0001534424-14-000318 Sample Contracts

SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN ASTON Asset Management, LLC AND Fairpointe Capital LLC
Sub-Investment Advisory Agreement • December 19th, 2014 • Aston Funds • Delaware

SUB-INVESTMENT ADVISORY AGREEMENT (the “Agreement”) made this 30th day of May, 2014 by and between ASTON ASSET MANAGEMENT, LLC (hereinafter referred to as the “Investment Adviser”) and FAIRPOINTE CAPITAL 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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Aston Funds
Aston Funds • December 19th, 2014
Form of Exhibit A To Rule 17f-5 and Rule 17f-7 Letter Agreement
Letter Agreement • December 19th, 2014 • Aston Funds

This Exhibit A, amended and restated effective as of _____________, 2014, is the Exhibit A to that certain Rule 17f-5 and Rule 17f-7 Letter Agreement dated April 11, 2011, as amended, between Aston Funds and The Bank of New York Mellon. This Exhibit A shall supersede all previous forms of this Exhibit A.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 19th, 2014 • Aston Funds • Delaware

INVESTMENT ADVISORY AGREEMENT (the “Agreement”) made this 30th day of May, 2014 by and between ASTON FUNDS, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust set forth on Schedule A hereto as may be amended from time to time (each, a “Fund” and collectively, the “Funds”) and ASTON ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”).

EXPENSE reimbursement AGREEMENT
Expense Reimbursement Agreement • December 19th, 2014 • Aston Funds

EXPENSE REIMBURSEMENT AGREEMENT (the “Agreement”), dated as of May 30, 2014 by and between ASTON FUNDS (the “Trust”), on behalf of the series of the Trust set forth in Schedule A (the “Fund”), and ASTON ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “Adviser”).

FORM OF REVISED SCHEDULE A TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • December 19th, 2014 • Aston Funds

THIS SCHEDULE A, dated _________, 2014, 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/Fairpointe Focused Equity Fund and ASTON/TAMRO International Small Cap Fund. This Schedule A supersedes all previous forms of Schedule A.

TO THE SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
And Accounting Services Agreement • December 19th, 2014 • Aston Funds

THIS EXHIBIT A, amended and restated effective as of December __, 2014, is the 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. and Aston Asset Management, LP. This Exhibit A supersedes all previous forms of Exhibit A.

Re: Sub-Investment Advisory Agreement between Aston Asset Management, LLC and Fairpointe Capital LLC dated May 30, 2014 (the “Sub-Investment Advisory Agreement”)
Aston Funds • December 19th, 2014

Pursuant to the Sub-Investment Advisory Agreement, we are hereby providing notification of a new series of Aston Funds to be called ASTON/Fairpointe Focused Equity Fund (the “New Series”).

TAMRO Capital Partners LLC
Aston Funds • December 19th, 2014
FORM OF AMENDED AND RESTATED EXHIBIT A TO THE CUSTODIAN SERVICES AGREEMENT
The Custodian Services Agreement • December 19th, 2014 • Aston Funds

THIS EXHIBIT A, amended and restated effective as of December __, 2014, is the 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 shall supersede all previous forms of this Exhibit A.

Form of Amendment To Transfer Agency Services Agreement
Transfer Agency Services Agreement • December 19th, 2014 • Aston Funds

This Amendment To Transfer Agency Services Agreement, dated as of December __, 2014 (“Amendment”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and Aston Funds (the “Fund”) and the Portfolios of the Fund.

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