVICE AGREEMENT
Transfer Agency Service Agreement • December 30th, 2009 • Aston Funds

This Red Flags Services Amendment To Transfer Agency Services Agreement, dated as of June 1, 2009, is being entered into by and between PNC and the Aston Funds. Capitalized terms used but not defined in this Amendment shall have the meaning ascribed to them in the Agreement.

REVISED EXHIBIT A TO THE SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
And Accounting Services Agreement • December 30th, 2009 • Aston Funds

THIS EXHIBIT A, dated as of December 21, 2009, 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/Fasciano Small Cap 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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