0001193125-10-267067 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • November 23rd, 2010 • Ashmore Funds • New York

AGREEMENT dated as of , , between Ashmore Funds, a business trust organized under the laws of the Commonwealth of Massachusetts, having its principal office and place of business at 61 Aldwych, London WC2B 4AE, United Kingdom (the “Fund”), and THE NORTHERN TRUST COMPANY (the “Custodian”), an Illinois company with its principal place of business at 50 South LaSalle Street, Chicago, Illinois 60603.

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TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN ASHMORE FUNDS AND THE NORTHERN TRUST COMPANY
Transfer Agency and Service Agreement • November 23rd, 2010 • Ashmore Funds • New York

AGREEMENT made as of this day of November, 2010, by and between ASHMORE FUNDS, a business trust organized under the laws of the state of Massachusetts with its principal place of business at 61 Aldwych, London WC2B 4AE (the “Trust”), acting on its own behalf and on behalf of each of its series listed in Schedule A, and THE NORTHERN TRUST COMPANY, a Illinois State Bank having its principal office and place of business at 50 LaSalle Street, Chicago, IL 60675, USA (the “Transfer Agent”).

Ashmore Funds FUND ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT THE NORTHERN TRUST COMPANY November __, 2010
Fund Administration and Accounting Services Agreement • November 23rd, 2010 • Ashmore Funds • New York

AGREEMENT made as of November , 2010 by and between Ashmore Funds (the “Trust”), a business trust organized under the laws of the Commonwealth of Massachusetts, on behalf of each of its separate series (each a “Fund”) and The Northern Trust Company (“Northern”), an Illinois corporation (each of the Trust and Northern being a “Party”).

AMENDED AND RESTATED BYLAWS OF ASHMORE FUNDS (Dated as of November 16, 2010)
Bylaws • November 23rd, 2010 • Ashmore Funds
EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • November 23rd, 2010 • Ashmore Funds • Massachusetts
INVESTMENT MANAGEMENT AGREEMENT Ashmore Funds
Investment Management Agreement • November 23rd, 2010 • Ashmore Funds

This Investment Management Agreement is executed as of , 2010 by and between ASHMORE FUNDS, a Massachusetts business trust (the “Trust”), on behalf of each series of the Trust identified from time to time on Schedule A to this Agreement (each a “Fund” and together the “Funds”), and ASHMORE INVESTMENT MANAGEMENT LIMITED, an investment adviser registered under the Investment Advisers Act of 1940 (the “Manager”).

ASHMORE FUNDS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • November 23rd, 2010 • Ashmore Funds • Massachusetts

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made this 16th day of November, 2010 by the Trustees hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided, amending and restating the Agreement and Declaration of Trust made at Boston, Massachusetts, the 6th day of August, 2010, for the purposes of eliminating references to the initial sole trustee, adding Trustees as signatories and making certain other changes hereto:

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