0001193125-16-723825 Sample Contracts

TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agency and Shareholder Services Agreement • September 28th, 2016 • Amg Funds Iii

This Transfer Agency And Shareholder Services Agreement is made as of July 1, 2016 (“Effective Date”) by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”), and each of AMG Funds, AMG Funds I, AMG Funds II, AMG Funds III and Aston Funds (individually, an “Investment Company”; collectively, the “Investment Companies”), each on its own behalf and on behalf of each of its Portfolios listed on Schedule B. Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term “Agreement” shall mean this Transfer Agency And Shareholder Services Agreement as constituted on the Effective Date, and thereafter as it may be amended from time to time as provided for herein. All references to “Schedule B” herein mean Schedule B attached hereto as constituted on the Effective Date, and thereafter as it may be amended from time to t

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SUBADVISORY AGREEMENT
Subadvisory Agreement • September 28th, 2016 • Amg Funds Iii • Connecticut

AMG MANAGERS CADENCE CAPITAL APPRECIATION FUND (the “Fund”) is a series of a Massachusetts business trust (the “Trust”) that is registered as an investment company under the Investment Company Act of 1940, as amended (the “Act”), and subject to the rules and regulations promulgated thereunder.

FORM OF AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • September 28th, 2016 • Amg Funds Iii • Massachusetts

AMENDED AND RESTATED ADMINISTRATION AGREEMENT (the “Agreement”), dated as of October 1, 2016, amending and restating the Administration and Shareholder Servicing Agreement dated April 1, 1999, and as amended from time to time, between AMG Funds III (the “Trust”), a Massachusetts business trust, and AMG Funds LLC (the “Administrator”), a limited liability company organized under the laws of Delaware.

FORM OF AMENDMENT NO. 2 DATED AS OF OCTOBER 1, 2016 TO FUND MANAGEMENT AGREEMENT DATED AS OF APRIL 1, 1999
Fund Management Agreement • September 28th, 2016 • Amg Funds Iii

WHEREAS, AMG FUNDS III (formerly, THE MANAGERS FUNDS), a Massachusetts business trust having its principal place of business in Greenwich, Connecticut (the “Company”), and AMG FUNDS LLC (formerly, MANAGERS INVESTMENT GROUP LLC, which was formerly THE MANAGERS FUNDS LLC), a limited liability company organized under the laws of the State of Delaware and having its principal place of business in Greenwich, Connecticut (the “Manager”), entered into an Fund Management Agreement dated as of April 1, 1999 (as amended through the date hereof, the “Fund Management Agreement”);

July 15, 2016 AMG Funds LLC
Amg Funds Iii • September 28th, 2016
CUSTODY AGREEMENT by and between each of AMG FUNDS AMG FUNDS I AMG FUNDS II AMG FUNDS III ASTON FUNDS and THE BANK OF NEW YORK MELLON
Custody Agreement • September 28th, 2016 • Amg Funds Iii • New York

CUSTODY AGREEMENT, dated as of June , 2016 and effective July 1, 2016 (the “Effective Date”), between each investment company listed on the signature page hereto (each, a “Fund” and collectively, the “Funds”) and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).

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