0001193125-10-043094 Sample Contracts

AMENDMENT TO SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN ASTON ASSET MANAGEMENT LLC AND LAKE PARTNERS, INC.
Sub-Investment Advisory Agreement • February 26th, 2010 • 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”), effective March 31, 2009. 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.

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AMENDMENT to the CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • February 26th, 2010 • Aston Funds

This AMENDMENT (this “Amendment”) amends as of the 18th day of December, 2009 (the “Effective Date”), the Custodian Services Agreement, dated as of May 5, 2003 between Aston Funds (f/k/a ABN AMRO Funds) (the “Fund”) and PFPC Trust Company (“PFPC Trust”), as amended to date (the “Agreement”).

REVISED EXHIBIT A TO THE CUSTODIAN SERVICES AGREEMENT
The Custodian Services Agreement • February 26th, 2010 • Aston Funds

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

FORM OF REVISED EXHIBIT A TO THE TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • February 26th, 2010 • 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.

SELLING AND/OR SERVICES AGREEMENT FOR ASTON FUNDS
Selling And • February 26th, 2010 • Aston Funds • Delaware

This Selling and/Or Services Agreement (the “Agreement”) is made by and between [NAME OF INTERMEDIARY] (the “Intermediary”) and PFPC Distributors, Inc. (the “Distributor"), and is effective as of the date accepted and agreed to by the Distributor below.

AMENDMENT NO. 2 TO SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN ASTON ASSET MANAGEMENT LLC AND TAMRO CAPITAL PARTNERS LLC (FORMERLY TASHO INVESTMENT, LLC)
Aston Funds • February 26th, 2010 • Delaware

AMENDMENT NO. 2 (this “Amendment”), dated as of December 18, 2009, 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 Diversified Equity Fund (formerly Aston/TAMRO Large Cap Value Fund and hereinafter referred to as the “Fund”) (the “Sub-Investment Advisory Agreement”).

REVISED EXHIBIT A TO THE SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
And Accounting Services Agreement • February 26th, 2010 • 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.

AMENDMENT to the SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • February 26th, 2010 • Aston Funds

This AMENDMENT (this “Amendment”) amends as of the 18th day of December, 2009 (the “Effective Date”), the Sub-Administration and Accounting Services Agreement, dated as of April 1, 2000, between Aston Asset Management LLC (as assigned from ABN AMRO Investment Fund Services, Inc.) (the “Administrator”) and PNC Global Investment Servicing (U.S.) Inc. (f/k/a PFPC Inc.) (“PNC”), as amended to date (the “Agreement”).

REVISED SCHEDULE A TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • February 26th, 2010 • Aston Funds

THIS SCHEDULE A, dated December 21, 2009, 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 the TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • February 26th, 2010 • Aston Funds

This AMENDMENT (this “Amendment”) amends as of the 18th day of December, 2009 (the “Effective Date”), the Transfer Agency Services Agreement, dated as of April 1, 2000, between Aston Funds (f/k/a ABN AMRO Funds) (the “Fund”) and PNC Global Investment Servicing (U.S.) Inc. (f/k/a PFPC Inc.) (“PNC”), as amended to date (the “Agreement”).

Aston Asset Management LLC
Aston Funds • February 26th, 2010
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