0001193125-12-517982 Sample Contracts

SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN ASTON ASSET MANAGEMENT, LP AND ANCHOR CAPITAL ADVISORS LLC
Sub-Investment Advisory Agreement • December 28th, 2012 • Aston Funds • Delaware

SUB-INVESTMENT ADVISORY AGREEMENT (the “Agreement”) made this 29th day of June, 2012 by and between ASTON ASSET MANAGEMENT, LP (hereinafter referred to as the “Investment Adviser”) and Anchor Capital Advisors 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.

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REVISED EXHIBIT A TO THE TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • December 28th, 2012 • Aston Funds

THIS EXHIBIT A, dated June 22, 2012, is revised Exhibit A to that certain Transfer Agency Services Agreement dated as of April 1, 2000, as amended, between BNY Mellon Investment Servicing (US) Inc. (formerly PNC Global Investment Servicing (U.S.) Inc.) and Aston Funds (f/k/a Alleghany Funds). This Exhibit A is revised for the addition of ASTON/River Road Dividend All Cap Value Fund II. This Exhibit A shall supersede all previous forms of this Exhibit A.

REVISED EXHIBIT A TO THE CUSTODIAN SERVICES AGREEMENT
The Custodian Services Agreement • December 28th, 2012 • Aston Funds

THIS EXHIBIT A, dated as of June 22, 2012, is revised Exhibit A to that certain Custodian Services Agreement dated as of May 5, 2003, as amended, between The Bank of New York Mellon, assignee to PFPC Trust Company, and Aston Funds (f/k/a ABN AMRO Funds). This Exhibit A is revised for the addition of ASTON/River Road Dividend All Cap Value Fund II. This Exhibit A shall supersede all previous forms of this Exhibit A.

AMENDMENT to TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • December 28th, 2012 • Aston Funds

This AMENDMENT (this “Amendment”) amends as of the 1st day of July, 2012 (the “Effective Date”), the Transfer Agency Services Agreement, dated as of April 1, 2000 and amended from time to time, between Aston Funds (formerly, ABN AMRO Funds) (the “Fund”) and BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.) Inc. and prior, PFPC Inc.) (“BNY Mellon”) (as amended, the “Agreement”).

AMENDMENT NO. 11 TO ADMINISTRATION AGREEMENT
Administration Agreement • December 28th, 2012 • Aston Funds

This AMENDMENT NO. 11, effective July 1, 2012, is made by and between Aston Funds (formerly, ABN AMRO Funds), a Delaware statutory trust (the “Trust”) and Aston Asset Management, LP (formerly, Aston Asset Management LLC), a Delaware limited partnership (the “Administrator”) (collectively, the “Parties”).

REVISED SCHEDULE A TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • December 28th, 2012 • Aston Funds

THIS SCHEDULE A, dated June 22, 2012, is revised Schedule A to that certain Distribution Agreement dated as of April 1, 2012, between Aston Funds and Foreside Funds Distributors LLC. (formerly known as BNY Mellon Distributors, Inc). This Schedule A is revised for the addition of ASTON/River Road Dividend All Cap Value Fund II. This Schedule A shall supersede all previous forms of this Schedule A.

REVISED EXHIBIT A TO THE SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Administration and Accounting Services Agreement • December 28th, 2012 • Aston Funds

THIS EXHIBIT A, dated as of June 22, 2012, is revised Exhibit A to that certain Sub-Administration and Accounting Services Agreement dated as of April 1, 2000, as amended, between BNY Mellon Investment Servicing (US) Inc. (formerly PNC Global Investment Servicing (U.S.) Inc.) and Aston Asset Management, LP (formerly 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/ River Road Dividend All Cap Value Fund II Fund. This Exhibit A shall supersede all previous forms of this Exhibit A.

AMENDMENT to SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Sub-Administration and Accounting Services Agreement • December 28th, 2012 • Aston Funds

This AMENDMENT (this “Amendment”) amends as of the 1st day of July, 2012 (the “Effective Date”), the Sub-Administration and Accounting Services Agreement, dated as of April 1, 2000 and amended from time to time, between Aston Asset Management, LP (as assigned from ABN AMRO Investment Fund Services, Inc.) (the “Administrator”) and BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.) Inc. and prior, PFPC Inc.) (“BNY Mellon”) (as amended, the “Agreement”).

AMENDMENT to CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • December 28th, 2012 • Aston Funds

This AMENDMENT (this “Amendment”) amends as of the 1st day of July, 2012 (the “Effective Date”), the Custodian Services Agreement, dated as of May 5, 2003 and amended from time to time between Aston Funds (formerly, ABN AMRO Funds) (the “Fund”) and The Bank of New York Mellon (as assigned from PFPC Trust Company) (“Custodian”) (as amended, the “Agreement”).

Aston Funds Distribution Agreement
Distribution Agreement • December 28th, 2012 • Aston Funds

Effective as of the closing of the sale of BNY Mellon Distributors LLC to Foreside Distributors, LLC by The Bank of New York Mellon Corporation, Aston Funds (the “Fund Company”), on behalf of each series thereof (each a “Fund” and collectively, the “Funds”) and Foreside Funds Distributors LLC (formerly known as BNY Mellon Distributors LLC - the “Distributor”) hereby enter into this Distribution Agreement on terms identical to those of the Distribution Agreement between the parties effective as of July 1, 2010 (the “Existing Agreement”) except as noted below. Capitalized terms used herein without definition have the meanings given them in the Existing Agreement.

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