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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

ABN AMRO FUNDS
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(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

- --------------------------------------------------------------------------------

2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.

SEC 1913 (02-02)

ABN AMRO ASSET MANAGEMENT LOGO JULY 7, 2006

ABN AMRO FUNDS

ABN AMRO BALANCED FUND
ABN AMRO BOND FUND
ABN AMRO GROWTH FUND
ABN AMRO HIGH YIELD BOND FUND
ABN AMRO INVESTMENT GRADE BOND FUND
ABN AMRO MID CAP FUND
ABN AMRO MID CAP GROWTH FUND
ABN AMRO MUNICIPAL BOND FUND
ABN AMRO REAL ESTATE FUND
ABN AMRO VALUE FUND
ABN AMRO/MONTAG & CALDWELL BALANCED FUND
ABN AMRO/MONTAG & CALDWELL GROWTH FUND
ABN AMRO/RIVER ROAD DYNAMIC EQUITY INCOME FUND
ABN AMRO/RIVER ROAD SMALL CAP VALUE FUND
ABN AMRO/TAMRO LARGE CAP VALUE FUND
ABN AMRO/TAMRO SMALL CAP FUND
ABN AMRO/VEREDUS AGGRESSIVE GROWTH FUND
ABN AMRO/VEREDUS SCITECH FUND
ABN AMRO/VEREDUS SELECT GROWTH FUND

161 NORTH CLARK STREET
CHICAGO, ILLINOIS 60601

DEAR FELLOW SHAREHOLDER:

The ABN AMRO Funds listed above will jointly hold a Special Meeting of
Shareholders (the "Special Meeting") on August 25, 2006, at 9:00 a.m. Eastern
time, at the offices of PFPC, Inc., 4400 Computer Drive, Westborough,
Massachusetts 01581. You are being asked to consider the proposals described in
the enclosed materials as a result of ABN AMRO's decision to exit the business
of sponsoring and operating proprietary mutual fund products in the United
States and to sell that business to Highbury Financial Inc. ("Highbury"). If you
are a shareholder of record as of the close of business on June 15, 2006, you
are entitled to vote on a proposal to appoint Aston Asset Management LLC
("Aston"), a subsidiary of Highbury, as the investment adviser to your Fund.
Under the arrangement, Aston will assume responsibility for the Fund's
day-to-day administrative and marketing operations and will delegate investment
management responsibility to a subadviser. In most cases, your current
investment adviser or subadviser will remain in place as a subadviser to Aston.

While we encourage you to read the Questions and Answers section and the
full text of the enclosed proxy statement, the proposals are summarized as
follows:

- To approve a new investment advisory agreement with Aston Asset
Management LLC;

- Except as noted below, to approve a new subadvisory agreement between
Aston and your current investment adviser or subadviser;

- For ABN AMRO Balanced Fund, to approve a new subadvisory agreement
between Aston and ABN AMRO Asset Management, Inc. for the equity
component of the portfolio and between Aston and Taplin, Canida &
Habacht, Inc. for the fixed income component of the portfolio;

- For ABN AMRO Municipal Bond Fund, to approve a new subadvisory agreement
between Aston and McDonnell Investment Management, LLC;

- For ABN AMRO Bond Fund and ABN AMRO Investment Grade Bond Fund, to
approve a new subadvisory agreement between Aston and Taplin, Canida &
Habacht, Inc.; and

- To approve a "manager of managers" structure for each Fund that, if
approved by the Board of Trustees in the future, would permit the
investment adviser to hire and replace subadvisers and to modify
subadvisory agreements without shareholder approval.

YOUR FUND'S BOARD OF TRUSTEES HAS APPROVED THE PROPOSALS AND URGES YOU TO
VOTE "FOR" EACH PROPOSAL.

YOUR VOTE IS IMPORTANT! Please review the attached proxy statement carefully.
Enclosed is a proxy card that we ask you to complete, sign, date and return as
soon as possible in the postage-paid envelope. You may also vote by telephone or
over the Internet using the toll-free telephone number or web address printed on
your proxy card. Thank you for your attention and your vote with regard to this
important proposal. Please call proxy services at 866-390-7202 if you need more
information.

Thank you for your response, and we look forward to serving your future
investment needs.

Sincerely,

ANDERSON LOGO
Kenneth C. Anderson
President

JULY 7, 2006

IMPORTANT NOTICE TO FUND SHAREHOLDERS

While we encourage you to read the full text of the enclosed Proxy
Statement, here is a brief overview of the proposals that are being presented to
shareholders for a vote.

QUESTIONS AND ANSWERS

Q. WHY AM I RECEIVING THIS PROXY STATEMENT?

A. Currently, ABN AMRO Asset Management, Inc. and its affiliates (collectively,
"ABN AMRO") serve as the investment adviser to each series of ABN AMRO Funds
(the "Trust") pursuant to an investment advisory agreement. For certain
funds, ABN AMRO has entered into subadvisory agreements pursuant to which a
subadviser has been retained to furnish investment advisory services to your
fund. ABN AMRO also provides, or arranges for the provision of, most of the
services necessary to operate the Funds, including administration, fund
accounting, shareholder services, and marketing and distribution-related
services. On April 20, 2006, ABN AMRO entered into a definitive agreement
with Highbury Financial Inc. ("Highbury") to sell substantially all of its
assets related to its U.S. mutual fund business to Highbury and a newly
formed subsidiary of Highbury, Aston Asset Management LLC ("Aston"). The
transactions contemplated by the agreement are referred to as the Strategic
Transaction. As a result of the Strategic Transaction, Aston would become the
investment adviser and administrator of each series of the Trust covered by
this proxy statement (each, a "Fund" and collectively, the "Funds"). The
Trust and the Funds would change their names and be known as the Aston Funds.
ABN AMRO would continue to be responsible for the day-to-day management of
each Fund as subadviser to Aston, except as described below.

This proxy statement seeks shareholder approval of a new investment advisory
agreement with Aston and new subadvisory agreements with respect to each
Fund. If shareholders approve these proposals and the Strategic Transaction
is consummated, the current investment advisory and subadvisory agreements
with each Fund will be terminated. The proxy statement also seeks shareholder
approval of a "manager of managers" structure that would permit Aston to hire
and replace subadvisers and to modify subadvisory agreements without
shareholder approval.

The enclosed Proxy Statement gives you additional information on the proposed
new investment advisory agreement and new subadvisory agreement for your
Fund. Please refer to the Proxy Statement for a detailed explanation of the
items you are being asked to vote on.

Q. WHY IS A VOTE ON THE PROPOSED NEW ADVISORY AGREEMENT AND SUBADVISORY
AGREEMENT REQUIRED?

A. The Strategic Transaction will result in the termination of the investment
advisory agreement between each Fund and ABN AMRO and (for Funds currently
managed by a subadviser) the subadvisory agreement between ABN AMRO and a
Fund's subadviser. The Investment Company Act of 1940, as amended ("1940
Act"), requires shareholders to approve the new investment advisory agreement
with Aston and the new subadvisory agreement between Aston and the applicable
subadviser for each Fund in order for them to become effective.

Q. HOW WILL THE STRATEGIC TRANSACTION AFFECT THE MANAGEMENT OF MY FUND?

A. Upon completion of the Strategic Transaction, Aston will serve as investment
adviser to your Fund. Aston currently intends to manage your Fund by
delegating the day-to-day management responsibilities to one or more
subadvisers. Except for certain fixed-income Funds, your current investment
adviser or subadviser (including your current portfolio manager) will
continue to be responsible for the day-to-day management of your Fund as a
subadviser to Aston. Because ABN AMRO no longer intends to offer taxable
core, core plus and intermediate tax exempt fixed-income investment
strategies in the U.S., Aston has recommended new subadvisers for ABN AMRO
Bond Fund, ABN AMRO Investment Grade Bond Fund and ABN AMRO Municipal Bond
Fund. Aston has recommended a multi-manager approach for ABN

AMRO Balanced Fund, utilizing a new subadviser for the fixed income component of
the Fund and the existing manager for the equity component.

Q. WILL THE INVESTMENT ADVISORY FEE RATES BE THE SAME UPON THE APPROVAL OF THE
NEW ADVISORY AGREEMENT?

A. Yes. The investment advisory fee rate payable to Aston by each Fund will be
the same rate payable under the current investment advisory agreements with
ABN AMRO. Aston will, in turn, pay a portion of its advisory fee to each
subadviser. The subadvisory fees payable to ABN AMRO and each new subadviser
will be equal to 50% of the advisory fees payable to Aston, less fee waivers,
expense reimbursements and payments to third parties for distribution-related
services. The subadvisory fees payable to MFS Institutional Advisors, Inc.
for the ABN AMRO Value Fund and Optimum Investment Advisors, LP for the ABN
AMRO Mid Cap Fund will remain the same as those under the current subadvisory
agreement.

Q. WHAT OTHER CHANGES ARE EXPECTED AS A RESULT OF THE STRATEGIC TRANSACTION?

A. Your Fund will be renamed and become part of the Aston Funds. Aston or its
affiliates will provide, or arrange for the provision of, most of the
services necessary to operate your Fund, including administration, fund
accounting, shareholder services and marketing and distribution-related
services. Aston expects to retain all of the management personnel and
substantially all of the employees of ABN AMRO Investment Fund Services,
Inc., which currently provides, or arranges for the provision of, these
services to your Fund. Aston does not intend to change any of the service
providers to your Fund as part of the Strategic Transaction. It is
anticipated that the Aston Funds will have money market series and as a
result shareholders will continue to have the ability to exchange their
shares into a money market fund. Your Board of Trustees will remain the same
except that Julian Ide, an interested person because of his position with ABN
AMRO, will resign from the Board upon completion of the Strategic
Transaction.

Q. WHAT HAPPENS IF THE NEW INVESTMENT ADVISORY AGREEMENT AND SUBADVISORY
AGREEMENTS ARE NOT APPROVED?

A. Although shareholders of each Fund vote separately on the proposals that
relate to their Fund, the closing of the Strategic Transaction is dependent
on shareholders of substantially all of the Funds approving a new investment
advisory agreement with Aston and new subadvisory agreements as described
above. If the required approvals are not obtained, ABN AMRO and Highbury are
not obligated to consummate the Strategic Transaction.

Q. WHY IS A "MANAGER OF MANAGERS" STRUCTURE BEING PROPOSED?

A. Because the Special Meeting has been called to obtain shareholder approval of
a new investment advisory agreement and new subadvisory agreements, the Board
of Trustees has deemed it advisable to recommend that shareholders approve a
"manager of managers" structure for the Funds at the same time. The Board of
Trustees believes that a "manager of managers" structure may provide the
Funds with a timely and cost-effective mechanism to replace subadvisers
without incurring the costs of obtaining shareholder approval in the future.
If the proposal is approved, the Funds may in the future seek exemptive
relief from the Securities and Exchange Commission ("SEC") to implement a
"manager of managers" structure, unless the SEC shall by that time have
adopted a general rule permitting such a structure.

Q. WHAT HAPPENS IF THE "MANAGER OF MANAGERS" STRUCTURE IS NOT APPROVED?

A. If shareholders do not approve the "manager of managers" structure, then the
Funds will be required to hold a special meeting of shareholders and solicit
proxies to approve the structure at a later date if the Board determines it
is in the best interest of the Funds to implement the structure.

Q. HOW DO THE TRUSTEES SUGGEST THAT I VOTE IN CONNECTION WITH THE PROPOSALS?

A. After careful consideration of the proposals, your Board of Trustees,
including all of the independent Trustees, approved the proposals and
recommends that you vote in favor of each proposal. The reasons for the
Board's recommendation are discussed in more detail in the enclosed Proxy
Statement.

Q. WHO WILL PAY FOR THE PROXY SOLICITATION AND LEGAL COSTS ASSOCIATED WITH THIS
SOLICITATION?

A. ABN AMRO will pay for the proxy solicitation and legal costs associated with
this solicitation. The Funds will not bear any of these costs.

Q. WHOM DO I CALL FOR MORE INFORMATION?

A. Please call Computershares' Shareholder Services toll free at (866) 390-7202.

ABN AMRO FUNDS

161 NORTH CLARK STREET
CHICAGO, ILLINOIS 60601

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 25, 2006

To the Shareholders of the Above Funds:

A Special Meeting of the Shareholders of ABN AMRO Funds (the "Trust") on
behalf of its series ABN AMRO Balanced Fund, ABN AMRO Bond Fund, ABN AMRO Growth
Fund, ABN AMRO High Yield Bond Fund, ABN AMRO Investment Grade Bond Fund, ABN
AMRO Mid Cap Fund, ABN AMRO Mid Cap Growth Fund, ABN AMRO Municipal Bond Fund,
ABN AMRO Real Estate Fund, ABN AMRO Value Fund, ABN AMRO/Montag & Caldwell
Balanced Fund, ABN AMRO/Montag & Caldwell Growth Fund, ABN AMRO/River Road
Dynamic Equity Income Fund, ABN AMRO/River Road Small Cap Value Fund, ABN
AMRO/TAMRO Large Cap Value Fund, ABN AMRO/TAMRO Small Cap Fund, ABN AMRO/Veredus
Aggressive Growth Fund, ABN AMRO/Veredus SciTech Fund and ABN AMRO/ Veredus
Select Growth Fund (each, a "Fund" and collectively, the "Funds"), will be held
at the offices of the Trust's subadministrator, PFPC Inc., 4400 Computer Drive,
Westborough, Massachusetts 01581, on August 25, 2006 at 9:00 a.m. Eastern time
(the "Special Meeting"), for the following purpose and to transact such other
business, if any, as may properly come before the Special Meeting:

1. To approve a new investment advisory agreement between each Fund
and Aston Asset Management LLC ("Aston"), the proposed investment adviser
to the Funds.

2. To approve a new subadvisory agreement between Aston and each
subadviser below:

(a) (For shareholders of ABN AMRO Growth Fund, ABN AMRO Mid Cap
Growth Fund, ABN AMRO Real Estate Fund and ABN AMRO High Yield Bond
Fund) to approve a new subadvisory agreement between Aston and ABN AMRO
Asset Management, Inc.;

(b) (For shareholders of ABN AMRO/Montag & Caldwell Growth Fund and
ABN AMRO/ Montag & Caldwell Balanced Fund) to approve a new subadvisory
agreement between Aston and Montag & Caldwell, Inc.;

(c) (For shareholders of ABN AMRO/River Road Dynamic Equity Income
Fund and ABN AMRO/River Road Small Cap Value Fund) to approve a new
subadvisory agreement between Aston and River Road Asset Management,
LLC;

(d) (For shareholders of ABN AMRO/TAMRO Large Cap Value Fund and
ABN AMRO/ TAMRO Small Cap Fund) to approve a new subadvisory agreement
between Aston and TAMRO Capital Partners, LLC;

(e) (For shareholders of ABN AMRO/Veredus Select Growth Fund, ABN
AMRO/Veredus Aggressive Growth Fund and ABN AMRO/Veredus SciTech Fund)
to approve a new subadvisory agreement between Aston and Veredus Asset
Management LLC;

(f) (For shareholders of ABN AMRO Value Fund) to approve a new
subadvisory agreement between Aston and MFS Institutional Advisors,
Inc.;

(g) (For shareholders of ABN AMRO Mid Cap Fund) to approve a new
subadvisory agreement between Aston and Optimum Investment Advisors, LP;

(h) (For shareholders of ABN AMRO Bond Fund and ABN AMRO Investment
Grade Bond Fund) to approve a new subadvisory agreement between Aston
and Taplin, Canida & Habacht, Inc.;

(i) (For shareholders of ABN AMRO Municipal Bond Fund) to approve a
new subadvisory agreement between Aston and McDonnell Investment
Management, LLC;

(j) (For shareholders of ABN AMRO Balanced Fund) to approve a new
subadvisory agreement (1) between Aston and ABN AMRO Asset Management,
Inc. for the equity component of the portfolio and (2) between Aston and
Taplin, Canida & Habacht, Inc. for the fixed income component of the
portfolio; and

3. To approve a "manager of managers" structure for each Fund that, if
approved by the Board of Trustees in the future, would permit the
investment adviser to hire and replace subadvisers and to modify
subadvisory agreements without shareholder approval.

4. To transact such other business as properly may come before the
Special Meeting or any adjournments or postponements thereof.

The Board of Trustees has fixed the close of business on June 15, 2006 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Special Meeting or any adjournment thereof.

By Order of the Board of Trustees,
Gerald F. Dillenburg
Senior Vice President, Secretary and
Treasurer

July 7, 2006

SHAREHOLDERS ARE REQUESTED TO EXECUTE AND RETURN PROMPTLY THE ACCOMPANYING PROXY
CARD, WHICH IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF THE TRUST. YOU MAY
EXECUTE THE PROXY CARD USING THE METHODS DESCRIBED IN THE PROXY CARD. EXECUTING
THE PROXY CARD IS IMPORTANT TO ENSURE A QUORUM AT THE SPECIAL MEETING.
SHAREHOLDERS ALSO HAVE THE OPTION TO PROVIDE THEIR VOTE BY TELEPHONE OR OVER THE
INTERNET BY FOLLOWING THE INSTRUCTIONS ACCOMPANYING THE PROXY CARD. PROXIES MAY
BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY SUBMITTING A WRITTEN NOTICE
OF REVOCATION OR A SUBSEQUENTLY EXECUTED PROXY OR BY ATTENDING THE SPECIAL
MEETING AND VOTING IN PERSON.

INSTRUCTIONS FOR VOTING

The following general rules apply to voting by mail and will help you to
properly sign your proxy card. Please read carefully, because if you do not sign
your proxy card properly your vote will be invalidated.

1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

2. Joint Accounts: Both parties must sign, and the name of each party
signing should conform exactly to the name shown in the registration on the
proxy card.

3. All Other Accounts: The capacity of the individual signing the
proxy card should be indicated unless it is reflected in the form of
registration. For example:

<Table>
<Caption>
REGISTRATION VALID SIGNATURE
- ------------ ----------------------------

CORPORATE ACCOUNTS
(1) ABC Corp. .............................................. ABC Corp. by
John Doe, Treasurer
(2) ABC Corp. .............................................. John Doe
John Doe, Treasurer
(3) ABC Corp. Profit Sharing Plan........................... John Doe

TRUST ACCOUNTS
(1) ABC Trust............................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee.................................... Jane B. Doe
u/t/d/ 12/28/78

CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust..................................... John B. Smith
f/b/o John B. Smith, Jr. UGMA
(2) Estate of John B. Smith................................. John B. Smith, Jr., Executor
</Table>

Rather than mailing in your proxy, you may vote by telephone or over the
Internet using the toll-free telephone number or web address printed on your
proxy card. These options require you to input the control number located on
your proxy card. After inputting the control number, you may enter your vote on
the proposal. You will have an opportunity to review your vote and make any
necessary changes before submitting your vote and terminating the telephone call
or Internet link.

July 7, 2006

ABN AMRO FUNDS

161 NORTH CLARK STREET
CHICAGO, ILLINOIS 60601

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 25, 2006

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of ABN AMRO Funds, a Delaware statutory trust
(the "Trust"), on behalf of its series ABN AMRO Balanced Fund, ABN AMRO Bond
Fund, ABN AMRO Growth Fund, ABN AMRO High Yield Bond Fund, ABN AMRO Investment
Grade Bond Fund, ABN AMRO Mid Cap Fund, ABN AMRO Mid Cap Growth Fund, ABN AMRO
Municipal Bond Fund, ABN AMRO Real Estate Fund, ABN AMRO Value Fund, ABN
AMRO/Montag & Caldwell Balanced Fund, ABN AMRO/Montag & Caldwell Growth Fund,
ABN AMRO/River Road Dynamic Equity Income Fund, ABN AMRO/River Road Small Cap
Value Fund, ABN AMRO/TAMRO Large Cap Value Fund, ABN AMRO/TAMRO Small Cap Fund,
ABN AMRO/ Veredus Aggressive Growth Fund, ABN AMRO/Veredus SciTech Fund and ABN
AMRO/Veredus Select Growth Fund (each, a "Fund" and collectively, the "Funds"),
for use at a Special Meeting of Shareholders of the Funds to be held at 9:00
a.m. Eastern time on August 25, 2006, at the offices of the Trust's
subadministrator, PFPC, Inc., 4400 Computer Drive, Westborough, Massachusetts
01581, and any adjournments thereof (the "Special Meeting").

This Proxy Statement and the accompanying Notice of Special Meeting and
proxy card are expected to be mailed to shareholders on or about July 7, 2006 or
as soon as practicable thereafter.

Shareholders of the Fund are entitled to one vote for each full share held
and fractional votes for fractional shares. One-third of the aggregate number of
shares entitled to vote, present in person or by proxy, constitutes a quorum for
the transaction of business. Any lesser number is sufficient for adjournment.
Abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary voting power)
will be treated as shares that are present but which have not been voted for
purposes of determining the presence of a quorum

for transacting business at the Special Meeting. In the event that a quorum is
not present at the Special Meeting, or in the event that a quorum is present but
sufficient votes to approve the proposal are not received, the persons named as
proxies on the enclosed proxy card may propose one or more adjournments of the
Special Meeting to permit further solicitation of proxies. The persons named as
proxies will vote upon such adjournment after consideration of all circumstances
that may bear upon a decision to adjourn the Special Meeting. Any business that
might have been transacted at the Special Meeting originally called may be
transacted at any such adjourned session(s) at which a quorum is present. ABN
AMRO will pay the costs of preparing and distributing to shareholders additional
proxy materials, if required in connection with any adjournment. Any adjournment
will require the affirmative vote of a majority of those securities represented
at the Special Meeting in person or by proxy.

Each proposal requires the affirmative vote of a "majority of the
outstanding voting securities" of a Fund. The term "majority of the outstanding
voting securities," under applicable law, means the affirmative vote of the
lesser of (i) 67% of the voting securities of the Fund present at the meeting if
more than 50% of the outstanding voting securities of the Fund are present in
person or by proxy or (ii) more than 50% of the outstanding voting securities of
the Fund. Abstentions and broker non-votes will have the effect of a "no" vote
for purposes of obtaining the requisite approval of the proposals.

If the enclosed proxy card is properly executed and returned in time to be
voted at the Special Meeting, the shares of beneficial interest represented by
the proxy will be voted in accordance with the instructions marked thereon. If
no specification is made, the shares will be voted FOR each proposal. Any
shareholder who has given a proxy has the right to revoke it at any time prior
to its exercise either by attending the Special Meeting and voting his or her
shares in person, or by submitting a letter of revocation or a later-dated proxy
to the Trust at the above address prior to the date of the Special Meeting.

The following table indicates which shareholders are solicited with respect
to each proposal:

<Table>
<Caption>
PROPOSALS
-------------------------------------------
APPROVE NEW APPROVE NEW APPROVE MANAGER
ADVISORY SUBADVISORY OF MANAGERS
FUND AGREEMENT AGREEMENT STRUCTURE
- ---- ----------- ----------- ---------------

ABN AMRO Balanced Fund............................... X X X
ABN AMRO Bond Fund................................... X X X
ABN AMRO Growth Fund................................. X X X
ABN AMRO High Yield Bond Fund........................ X X X
ABN AMRO Investment Grade Bond Fund.................. X X X
ABN AMRO Mid Cap Fund................................ X X X
ABN AMRO Mid Cap Growth Fund......................... X X X
ABN AMRO Municipal Bond Fund......................... X X X
ABN AMRO Real Estate Fund............................ X X X
ABN AMRO Value Fund.................................. X X X
ABN AMRO/Montag & Caldwell Balanced Fund............. X X X
ABN AMRO/Montag & Caldwell Growth Fund............... X X X
ABN AMRO/River Road Dynamic Equity Income Fund....... X X X
ABN AMRO/River Road Small Cap Value Fund............. X X X
ABN AMRO/TAMRO Large Cap Value Fund.................. X X X
ABN AMRO/TAMRO Small Cap Fund........................ X X X
ABN AMRO/Veredus Aggressive Growth Fund.............. X X X
ABN AMRO/Veredus SciTech Fund........................ X X X
ABN AMRO/Veredus Select Growth Fund.................. X X X
</Table>

The Board of Trustees has fixed the close of business on June 15, 2006 as
the record date (the "Record Date") for the determination of shareholders of
each Fund entitled to notice of, and to vote at, the Special

Meeting and all adjournments thereof. Those persons who were shareholders of
record at the close of business on June 15, 2006 will be entitled to one vote
for each full share held and fractional votes for fractional shares held. As of
June 15, 2006, the Funds have issued and outstanding shares as follows:

<Table>
<Caption>
CLASS OF SHARES
---------------------------------
FUND CLASS I CLASS N CLASS R
- ---- ---------- ---------- -------

ABN AMRO Balanced Fund...................................... N/A 6,840,210 N/A
ABN AMRO Bond Fund.......................................... 5,360,160 11,074,270 N/A
ABN AMRO Growth Fund........................................ 20,021,312 23,580,059 81,315
ABN AMRO High Yield Bond Fund............................... 1,612,041 505,543 N/A
ABN AMRO Investment Grade Bond Fund......................... 2,933,172 355,368 N/A
ABN AMRO Mid Cap Fund....................................... 3,115,039 23,381,315 N/A
ABN AMRO Mid Cap Growth Fund................................ N/A 108,761 N/A
ABN AMRO Municipal Bond Fund................................ N/A 6,557,877 N/A
ABN AMRO Real Estate Fund................................... 2,551,608 3,627,663 N/A
ABN AMRO Value Fund......................................... 17,425,552 7,535,601 N/A
ABN AMRO/Montag & Caldwell Balanced Fund.................... 760,858 2,251,190 N/A
ABN AMRO/Montag & Caldwell Growth Fund...................... 56,887,706 35,622,476 33,704
ABN AMRO/River Road Dynamic Equity Income Fund.............. N/A 600,440 N/A
ABN AMRO/River Road Small Cap Value Fund.................... N/A 2,236,615 N/A
ABN AMRO/TAMRO Large Cap Value Fund......................... N/A 1,282,511 N/A
ABN AMRO/TAMRO Small Cap Fund............................... 1,942,285 8,405,113 N/A
ABN AMRO/Veredus Aggressive Growth Fund..................... 8,810,494 26,270,600 N/A
ABN AMRO/Veredus SciTech Fund............................... N/A 520,326 N/A
ABN AMRO/Veredus Select Growth Fund......................... N/A 2,263,835 N/A
</Table>

As of April 30, 2006, no shareholder beneficially owned more than 5% of any
class of shares of any Fund, except as shown in Appendix A. As of the record
date, the officers and Trustees of the Trust as a group beneficially owned less
than 1% of the shares of each Fund, except for the Class N shares of the ABN
AMRO/TAMRO Large Cap Value Fund. As of the record date, the shares of each Fund
beneficially owned by the Trustees and for the Trustees and officers as a group
is shown in Appendix I.

EACH FUND'S MOST RECENT ANNUAL REPORT AND SEMI-ANNUAL REPORT IS AVAILABLE
UPON REQUEST WITHOUT CHARGE BY WRITING THE TRUST AT P.O. BOX 9765, PROVIDENCE,
RHODE ISLAND 02940, OR BY CALLING TOLL-FREE 1-800-992-8151. TO HELP REDUCE FUND
EXPENSES AND ENVIRONMENTAL WASTE, THE FUNDS COMBINE MAILINGS FOR MULTIPLE
ACCOUNTS GOING TO A SINGLE ADDRESS BY DELIVERING THE FUNDS' REPORTS (ANNUAL AND
SEMI-ANNUAL REPORTS) AND PROXY STATEMENTS IN A SINGLE ENVELOPE. IF YOU DO NOT
WANT TO CONTINUE CONSOLIDATING YOUR FUND MAILINGS AND PREFER TO RECEIVE SEPARATE
MAILINGS WITH MULTIPLE COPIES OF FUND REPORTS AND PROXY STATEMENTS, OR IF YOU
CURRENTLY RECEIVE MULTIPLE COPIES AND WOULD LIKE TO REQUEST A SINGLE COPY,
PLEASE CALL ONE OF THE FUND'S REPRESENTATIVES AT 1-800-992-8151.

For your convenience, you may submit your vote by mail. If you are mailing
your proxy card, you are requested to:

- indicate your instructions on the enclosed proxy card;

- date and sign the proxy card;

- mail the proxy card promptly in the enclosed envelope, which requires no
postage if mailed in the United States; and

- allow sufficient time for the proxy card to be received on or before 9:00
a.m. Eastern time on August 25, 2006.

Instead of mailing your proxy, you may vote by telephone or over the
Internet using the toll-free telephone number or web address printed on your
proxy card. These options require you to input the control number located on
your proxy card. After inputting the control number, you may enter your vote on
the proposal. You will have an opportunity to review your vote and make any
necessary changes before submitting your vote and terminating the telephone call
or Internet link.

BACKGROUND

ABN AMRO Asset Management, Inc. ("AAAM") and its affiliates (collectively,
"ABN AMRO") currently provide investment management, administration services,
and marketing and distribution-related services to each series of the Trust.
Affiliates of AAAM that currently serve as investment adviser to the series of
the Trust are Montag & Caldwell, Inc. ("Montag & Caldwell"), River Road Asset
Management, LLC ("River Road"), TAMRO Capital Partners, LLC ("TAMRO") and
Veredus Asset Management LLC ("Veredus"). Another AAAM affiliate, ABN AMRO
Investment Fund Services, Inc. ("AAIFS"), currently provides administration,
marketing and distribution-related services to each series of the Trust. In
September 2005, ABN AMRO informed the Board of Trustees of the Trust that it
intended to engage in discussions with unaffiliated third parties regarding the
potential sale of its U.S. mutual fund business. On April 20, 2006, ABN AMRO
entered into a definitive agreement with Highbury Financial Inc. ("Highbury") to
sell substantially all of its assets related to its U.S. mutual fund business to
Highbury. We refer to that sale, together with the related transactions
described below, as the "Strategic Transaction." Subject to the satisfaction or
waiver of all conditions under the definitive agreement, ABN AMRO would receive
$38.6 million in consideration upon closing of the Strategic Transaction.
Pursuant to the definitive agreement, the Trust and the Funds would be renamed
the Aston Funds. Aston Asset Management LLC ("Aston"), a newly formed subsidiary
of Highbury, would serve as investment adviser to the Funds. Aston or its
affiliates would provide, or arrange for the provision of, all services
necessary to operate the Funds, including administration, fund accounting,
shareholder services, and marketing and distribution-related services. Except as
described below, ABN AMRO would continue to be responsible for the day-to-day
investment management of each Fund that it currently manages as a subadviser to
Aston.

The definitive agreement provides that the parties agree to use reasonable
efforts to ensure that the Strategic Transaction complies with Section 15(f) of
the 1940 Act. Section 15(f) provides that an investment adviser may receive
benefits from the sale of its advisory business if (i) for a period of three
years following the transaction, at least 75% of the Board of Trustees shall be
independent from the predecessor adviser and the new adviser, and (ii) there is
not an unfair burden imposed on the Funds.

In connection with the Strategic Transaction, ABN AMRO presented a series
of proposals relating to the Funds to the Board of Trustees comprised of the
following components: (i) a marketing and co-branding strategy under the Aston
and ABN AMRO names; (ii) the retention by Aston of substantially all ABN AMRO
personnel, including senior management, responsible for fund operations,
administration and marketing and distribution-related services; (iii) a
strategic partnership with ABN AMRO to continue to provide day-to-day investment
management services to substantially all of the Funds in a subadvisory capacity;
and (iv) the retention of new subadvisers for the day-to-day management of
certain fixed income funds in light of ABN AMRO's decision to no longer offer
those strategies.

The Board of Trustees of ABN AMRO Funds met in person to consider the
proposals at special meetings held on April 17, 2006 and May 9, 2006 and
determined that the Strategic Transaction was in the best interests of each Fund
and its existing shareholders. Accordingly, the Board of Trustees, including the
Trustees who are not parties to the current advisory agreements and subadvisory
agreements, the proposed advisory agreement or any subadvisory agreement to be
entered into by ABN AMRO or Aston with respect to any Fund, or who are not
"interested persons" of the Funds, any current or proposed investment adviser or
subadviser as defined in the 1940 Act ("Independent Trustees"), recommended that
shareholders approve a new investment advisory agreement with Aston for each
Fund and a new subadvisory agreement for each Fund, as further described below.

In determining whether to approve the new advisory and subadvisory
agreements in connection with the Strategic Transaction and whether to recommend
approval of those agreements to shareholders, the Board of Trustees received
information and made inquiries into all matters deemed relevant and considered
the following, among other things:

- The desire of ABN AMRO to generally exit the mutual fund business in the
United States and the likely impact on the Funds absent approval of the
Strategic Transaction;

- The financial strength and resources of Highbury and Aston and the
background and reputation of their principals;

- The potential distribution and growth opportunities that may be available
to the Funds as a result of the relationship with Highbury and its
principals and their respective affiliates;

- The anticipated retention of ABN AMRO as subadviser to substantially all
of the Funds;

- The anticipated retention by Aston of substantially all of the ABN AMRO
personnel responsible for administration, fund accounting, shareholder
services, and marketing and distribution-related services, including all
members of the senior management team;

- The anticipated continuation of other service providers to the Trust,
including the subadministrator and transfer agent;

- The investment advisory fee rates for each Fund, which will remain the
same for all Funds after the Strategic Transaction; and

- The undertaking by ABN AMRO to bear all of the costs to the Funds of the
Strategic Transaction including the costs of preparing, printing and
mailing this Proxy Statement and related solicitation expenses.

The Strategic Transaction is subject to approval of the public stockholders
of Highbury and the shareholders of each Fund. Although shareholders of each
Fund vote separately on proposals affecting their Fund, the proposals are
dependent on each other. If approvals of shareholders of Funds representing 90%
of the aggregate assets of the Funds as of April 20, 2006 are not obtained, ABN
AMRO and Highbury are not obligated to consummate the Strategic Transaction
("Requisite Shareholder Approval"). With respect to shareholder approval of the
subadvisory agreements, the 90% of aggregate assets condition applies only to
the new subadvisory agreements with ABN AMRO. As such, the Strategic Transaction
is not conditioned on obtaining shareholder approval of subadvisory agreements
with non-ABN AMRO entities. Subject to customary closing conditions, the
Strategic Transaction is expected to close in the third quarter of 2006.

PROPOSAL 1: APPROVAL OF NEW ADVISORY AGREEMENT

INTRODUCTION

Under an investment advisory agreement between ABN AMRO and each Fund
(each, a "Current Advisory Agreement" and collectively, the "Current Advisory
Agreements"), ABN AMRO currently serves as the investment adviser to each Fund
and has been responsible for each Fund's overall investment strategy and its
implementation. The date of each Fund's Current Advisory Agreement and the date
on which it was last approved by shareholders and approved for continuance by
the Board is provided in Appendix B.

The 1940 Act requires an investment advisory agreement to be approved by
the Board of Trustees ("Board"), including the Independent Trustees, and the
Fund's shareholders in order for it to become effective. In anticipation of the
Strategic Transaction, the Board met in person on May 9, 2006 for purposes of,
among other things, considering whether it would be in the best interests of
each Fund and its shareholders to approve a new investment advisory agreement
between the Trust with respect to each Fund and Aston (the "New Advisory
Agreement"). At the Board meeting, and for the reasons discussed below, the
Board, including a majority of the Independent Trustees, approved the New
Advisory Agreement with respect to each

Fund and recommended its approval by shareholders. The Current Advisory
Agreements will be terminated as of the effective date of the New Advisory
Agreement.

In the event shareholders of a Fund do not approve the New Advisory
Agreement, the Board will take such action as it deems to be in the best
interests of the Fund and its shareholders. Although shareholders of each Fund
vote separately on the proposal for their Fund, the proposals are dependent on
each other. If Requisite Shareholder Approval (as defined above) is not
obtained, ABN AMRO and Highbury are not obligated to consummate the Strategic
Transaction. The form of the New Advisory Agreement is attached hereto as
Appendix C.

COMPARISON OF CURRENT ADVISORY AGREEMENTS AND NEW ADVISORY AGREEMENT

The terms of the New Advisory Agreement are substantially the same as those
of the Current Advisory Agreements, except for the date of effectiveness and
except as described below. There is no change in the advisory fee rate payable
by each Fund. If approved by shareholders and assuming the Strategic Transaction
is consummated, the New Advisory Agreement will be effective as of the closing
date and will have an initial term, with respect to each Fund, ending on
December 31, 2007 (if the Strategic Transaction closes before December 31, 2006)
or December 31, 2008 (if the Strategic Transaction closes on or after December
31, 2006). The New Advisory Agreement will continue in effect from year to year
thereafter if such continuance is approved on behalf of a Fund at least annually
in the manner required by the 1940 Act and the rules and regulations thereunder.
Below is a comparison of certain terms of the Current Advisory Agreements to the
terms of the New Advisory Agreement.

Investment Management Services. The investment management services to be
provided by Aston to each Fund under the New Advisory Agreement will be
substantially the same as the services currently provided by ABN AMRO to each
Fund under the Current Advisory Agreements. Both the Current Advisory Agreements
and New Advisory Agreement provide that the investment adviser shall manage the
investment and reinvestment of each Fund's assets in accordance with the Fund's
investment objective and policies and limitations and administer the Fund's
affairs to the extent requested by and subject to the oversight of the Fund's
Board. The New Advisory Agreement would permit the investment adviser to
delegate its responsibilities to one or more subadvisers, whether affiliated or
unaffiliated, and would allow the investment adviser to engage subadvisers
without shareholder approval to the extent permitted by applicable law.
Accordingly, the New Advisory Agreement would allow Aston to implement a
"manager of managers" structure in the future, subject to Aston obtaining
appropriate exemptive relief from the Securities and Exchange Commission ("SEC")
or the SEC adopting a rule permitting a "manager of managers" structure. Under
current law, shareholders must specifically approve the "manager of managers"
structure. Approval to implement this structure in the future is being sought in
Proposal 3 below.

Brokerage. Both the Current Advisory Agreements and the New Advisory
Agreement authorize the investment adviser to select brokers or dealers that
will execute the purchases and sales of portfolio securities for the Funds,
subject to its obligation to obtain best execution under the circumstances,
which may take account of the overall quality of brokerage and research services
provided to the investment adviser. Both agreements permit the investment
adviser to rely on Section 28(e) of the Securities Exchange Act of 1934 in
placing brokerage transactions. Under that Section, a commission paid to a
broker may be higher than that which another qualified broker would have charged
for effecting the same transaction, provided the investment adviser determines
in good faith that the commission is reasonable in terms of either the
transaction or the overall responsibility of the investment adviser to the Funds
and its other clients and that the total commissions paid by each Fund will be
reasonable in relation to the benefits to the Fund over the long term.

Expenses. The Current Advisory Agreements and the New Advisory Agreement
provide that the investment adviser shall pay all its own costs and expenses
incurred in fulfilling its obligations under the Agreement, as well as pay for
all necessary services, facilities and personnel. The Current Advisory
Agreements are silent with respect to payment of the expenses of the Fund. The
New Advisory Agreement provides that a Fund shall pay all expenses incidental to
its operation and business not specifically assumed or

agreed to be paid by the investment adviser and sets forth a non-exclusive list
of such expenses. Although this policy is not stated in the Current Advisory
Agreements, the Funds currently pay such expenses.

Compensation. In return for the services provided under each Current
Advisory Agreement, each Fund pays ABN AMRO an advisory fee, which is accrued
daily and payable monthly. Under the New Advisory Agreement, each Fund will pay
the same advisory fee rate to Aston. The advisory fee rates under the Current
Advisory Agreements and the New Advisory Agreement, the fees paid by each Fund
to ABN AMRO during each Fund's last fiscal year and the Funds' net assets as of
April 30, 2006 are set forth in Appendix D to this Proxy Statement.

Limitation on Liability. Under the Current Advisory Agreements and New
Advisory Agreement, the investment adviser and its directors, officers,
stockholders, employees and agents will not be liable for any error of judgment
or mistake of law or for any loss suffered by the investment adviser or the
Funds in connection with any matters to which the advisory agreement relates or
for any other act or omission in the performance by the investment adviser of
its duties under the advisory agreement, except that nothing in the advisory
agreement shall be construed to protect the investment adviser against any
liability by reason of its willful misfeasance, bad faith or gross negligence in
the performance of its duties or for its reckless disregard of its obligations
or duties under the advisory agreement.

Continuance. The Current Advisory Agreement of each Fund originally was in
effect for an initial term and was eligible to be continued thereafter for
successive one-year periods if such continuance was specifically approved at
least annually in the manner required by the 1940 Act. If the shareholders of a
Fund approve the New Advisory Agreement for a Fund and assuming the consummation
of the Strategic Transaction, the New Advisory Agreement with respect to a Fund
will be effective as of the closing of the Strategic Transaction date and have
an initial term, with respect to each Fund, ending on December 31, 2007 (if the
Strategic Transaction closes before December 31, 2006) or December 31, 2008 (if
the Strategic Transaction closes on or after December 31, 2006). Thereafter the
New Advisory Agreement may be continued for successive one-year periods if
approved at least annually in the manner required by the 1940 Act.

Termination. The Current Advisory Agreements and New Advisory Agreement
provide that the advisory agreement may be terminated at any time without the
payment of any penalty by the Fund or investment adviser on sixty (60) days'
written notice to the other party. A Fund may terminate the advisory agreement
by action of the Board or by vote of a majority of the outstanding voting
securities of the Fund, accompanied by appropriate notice.

INFORMATION ABOUT THE INVESTMENT ADVISER

Aston Asset Management LLC, 161 N. Clark Street, 12th floor, Chicago,
Illinois 60601, will be the investment adviser to nineteen series of the Aston
Funds (formerly ABN AMRO Funds) with total assets of approximately $6 billion
after the close of the Strategic Transaction. Aston also will have approximately
$120 million in assets under management in a separately managed account business
acquired from ABN AMRO in connection with the Strategic Transaction. Aston
currently is a wholly owned subsidiary of Highbury. Upon the close of the
Strategic Transaction, Highbury will own 65% of the outstanding voting shares of
Aston and officers of Aston will own the remaining 35%.

Highbury was formed on July 13, 2005 as a blank-check company for the
purpose of acquiring one or more financial services businesses. Highbury's
registration statement for its initial public offering of its common stock was
declared effective by the SEC on January 25, 2006, and the offering generated
net proceeds of approximately $43.8 million. Prior to the closing of the
Strategic Transaction, Highbury has not engaged in any operations except for
organizational and offering activities. Highbury has a limited operating
history, and its principals have not previously owned or operated a mutual fund
or investment advisory business. The common stock of Highbury is publicly traded
in the over-the-counter market under the symbol HBRF.

After the completion of the Strategic Transaction, Highbury will be the
managing member and majority owner of Aston, but it intends to delegate
day-to-day operating authority to the Aston management team.

Aston was formed for the purpose of acquiring ABN AMRO's U.S. mutual fund
business and will not have any operating history before the close of the
Strategic Transaction. The Aston management team will be comprised of ABN AMRO
personnel who currently manage the acquired business. Aston intends to employ
thirty-six (36) former ABN AMRO employees initially and has put in place
incentive compensation, non-competition agreements and other employment and
compensation terms designed to retain the senior management team and key members
of the sales and marketing team on a long-term basis. Aston intends to manage
the Funds by selecting other investment advisers to handle the day-to-day
investment management of the Funds on a subadvisory basis. Aston's research and
capabilities are focused on the identification and selection of high-quality
investment managers and the monitoring of the performance of such managers. The
selection, retention and oversight of subadvisers will be the responsibility of
Aston's Investment Committee comprised of Stuart D. Bilton, Kenneth C. Anderson
and Michael Mayhew.

Stuart D. Bilton, CFA, will serve as Chairman and Chief Executive Officer
of Aston. Mr. Bilton is Chairman of the Board of Trustees of ABN AMRO Funds. In
1993, while Mr. Bilton was President and CEO of Alleghany Asset Management, he
founded the Alleghany Funds with Kenneth Anderson. Mr. Bilton has been
associated with ABN AMRO and its predecessors and/or affiliates since 1972. He
served as President and Chief Executive Officer of ABN AMRO Asset Management
Holdings, Inc. from 2001 to 2003 and as Vice Chairman of AAAM from 2003 to the
present. Prior to its acquisition by ABN AMRO, Mr. Bilton was President and
Chief Executive Officer of Alleghany Asset Management, the parent company of
Blairlogie Capital Management, Chicago Capital Management, Chicago Deferred
Exchange Corporation, The Chicago Trust Company, Montag & Caldwell, TAMRO and
Veredus. He is a Director of Veredus, TAMRO, River Road Asset Management, and
Baldwin & Lyons, Inc. He earned a B.Sc.(Econ) from the London School of
Economics in 1967 and an M.S. from the University of Wisconsin in 1970.

Kenneth C. Anderson, CPA, will serve as President of Aston and will be
responsible for the overall management of Aston's business, including sales,
marketing, operations, client service and financial profitability. Mr. Anderson
is President of ABN AMRO Funds and Executive Vice President and Director of
Mutual Funds for AAAM. Mr. Anderson serves on the boards of Veredus and TAMRO.
He is a member of the Investment Company Institute's International and Sales
Force Committees and a past Chairman of the Board of Governors for the Mutual
Fund Education Alliance. Prior to launching the Alleghany Funds in 1993, Mr.
Anderson specialized in the Financial Services Practice at KPMG. He received a
B.B.A. in Accounting from Loyola University of Chicago. He holds a series 6 and
63 license with the NASD.

Gerald F. Dillenburg, CPA, will be Chief Financial Officer and Chief
Compliance Officer of Aston. Mr. Dillenburg is the Chief Compliance Officer,
Chief Financial Officer, Secretary and Treasurer of the ABN AMRO Funds. Mr.
Dillenburg has been with ABN AMRO Investment Fund Services, Inc. and its
predecessors since 1996, where he has been the Compliance Officer and Director
of Operations of the ABN AMRO Funds. Currently, Mr. Dillenburg is a Senior
Managing Director of AAIFS as well as a Senior Managing Director of ABN AMRO
Asset Management Holdings, Inc. and AAAM. Prior to joining ABN AMRO in 1996, he
spent approximately seven years at KPMG LLP in the audit division specializing
in investment companies and mutual funds. He is a member of the Investment
Company Institute's Operations and Chief Compliance Officer Committees. He is a
graduate with high honors from the University of Illinois at Champaign with a
B.S. in Accountancy.

Michael Mayhew, CFA, will be a Managing Director of Aston in charge of its
separately managed account business. Mr. Mayhew has been associated with ABN
AMRO Investment Fund Services, Inc. since May 2003. He is the Managing Director
of Managed Accounts and oversees all operations and sales of the separately
managed account wrap business. Previously he spent three years consulting on
operations, infrastructure and business development for APL Consulting Services
to sponsors and money managers entering the managed account marketplace. His
investment career began in 1994 at Centurion Counsel where he was vice president
of operations and an analyst of the wrap management business for high-net-worth
individuals. Mike received a B.S. in Finance from San Diego State University.

In connection with the Strategic Transaction, members of the Aston
management team will resign from their respective positions with ABN AMRO,
including all directorships with the entities that currently serve

as investment advisers to your Funds. Following the Strategic Transaction, Aston
will not be affiliated with ABN AMRO, but will maintain a strategic partnership
with ABN AMRO pursuant to the terms of the definitive agreement between the
parties.

As part of the Strategic Transaction, eight employees of AAIFS, including
Stuart D. Bilton, Kenneth C. Anderson and Gerald F. Dillenburg, entered into
non-competition agreements with ABN AMRO. Such persons will receive compensation
from ABN AMRO as consideration for entering into such agreements and the
agreements will be assigned to Highbury upon closing of the Strategic
Transaction.

FACTORS CONSIDERED BY THE BOARD OF TRUSTEES IN APPROVING THE INVESTMENT ADVISORY
AGREEMENT

The 1940 Act requires the investment advisory agreement between the
investment adviser and the Trust, on behalf of each Fund, to be approved by both
the Board of Trustees and a majority of the Independent Trustees voting
separately. At an in-person meeting on May 9, 2006, the Board of Trustees,
including all the Independent Trustees, determined that the terms of the New
Advisory Agreement with Aston with respect to each Fund are fair and reasonable
and approved the New Advisory Agreement as being in the best interests of each
Fund The Board of Trustees, including all of the Independent Trustees, believes
that the New Advisory Agreement will enable the Funds to obtain high-quality
investment advisory services at costs that the Board believes are appropriate,
reasonable and in the best interests of the Funds and their shareholders. In
making such determinations, the Board of Trustees, including all of the
Independent Trustees, considered materials received and discussions held
specifically relating to the approval of the New Advisory Agreement in
connection with the Strategic Transaction at special meetings held on May 9,
2006 and April 17, 2006. The Board also received extensive information
throughout the year regarding performance and operating results of the Funds.
The Independent Trustees met separately from the "interested" Trustees of the
Trust and any officers of the current and proposed investment adviser or their
affiliates to consider approval of the New Advisory Agreement and were assisted
by independent legal counsel in their deliberations.

In evaluating the New Investment Advisory Agreement on behalf of each Fund,
the Board of Trustees reviewed materials furnished by ABN AMRO and Highbury,
including information regarding Highbury and Aston, their affiliates and the
management teams and personnel that will be in place following the Strategic
Transaction. Among other information, the Board of Trustees reviewed information
regarding: (1) the nature, extent and quality of the services to be provided to
the Funds, including information regarding the personnel involved in the
investment oversight process; (2) the advisory fees to be charged and estimated
total expense ratios of the Funds compared to a peer group of funds compiled by
Lipper; (3) fee waivers or expenses to be reimbursed by the investment adviser;
(4) potential benefits to be received by affiliates of the investment adviser
from its relationship with the Funds; and (5) information regarding the impact
of the Strategic Transaction on the Funds.

In considering the New Advisory Agreement on behalf of each Fund, the
Board, including the Independent Trustees, did not identify any single factor or
group of factors as all-important or controlling, but considered all factors
together. The following summary does not detail all the matters considered. In
connection with its consideration of the New Advisory Agreement, the Board
received detailed information regarding Highbury and its long-term strategic
plans with respect to the mutual fund business that would be established through
Aston as a result of the Strategic Transaction. Among the matters considered by
the Board of Trustees, including the Independent Trustees, in connection with
its approval of the New Advisory Agreement on behalf of each Fund were the
following:

- The desire of ABN AMRO to generally exit the mutual fund business in the
United States and the likely impact on the Funds absent approval of the
Strategic Transaction;

- The financial strength and resources of Highbury and Aston and the
background and reputation of their principals;

- The potential distribution and growth opportunities that may be available
to the Funds as a result of the relationship with Highbury and its
principals and their respective affiliates;

- The anticipated retention of ABN AMRO as subadviser to a significant
number of the Funds;
9

- The anticipated continuation of other service providers to the Trust,
including the subadministrator and transfer agent;

- The investment advisory fee rates for each Fund, which will remain the
same after the Strategic Transaction; and

- The undertaking by ABN AMRO to bear all of the costs to the Funds of the
Strategic Transaction, including the costs of preparing, printing and
mailing the Proxy Statement and related solicitation expenses.

Nature, Quality and Extent of Services. The Board of Trustees met with
representatives of Highbury and received detailed information regarding Highbury
and Aston, their related companies, and the expected management teams of both
entities upon the close of the Strategic Transaction. The Board also received
information regarding the long-term strategies for organic growth and
acquisition-related growth of Highbury and Aston, the adequacy of financial and
other resources available to Aston, and the potential benefits to the Funds as a
result of their relationship with Aston, Highbury and their related companies.
The Board considered the pros and cons of being associated with a smaller, more
entrepreneurial parent company versus a larger, more established parent. The
Board considered that Aston intends to manage the Funds by delegating the
day-to-day investment responsibility for managing the Funds to other investment
advisers. The Board considered that, as part of the Strategic Transaction,
Highbury and Aston have established a strategic partnership with ABN AMRO that
will result in a significant number of the existing investment advisers for the
Funds remaining in place in a subadvisory capacity. The Board considered Aston's
ability and procedures to monitor the performance of subadvisers, business
practices and compliance policies and procedures. In this regard, the Board
members noted the responsibilities and experience of ABN AMRO personnel that are
expected to join Aston. The Board also noted the quality of administration
services that historically have been provided pursuant to a separate
Administration Agreement with AAIFS and that such services are expected to
continue with Aston.

The Board of Trustees considered the anticipated retention by Aston of
subadvisers for each Fund. In this regard, the Board noted, in particular, the
anticipated retention of each existing ABN AMRO entity as a subadviser for each
Fund that it currently manages, except for the ABN AMRO Bond Fund, ABN AMRO
Investment Grade Bond Fund, ABN AMRO Municipal Bond Fund and the fixed income
component of ABN AMRO Balanced Fund. The Board considered the nature, quality
and extent of services, including performance, of each proposed subadviser. See
"Factors Considered by the Board of Trustees in Approving the ABN AMRO
Subadvisory Agreements" and "Factors Considered by the Board of Trustees in
Approving the Subadvisory Agreements for MFS, McDonnell, Optimum and Taplin"
beginning at pages 17 and 19.

On the basis of this evaluation and the ongoing review of investment and
operating results of the Funds by the Board of Trustees, the Board concluded
that the nature, quality and extent of services to be provided by Aston are
expected to be satisfactory.

Expenses. The Board of Trustees considered each Fund's management fee
rate, estimated operating fees and total expense ratio following the Strategic
Transaction. The Board noted that Aston does not propose any changes in the fee
rates for the investment advisory agreements or Administration Agreement, which
will be assigned by AAIFS to Aston in connection with the Strategic Transaction.
As a part of this analysis, the Board of Trustees considered the investment
advisory fee to be paid by each Fund to Aston as well as fee waivers or expenses
to be reimbursed by Aston and compared the gross and net advisory fees and
estimated total expenses to those of a relevant peer group based on information
and data supplied by Lipper Inc. Because the impact of the Strategic Transaction
on the money market funds was not known, the Board received expense information
based on complex-wide assets including the money market funds as part of Aston
Funds and excluding the money market funds. The Board considered that the total
expense ratio of certain Funds may increase as a result of lower complex-wide
asset levels if the money market funds do not become part of

Aston Funds, but that the net change is estimated at one basis point or less for
all Funds except ABN AMRO/Montag & Caldwell Balanced Fund, where it is estimated
not to exceed two basis points.

Costs and Profitability. With respect to the costs of services to be
provided and profits to be realized by the investment adviser, the Board of
Trustees considered the resources involved in managing the Funds in light of
Aston's business model as well as fee waivers or expenses to be reimbursed by
the investment adviser. The Board noted that, with respect to Funds subadvised
by ABN AMRO, the subadviser will bear 50% of any fee waivers or expense
reimbursements. The Board of Trustees received information regarding the
expected profitability of Aston following the Strategic Transaction. Based upon
anticipated asset size and the impact of fee waivers or expenses to be
reimbursed by the investment adviser, the Board of Trustees concluded that
profitability was expected to be reasonable.

Economies of Scale. The Board of Trustees considered the extent to which
economies of scale would be realized as the Funds grow. The Board of Trustees
reviewed the Funds' estimated expense ratios giving effect to fee waivers or
expenses to be reimbursed by the investment adviser, and considered the asset
size of the Funds. The Board of Trustees concluded that at this time, the
potential for economies of scale are limited for most Funds and that, where
appropriate, the advisory fee schedules include breakpoints designed to share
economies of scale with shareholders.

Other Benefits to the Investment Adviser. The Board of Trustees also
considered the nature and amount of fees to be paid by each Fund for services to
be provided by Aston for administration services. The Board of Trustees also
considered payments under the Rule 12b-1 distribution plan and noted that Aston
currently does not intend to manage any Funds directly and therefore will not
benefit from the use of "soft" commission dollars to pay for research and
brokerage services.

Conclusion. Based upon its evaluation of all material factors and assisted
by the advice of independent legal counsel, the Board of Trustees, including all
of the Independent Trustees, concluded that the terms of the New Advisory
Agreement, including the proposed advisory fees, were fair and reasonable and
that the New Advisory Agreement on behalf of each Fund should be approved.

THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF EACH FUND VOTE FOR
APPROVAL OF THE NEW ADVISORY AGREEMENT FOR EACH FUND.

REQUIRED VOTE

Approval of this proposal requires the affirmative vote of a "majority of
the outstanding voting securities" of the Fund, as more fully described on page
2 above.

PROPOSAL 2: APPROVAL OF THE NEW SUBADVISORY AGREEMENTS

INTRODUCTION

ABN AMRO Asset Management, Inc. ("AAAM") currently has entered into an
investment subadvisory agreement with respect to certain Funds (each, a "Current
Subadvisory Agreement" and collectively, the "Current Subadvisory Agreements"),
as set forth below:

<Table>
<Caption>
CURRENT SUBADVISED
FUNDS CURRENT SUBADVISER
------------------ -----------------------------------------

ABN AMRO Value Fund MFS Institutional Advisors, Inc. ("MFS")
ABN AMRO Mid Cap Fund Optimum Investment Advisors, LP
("Optimum")
</Table>

The date of each Current Subadvisory Agreement and the date it was last
approved by shareholders and approved for continuance by the Board is provided
in Appendix E.

In connection with the Strategic Transaction and Proposal 1 of this Proxy
Statement, the Board met in person on May 9, 2006 for purposes of considering
whether it would be in the best interests of each Current

Subadvised Fund and its shareholders to approve a new subadvisory agreement
between Aston and the Current Subadvisers (each, a "New Subadvisory Agreement").
Additionally, the Board met for the purposes of considering whether it would be
in the best interests of each Fund to engage ABN AMRO or additional subadvisers
(Taplin, Canida and Habacht, Inc. ("Taplin") and McDonnell Investment
Management, LLC ("McDonnell")) with respect to the remaining Funds (each also a
"New Subadvisory Agreement" and collectively, the "New Subadvisory Agreements").
At the Board meeting, and for the reasons discussed below, the Board of
Trustees, including all of the Independent Trustees, determined that a New
Subadvisory Agreement was in the best interests of each Fund and its
shareholders and approved a New Subadvisory Agreement for each Fund, subject to
approval by shareholders. The Current Subadvisory Agreements will be terminated
upon the effectiveness of the New Subadvisory Agreements.

The proposed subadviser(s) to each Fund are as follows:

<Table>
<Caption>
CURRENT ADVISER OR
SUBADVISER NEW SUBADVISER
------------------ ---------------------

ABN AMRO Balanced Fund AAAM AAAM (Equity)
Taplin (Fixed Income)
ABN AMRO Bond Fund AAAM Taplin
ABN AMRO Growth Fund AAAM AAAM
ABN AMRO High Yield Bond Fund AAAM AAAM
ABN AMRO Investment Grade Bond Fund AAAM Taplin
ABN AMRO Mid Cap Fund Optimum Optimum
ABN AMRO Mid Cap Growth Fund AAAM AAAM
ABN AMRO Municipal Bond Fund AAAM McDonnell
ABN AMRO Real Estate Fund AAAM AAAM
ABN AMRO Value Fund MFS MFS
ABN AMRO/Montag & Caldwell Balanced Fund Montag & Caldwell Montag & Caldwell
ABN AMRO/Montag & Caldwell Growth Fund Montag & Caldwell Montag & Caldwell
ABN AMRO/River Road Dynamic Equity
Income Fund River Road River Road
ABN AMRO/River Road Small Cap Value Fund River Road River Road
ABN AMRO/TAMRO Large Cap Value Fund TAMRO TAMRO
ABN AMRO/TAMRO Small Cap Fund TAMRO TAMRO
ABN AMRO/Veredus Aggressive Growth Fund Veredus Veredus
ABN AMRO/Veredus SciTech Fund Veredus Veredus
ABN AMRO/Veredus Select Growth Fund Veredus Veredus
</Table>

The 1940 Act requires the New Subadvisory Agreement for each Fund to be
approved by the shareholders of that Fund in order for it to become effective.
The Board of Trustees recommends that shareholders approve the New Subadvisory
Agreement(s) for each Fund. In the event shareholders of a Fund do not approve
the New Subadvisory Agreement, the Board will take such action as it deems to be
in the best interests of the Fund and its shareholders. If shareholders of a
Fund do not approve the New Advisory Agreement with Aston, then the New
Subadvisory Agreement will not take effect and the Board will take such action
as it deems to be in the best interests of the Fund and its shareholders.
Although shareholders of each Fund vote separately with respect to proposals
affecting their Fund, the proposals are dependent on each other. If the
Requisite Shareholder Approval (as defined above) is not obtained, then ABN AMRO
and Highbury are not obligated to consummate the Strategic Transaction. The form
of the New Subadvisory Agreement is attached hereto as Appendix F.

COMPARISON OF CURRENT SUBADVISORY AGREEMENTS AND NEW SUBADVISORY AGREEMENTS

The terms of the New Subadvisory Agreements are the same in all material
respects as the terms of the Current Subadvisory Agreements, except for the date
of effectiveness and except as described below. With respect to each Fund
currently managed by ABN AMRO as investment adviser, it is proposed that Aston
will enter into a New Subadvisory Agreement with ABN AMRO or another subadviser
as described above.

If approved by shareholders of a Fund and assuming the Strategic
Transaction is consummated, the New Subadvisory Agreement for the Fund will be
effective as of the closing date and will have an initial term ending on
December 31, 2007 (if the Strategic Transaction closes before December 31, 2006)
or December 31, 2008 (if the Strategic Transaction closes on or after December
31, 2006). Each New Subadvisory Agreement will continue in effect from year to
year thereafter if such continuance is approved on behalf of the Fund at least
annually in the manner required by the 1940 Act and the rules and regulations
thereunder. Below is a comparison of certain terms of the Current Subadvisory
Agreements to the terms of the New Subadvisory Agreements.

Subadvisory Services. The advisory services to be provided by the
subadviser to each Fund under the New Subadvisory Agreement will be identical to
the advisory services provided under the Current Subadvisory Agreements. Both
the Current Subadvisory Agreements and New Subadvisory Agreements provide that
the subadviser will furnish an investment program in respect of, make investment
decisions for and place all orders for the purchase and sale of securities for
the portion of the Fund's investment portfolio allocated by the investment
adviser to the subadviser, all on behalf of the Fund and subject to oversight of
the Trust's Board and the supervision of the investment adviser. In performing
its duties under both the Current Subadvisory Agreements and the New Subadvisory
Agreements, the subadviser will monitor the Fund's investments and will comply
with the provisions of the Trust's Declaration of Trust and By-Laws and the
stated investment objectives, policies and restrictions of the Fund.

The New Subadvisory Agreement includes several provisions designed to
accommodate the use of multiple managers and/or a "manager of managers"
structure. The New Subadvisory Agreement (i) permits the investment adviser to
allocate portions of the portfolio to different investment managers; (ii)
prohibits each subadviser from consulting with other subadvisers engaged by the
investment adviser, except for affiliates; and (iii) requires shareholder
approval for amendments to the Agreement only if required by law. The current
Subadvisory Agreements do not include these provisions.

Compensation. Under both the Current Subadvisory Agreements and the New
Subadvisory Agreements, the investment adviser pays the subadviser a management
fee out of the investment advisory fee it receives from the Fund. The
subadvisory fee rate payable by the investment adviser to MFS with respect to
ABN AMRO Value Fund and Optimum with respect to ABN AMRO Mid Cap Fund under the
New Subadvisory Agreements is identical to the subadvisory fee paid under the
Current Subadvisory Agreements. For all other Funds, Aston will pay the
subadviser an advisory fee rate equal to fifty percent (50%) of the investment
advisory fee payable to Aston less fee waivers, expense reimbursements and
payments to third parties for distribution-related services.

The annual rate of portfolio management fees payable to each Subadviser
under the Current Subadvisory Agreements and the New Subadvisory Agreements and
the fees paid by ABN AMRO to each Subadviser with respect to each Fund that is
currently subadvised during each Fund's last fiscal year are set forth in
Appendix G to this Proxy Statement. Appendix G also includes the advisory fee
rates and net assets of funds not included in this Proxy Statement advised by
each Subadviser with similar investment objectives and policies as the Funds.

Brokerage. Both the Current Subadvisory Agreements and New Subadvisory
Agreements authorize the subadviser to select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the Funds, subject
to its obligation to obtain best execution under the circumstances, which may
take account of the overall quality of brokerage and research services provided
to the subadviser. Both agreements permit the subadviser to rely on Section
28(e) of the Securities Exchange Act of 1934 in placing brokerage transactions.
Under that Section, a commission paid to a broker may be higher that which
another qualified

broker would have charged for effecting the same transaction, provided that the
subadviser determines in good faith that the commission is reasonable in terms
of either the transaction or the overall responsibility of the subadviser to the
Funds and its other clients and that the total commissions paid by each Fund
will be reasonable in relation to the benefits to the Fund over the long term.

Payment of Expenses. Under each Current Subadvisory Agreement and New
Subadvisory Agreement, the subadviser agrees to pay all expenses it incurs in
connection with its activities under the Agreement other than the cost of
securities (including brokerage commissions and other related expenses)
purchased for the Fund.

Limitation on Liability. Under the Current Subadvisory Agreement and New
Subadvisory Agreement, the subadviser and its directors, officers, stockholders,
employees and agents will not be liable for any error of judgment or mistake of
law or for any loss suffered by the subadviser or the Trust in connection with
any matters to which the subadviser relates or for any other act or omission in
the performance by subadviser of its duties under the Agreement, except that
nothing in the Agreement shall be construed to protect the subadviser against
any liability by reason of the subadviser's willful misfeasance, bad faith or
gross negligence in the performance of its duties or for its reckless disregard
of its obligations or duties under the Agreement.

Continuance. The Current Subadvisory Agreement of each Fund originally was
in effect for an initial term and was eligible to be continued thereafter for
successive one-year periods if such continuance was specifically approved at
least annually in the manner required by the 1940 Act. If the shareholders of a
Fund approve a New Subadvisory Agreement for that Fund and assuming consummation
of the Strategic Transaction, the New Subadvisory Agreement will be effective as
of the closing date and will have an initial term ending on December 31, 2007
(if the Strategic Transaction closes before December 31, 2006) or December 31,
2008 (if the Strategic Transaction closes on or after December 31, 2006).
Thereafter, each Fund's New Subadvisory Agreement may be continued for
successive one-year periods if such continuance is approved on behalf of the
Fund at least annually in the manner required by the 1940 Act.

Termination. The Current Subadvisory Agreement and New Subadvisory
Agreement for each Subadvised Fund provide that the agreement may be terminated
at any time without the payment of any penalty by the investment adviser on
sixty (60) days' written notice to the subadviser. The Current Subadvisory
Agreement and New Subadvisory Agreement may also be terminated by a Subadvised
Fund with respect to that Fund by action of the Board or by a vote of a majority
of the outstanding voting securities of that Fund, accompanied by 60 days'
written notice.

ADDITIONAL INFORMATION

Under the terms of the definitive agreement between Highbury and ABN AMRO,
ABN AMRO has agreed not to terminate any New Subadvisory Agreement for a period
of five (5) years following the closing of the Strategic Transaction.

INFORMATION ABOUT THE SUBADVISERS

AAAM. ABN AMRO Asset Management, Inc., located at 161 N. Clark Street, 9th
floor, Chicago, Illinois 60601, is the investment adviser to several ABN AMRO
Funds. Under Proposal 2 of this Proxy Statement, it is proposed that AAAM would
serve as subadviser to ABN AMRO Growth Fund, ABN AMRO Mid Cap Growth Fund, ABN
AMRO Real Estate Fund, ABN AMRO High Yield Bond Fund and the equity component of
the ABN AMRO Balanced Fund. As of March 31, 2006, AAAM managed approximately
$20.3 billion in assets, consisting primarily of institutional accounts,
including insurance, pension and profit sharing accounts. Effective January 1,
2006, ABN AMRO Asset Management (USA) LLC ("AAAM LLC") merged into AAAM. Prior
to the merger, AAAM LLC was the investment adviser to ABN AMRO Value Fund, ABN
AMRO Real Estate Fund and ABN AMRO High Yield Bond Fund. As of the date of the
merger, AAAM assumed AAAM LLC's responsibilities under AAAM LLC's investment
advisory agreements with those Funds and related subadvisory agreements and
became the Funds' investment adviser. AAAM is a subsidiary of ABN AMRO Asset
Management Holdings Inc. and is an indirect and wholly owned subsidiary of ABN
AMRO Holding N.V.

Montag. Montag & Caldwell, Inc. currently serves as investment adviser to
ABN AMRO/Montag & Caldwell Balanced Fund and ABN AMRO/Montag & Caldwell Growth
Fund, and under Proposal 2 of this Proxy Statement it is proposed that Montag &
Caldwell would serve as the subadviser to those Funds. Montag & Caldwell is
located at 3455 Peachtree Road NE, Suite 1200, Atlanta, Georgia 30326. The firm
was founded in 1945 and is a wholly owned subsidiary of ABN AMRO Asset
Management Holdings, Inc. ABN AMRO Asset Management Holdings, Inc. is an
indirect and wholly owned subsidiary of ABN AMRO Holding, N.V. As of March 31,
2006, Montag & Caldwell managed approximately $22.4 billion in assets.

TAMRO. TAMRO Capital Partners LLC currently serves as the investment
adviser to ABN AMRO/ TAMRO Large Cap Value Fund and ABN AMRO/TAMRO Small Cap
Fund and under Proposal 2 of this Proxy Statement it is proposed that TAMRO
would serve as subadviser to those Funds. TAMRO is located at 1660 Duke Street,
Alexandria, VA 22314. TAMRO was founded in 2000 and is a subsidiary of ABN AMRO
Asset Management Holdings, Inc. ABN AMRO Asset Management Holdings, Inc. is an
indirect and wholly owned subsidiary of ABN AMRO Holding, N.V. As of March 31,
2006, TAMRO managed approximately $435 million in assets.

Veredus. Veredus Asset Management LLC currently serves as the investment
adviser to ABN AMRO/ Veredus Aggressive Growth Fund, ABN AMRO/Veredus SciTech
Fund and ABN AMRO/Veredus Select Growth Fund and under Proposal 2 of this Proxy
Statement it is proposed that Veredus would serve as subadviser to those Funds.
Veredus is located at One Paragon Center, 6060 Dutchmans Lane, Suite 330,
Louisville, Kentucky 40205. Veredus was founded in 1998 and is partially owned
by ABN AMRO Asset Management Holdings, Inc. ABN AMRO Asset Management Holdings,
Inc. is an indirect and wholly owned subsidiary of ABN AMRO Holding, N.V. As of
March 31, 2006, Veredus managed approximately $2.8 billion in assets.

River Road. River Road Asset Management, LLC currently serves as
investment adviser to ABN AMRO/River Road Dynamic Equity Income Fund and ABN
AMRO/River Road Small Cap Value Fund, and under Proposal 2 of this Proxy
Statement it is proposed that River Road would serve as subadviser to those
Funds. River Road is located at Meidinger Tower, Suite 1600, 462 South Fourth
Street, Louisville, Kentucky 40202. River Road was founded in 2005 and is
partially owned by ABN AMRO Asset Management Holdings, Inc. ABN AMRO Asset
Management Holdings, Inc. is an indirect and wholly owned subsidiary of ABN AMRO
Holding, N.V. As of March 31, 2006, River Road managed approximately $696
million in assets.

MFS. MFS Institutional Advisors, Inc., 500 Boylston Street, Boston,
Massachusetts 02116, currently serves as the subadviser of ABN AMRO Value Fund,
pursuant to a subadvisory agreement with AAAM. Under Proposal 2 of this Proxy
Statement, it is proposed that MFS will continue to serve as subadviser to ABN
AMRO Value Fund. MFS is a wholly owned subsidiary of Massachusetts Financial
Services Company. MFS, a Delaware corporation, is a majority owned subsidiary of
Sun Life of Canada (U.S.) Financial Services Holdings, Inc., 500 Boylston
Street, Boston Massachusetts 02116, which is in turn a wholly owned subsidiary
of Sun Life Assurance Company of Canada-U.S. Operations Holdings, Inc., One Sun
Life Executive Park, Wellesley Hills, Massachusetts 02481. Sun Life Assurance
Company of Canada-U.S. Operations Holdings, Inc. is a wholly owned subsidiary of
Sun Life Financial Corp., 150 King Street West, 14th Floor, Toronto, Canada M5H
IJ9, which in turn is a wholly owned subsidiary of Sun Life Financial at the
same address. As of March 31, 2006, MFS managed approximately $170 billion in
assets.

McDonnell. McDonnell Investment Management, LLC, 1515 West 22nd Street,
11th Floor, Oak Brook, Illinois 60523, provides investment management services
to institutional investors as well as mutual funds. Under Proposal 2 of this
Proxy Statement, it is proposed that McDonnell will serve as subadviser for ABN
AMRO Municipal Bond Fund. McDonnell was founded in 2001. McDonnell has
approximately $10 billion in assets under management as of March 31, 2006.

Optimum. Optimum Investment Advisors, LP, 100 South Wacker Drive, Suite
2100, Chicago, Illinois 60606, currently serves as subadviser to ABN AMRO Mid
Cap Fund pursuant to a subadvisory agreement with AAAM and is located at 100
South Wacker Drive, Suite 2100, Chicago, Illinois 60606. Under Proposal 2 of
this Proxy Statement, it is proposed that Optimum will continue to serve as
subadviser to ABN AMRO
15

Mid Cap Fund. As of March 31, 2006, Optimum managed more than $1.4 billion in
assets for institutional and high-net-worth clients.

Taplin. Taplin, Canida & Habacht, Inc., 1001 Brickell Bay Drive, Suite
2100 Miami, Florida 33131, provides investment management services to
high-net-worth individuals and institutional accounts. Under Proposal 2 of this
Proxy Statement, it is proposed that Taplin will serve as subadviser with
respect to ABN AMRO Bond Fund, ABN AMRO Investment Grade Bond Fund and the fixed
income component of ABN AMRO Balanced Fund. Taplin was founded in 1985 and has
approximately $6.5 billion in assets under management as of March 31, 2006.

Information regarding the principal executive officers and directors of
each subadviser is shown in Appendix H.

FACTORS CONSIDERED BY THE BOARD OF TRUSTEES IN APPROVING THE ABN AMRO
SUBADVISORY AGREEMENTS

The 1940 Act requires each New Subadvisory Agreement between Aston and a
proposed subadviser with respect to a Fund to be approved by both the Board of
Trustees and a majority of the Independent Trustees voting separately. At a
special meeting on May 9, 2006, the Board of Trustees, including all the
Independent Trustees, determined that the terms of the New Subadvisory Agreement
with each proposed subadviser are fair and reasonable and approved each New
Subadvisory Agreement as being in the best interests of each Fund and its
shareholders. The Board of Trustees, including all of the Independent Trustees,
believes that the New Subadvisory Agreements with ABN AMRO will enable the Funds
to continue to enjoy high-quality investment advisory services at costs that the
Board believes are appropriate, reasonable and in the best interests of the
Funds and their shareholders. In making such determinations, the Board of
Trustees, including all of the Independent Trustees, considered materials
received specifically relating to the approval of the New Subadvisory Agreements
in connection with the Strategic Transaction. The Board also received extensive
information throughout the year regarding performance results of the Funds and
their past experience with ABN AMRO. The Independent Trustees met separately
from the "interested" Trustees of the Trust and any officers of the current and
proposed investment adviser and subadvisers or their affiliates to consider
approval of the New Subadvisory Agreements with ABN AMRO and were assisted by
independent legal counsel in their deliberations.

In evaluating the New Subadvisory Agreement with respect to each Fund, the
Board of Trustees reviewed materials furnished by Aston and ABN AMRO. The Board
considered information received at its December 2005 meeting regarding the
annual continuance of the Current Investment Advisory Agreements and Current
Subadvisory Agreements and received updates to such information, as appropriate,
to reflect the impact of the Strategic Transaction and events specific to each
subadviser. Among other information, the Board of Trustees received information
regarding: (1) the nature, extent and quality of the services provided to the
Funds, including information regarding the personnel involved in the investment
process; (2) the subadvisory fees to be charged and estimated total expense
ratios of the Funds compared to a relevant peer group of funds based on
information provided by Lipper Inc.; (3) fee waivers or expenses to be
reimbursed by the investment adviser and subadviser; and (4) benefits to be
received by the subadvisers and their affiliates from their relationship with
the Funds. The Board also considered the terms of the strategic partnership
between Highbury and ABN AMRO contained in the definitive agreement between the
parties, including ABN AMRO's commitment not to terminate any New Subadvisory
Agreement for a period of five (5) years following the closing of the Strategic
Transaction.

In considering the New Subadvisory Agreements, the Board of Trustees,
including the Independent Trustees, did not identify any single factor or group
of factors as all-important or controlling, but considered all factors together.
The following summary does not detail all the matters considered. Among the
matters considered by the Board of Trustees, including the Independent Trustees,
in connection with its approval of the New Subadvisory Agreements with ABN AMRO
were the following:

Nature, Quality and Extent of Services. The Board of Trustees considered
the nature and quality of services currently provided by ABN AMRO and expected
to be provided following the Strategic Transaction, including investment
performance. The Board of Trustees considered the past performance of each Fund
as
16

well as separate accounts managed by each proposed subadviser with substantially
the same objectives, policies and strategies as the Funds and compared such
performance to that of a peer group of funds based on information provided by
Lipper Inc. With respect to AAAM, the Board received information regarding
interim and long-term plans to address recent turnover of certain management and
compliance personnel. The Board of Trustees concluded that AAAM, Montag &
Caldwell, Veredus, TAMRO and River Road each continue to be well qualified to
manage the Funds for which they will serve as subadviser to Aston.

The Board of Trustees received information regarding the impact of the
Strategic Transaction on ABN AMRO, including the terms of the strategic
partnership with Highbury. The Board noted that ABN AMRO does not anticipate any
changes in portfolio management in connection with the Strategic Transaction.

The Board noted that the subadvisory agreements are essentially agreements
for portfolio management services only and the subadvisers were not expected to
supply any significant administrative services to the Funds. The Board
determined that the nature, quality and extent of services historically have
been, and would continue to be, of high quality following the Strategic
Transaction.

Fees, Profitability and Economies of Scale. The Board considered the
subadvisory fee rate under the New Subadvisory Agreements as well as the overall
management fee structure of the Funds. The Board considered that the advisory
fee rate paid by each Fund would not change as a result of the Strategic
Transaction and that the subadvisory fee rate was negotiated at arm's length
between Aston and ABN AMRO and that Aston will compensate the subadviser from
its fees. The Board received information regarding the expected impact of the
Strategic Transaction on the profitability of ABN AMRO.

As part of its review of the New Advisory Agreement with Aston, the Board
considered whether there will be economies of scale with respect to the overall
fee structure of the Fund and whether the Fund will benefit from any economies
of scale. The Board of Trustees reviewed the Funds' estimated expense ratios
giving effect to fee waivers or expenses to be reimbursed by the investment
adviser and ABN AMRO, and considered the asset size of the Funds. The Board of
Trustees concluded that at this time, the potential for economies of scale are
limited for most Funds and that, where appropriate, the advisory fee schedules
include breakpoints designed to share economies of scale with shareholders.

Other Benefits to the Subadviser. The Board also considered the character
and amount of other incidental benefits received by ABN AMRO, including the
benefits arising from the strategic partnership with Highbury and Aston in
connection with the Strategic Transaction. The Board considered potential
benefits from the use of "soft dollars," including the use of portfolio
brokerage transactions to pay for research services generated by parties other
than the executing broker-dealer. The Board concluded that any incidental
benefits to be received by the subadviser from their relationship with the Funds
were reasonable.

Conclusion. Based upon its evaluation of all material factors and assisted
by the advice of independent legal counsel, the Board of Trustees, including all
of the Independent Trustees, concluded that the terms of the New Subadvisory
Agreements were fair and reasonable and that the New Subadvisory Agreements with
ABN AMRO should be approved.

FACTORS CONSIDERED BY THE BOARD OF TRUSTEES IN APPROVING THE SUBADVISORY
AGREEMENTS FOR MFS, MCDONNELL, OPTIMUM AND TAPLIN

The Board of Trustees approved a New Subadvisory Agreement with respect to
ABN Bond Fund, ABN Investment Bond Fund and the fixed income component of ABN
AMRO Balanced Fund between Aston and Taplin, Canida & Habacht, Inc. and a New
Subadvisory Agreement for ABN AMRO Municipal Bond Fund between Aston and
McDonnell Investment Management, LLC at a special meeting on May 9, 2006. The
Board of Trustees also approved New Subadvisory Agreements with Optimum
Investment Advisors, LP for Aston/Optimum Mid Cap Fund and MFS Institutional
Advisors, Inc. for Aston Value Fund. As part of its review process, the Board
requested and evaluated all information it deemed reasonably necessary to
evaluate the New Subadvisory Agreement for each Fund. Among the matters
considered by the Board of Trustees, including the Independent Trustees, in
connection with its approval of the New Subadvisory Agreements were the
following:

Nature, Quality and Extent of Services. The Board considered the nature,
extent and quality of services expected to be provided under the New Subadvisory
Agreements. The Board considered the reputation, qualifications and background
of the proposed subadvisers, the investment approach of each subadviser, the
experience and skills of investment personnel responsible for the day-to-day
management of the Fund, and the resources made available to such personnel. The
Board considered performance of mutual funds and separately managed accounts
with similar investment objectives and policies as those of the Funds. On the
basis of this evaluation, the Board concluded that the nature, quality and
extent of services expected to be provided by each subadviser are expected to be
satisfactory.

Fees, Profitability and Economies of Scale. The Board considered the
subadvisory fee rate under the New Subadvisory Agreement as well as the overall
management fee structure of the Funds. The Board considered that the subadvisory
fee rate was negotiated at arm's length between Aston and the subadviser, each
an unaffiliated third party, and that Aston will compensate each subadviser from
its fees. Accordingly, the Board considered the estimated profitability of Aston
but concluded that the estimated profitability of the subadvisers was not
relevant to its evaluation.

As part of its review of the investment advisory agreement with Aston, the
Board considered whether there will be economies of scale with respect to the
overall fee structure of the Funds and whether the Funds will benefit from any
economies of scale. The Board concluded that the economies of scale were not
available at this time.

Other Benefits to the Subadviser. The Board also considered the character
and amount of other incidental benefits received by each subadviser. The Board
considered potential benefits from the use of "soft dollars," noting that the
subadvisers generally do use portfolio brokerage transactions to pay for
research services generated by parties other than the executing broker-dealer.
The Board concluded that any incidental benefits to be received by the
subadvisers from its relationship with the Funds are expected to be reasonable.

Conclusion. Based on all of the information considered and the conclusions
reached, the Board determined that the terms of each New Subadvisory Agreement
are fair and reasonable and that the approval of each New Subadvisory Agreement
is in the best interests of the Fund. No single factor was determinative in the
Board's analysis.

THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF EACH FUND VOTE FOR
APPROVAL OF THE NEW SUBADVISORY AGREEMENT FOR THEIR FUND.

REQUIRED VOTE

Approval of this proposal requires the affirmative vote of a "majority of
the outstanding voting securities" of the Fund, as more fully described on page
2 above.

PROPOSAL 3: APPROVAL OF PROPOSAL TO PERMIT THE FUNDS' INVESTMENT
ADVISER TO HIRE AND REPLACE SUBADVISERS OR TO MODIFY
SUBADVISORY AGREEMENTS WITHOUT SHAREHOLDER APPROVAL

Under Section 15(a) of the 1940 Act, an investment adviser to a mutual fund
cannot select subadvisers and enter into a subadvisory agreement without
obtaining shareholder approval of the agreement. Shareholders must also approve
any material amendments to an existing subadvisory agreement between an adviser
and a subadviser. Accordingly, the Board of Trustees has called the Special
Meeting to seek shareholder approval of the Subadvisory Agreements as described
in Proposal 2. Similarly, a shareholder vote would be required in the future
should the Funds' Board of Trustees and/or Aston determine that it is in the
best interests of a Fund to employ a subadviser other than a Fund's current
subadviser.

If a Fund were to apply for and receive an exemption from the requirements
under Section 15(a) of the 1940 Act from the SEC (a "SEC Order"), then that Fund
would not be required to seek shareholder approval of proposed changes in
subadvisers or subadvisory agreements. In 2003, the SEC proposed a new rule,
Rule 15a-5 under the 1940 Act ("Rule 15a-5"), that would permit one or more
advisers to act as subadvisers

to a mutual fund without shareholder approval. If adopted, the proposed rule
would eliminate the need for a fund to obtain an SEC Order before its investment
adviser may engage subadvisers or amend subadvisory arrangements without
shareholder approval. Rule 15a-5, as proposed, would require that the
subadvisers retained to manage a fund be unaffiliated with the investment
adviser, directors, trustees and officers of the investment adviser and the
fund.

This structure is commonly known as a "manager of managers" structure. The
Board of Trustees believes that the "manager of managers" structure may benefit
shareholders by allowing Aston to terminate poorly performing subadvisers and
hire new subadvisers without shareholder approval, which would eliminate the
need for the Funds to hold a shareholder meeting, which can be costly and time
consuming.

If Rule 15a-5 is adopted as proposed, Aston will comply with the conditions
of the rule prior to engaging a new subadviser or modifying subadvisory
agreements without shareholder approval. If Rule 15a-5 is not adopted in the
near future, the Funds may consider seeking a SEC Order. In either case, a fund
must obtain shareholder approval before it may implement the "manager of
managers" structure. Because a Special Meeting has been called for purposes of
obtaining shareholder approval of the New Advisory Agreement and New Subadvisory
Agreements, the Board of Trustees of the Funds deemed it advisable to recommend
that shareholders approve the "manager of managers" arrangement at the same
time, to avoid the time and expense of holding another shareholder meeting in
the future.

Even if shareholders of each Fund approve this proposal, such a structure
would not become effective until the Board of Trustees decides to implement the
structure, and a Fund applies for and obtains an exemption from the requirements
under Section 15(a) of the Investment Company Act of 1940, as amended, or the
SEC adopts proposed Rule 15a-5. There is no guarantee that a Fund will apply
for, or obtain, a SEC Order or that the SEC will adopt Rule 15a-5 as currently
proposed permitting the "manager of managers" structure described above.

Any engagement or termination of a subadviser or any change in a
subadvisory agreement would require approval of the Board of Trustees of the
Funds, including the Independent Trustees, even if this "manager of managers"
proposal is approved by the shareholders. The "manager of managers" structure
would not permit Aston to increase the investment advisory fees paid by each
Fund without shareholder approval. Aston could retain only unaffiliated
subadvisers to manage the Funds under current law and would comply with any
other conditions required by Rule 15a-5 or a SEC Order, as applicable, including
providing an information statement to shareholders within 90 days of a change in
subadviser. The Board of Trustees believes that each Fund may benefit from a
"manager of managers" structure in the future because it would allow Aston to
retain or replace subadvisers without the delay and cost associated with holding
a shareholder meeting and soliciting proxies.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND VOTE FOR
APPROVAL OF THE PROPOSAL TO PERMIT ASTON TO HIRE AND REPLACE SUBADVISERS OR
MODIFY SUBADVISORY AGREEMENTS WITHOUT SHAREHOLDER APPROVAL.

REQUIRED VOTE

Approval of this proposal requires the affirmative vote of a "majority of
the outstanding voting securities" of the Fund, as more fully described on page
2 above.

SUBMISSION OF SHAREHOLDER PROPOSALS

Under Delaware law, the Trust is not required to hold annual shareholders'
meetings, but it will hold special meetings as required or deemed desirable, or
upon the request of holders of at least 10% of the Trust's shares entitled to
vote. Because the Trust does not hold regular meetings of shareholders, the
anticipated date of the next special shareholder meeting cannot be provided. Any
shareholder who wishes to submit a proposal for consideration at a subsequent
shareholders' meeting should mail the proposal promptly to the Trust. Any
proposal to be considered for submission to shareholders must comply with Rule
14a-8 under the Securities

Exchange Act of 1934 and must be received by the Trust within a reasonable time
before the solicitation of proxies for that meeting. The timely submission of a
proposal does not guarantee its inclusion.

OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING

The Board is not aware of any matters that will be presented for action at
the Special Meeting other than the matters set forth herein. Should any other
matters requiring a vote of shareholders arise, it is intended that the proxies
that do not contain specific instructions to the contrary will be voted in
accordance with the judgment of the persons named in the enclosed form of proxy.

DISTRIBUTOR AND ADMINISTRATOR

Set forth below are the names and addresses of the Trust's administrator
and distributor.

<Table>
<Caption>
ADMINISTRATOR DISTRIBUTOR
- ------------- -----------

ABN AMRO Investment Fund Services, Inc. ABN AMRO Distribution Services (USA) Inc.
161 N. Clark Street 760 Moore Road
Chicago, IL 60601 King of Prussia, PA 19406
</Table>

During the fiscal year ended October 31, 2005, the Trust paid ABN AMRO
Investment Fund Services, Inc. $5,725,403 for providing administrative services
to the Trust, of which $3,225,854 was paid to PFPC, Inc., as subadministrator.
If shareholders approve the proposals described in this Proxy Statement, the
administrative services will be provided by Aston under a separate
administrative agreement with the Trust.

EXPENSES OF PROXY SOLICITATION

It is expected that the solicitation of proxies will be primarily by mail.
Officers and service contractors of the Trust may also solicit proxies by
telephone, telegraph, facsimile or Internet or in person. The cost of preparing,
printing and mailing the enclosed proxy card and Proxy Statement and all other
costs incurred in connection with the solicitation of proxies will be paid ABN
AMRO, and not by the Funds. The Fund has engaged Computershare Fund Services to
assist in the solicitation of proxies at an estimated cost of $100,000, plus
reasonable expenses.

PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.

By Order of the Board,

Gerald F. Dillenburg

Senior Vice President, Secretary and
Treasurer

INDEX OF APPENDICES

<Table>

APPENDIX A: BENEFICIAL OWNERS OF 5% OR MORE OF FUND SHARES
APPENDIX B: DATES RELATING TO CURRENT ADVISORY AGREEMENTS
APPENDIX C: FORM OF NEW ADVISORY AGREEMENT
APPENDIX D: ADVISORY FEE RATES AND AGGREGATE ADVISORY FEES PAID DURING
LAST FISCAL YEAR
APPENDIX E: DATES RELATING TO CURRENT SUBADVISORY AGREEMENTS
APPENDIX F: FORM OF NEW SUBADVISORY AGREEMENT
APPENDIX G: SUBADVISORY FEE RATES AND AGGREGATE SUBADVISORY FEES PAID
APPENDIX H: PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF SUBADVISERS
APPENDIX I: FUND SHARES OWNED BY TRUSTEES AND OFFICERS
</Table>

APPENDIX A

BENEFICIAL OWNERS OF 5% OR MORE OF FUND SHARES

<Table>
<Caption>
TITLE OF NAME AND ADDRESS OF NUMBER OF PERCENT OF
FUND CLASS BENEFICIAL OWNER SHARES OWNED CLASS
- ---- -------- ------------------------------------ ------------ ----------

ABN AMRO Balanced Fund............... Class N DCGT as TTEE and/or Cust. 3,104,697 42.25%
FBO Various Qualified Plans
Attn: NPIO Trade Desk
711 High Street
Des Moines, IA 50303
ABN AMRO Balanced Fund............... Class N DCGT as TTEE and/or CUST 956,675 13.02%
FBO Various Qualified Plans
Attn: NPIO Trade Desk
711 High Street
Des Moines, IA 50303
ABN AMRO Bond Fund................... Class I LaSalle National Bank as TTEE 2,440,931 44.89%
P.O. Box 1443
Chicago, IL 60690-1443
ABN AMRO Bond Fund................... Class I DCGT as TTEE and/or Custodian 1,455,114 26.76%
FBO Various Qualified Plans
Attn: NPIO Trade Desk
711 High Street
Des Moines, IA 50303
ABN AMRO Bond Fund................... Class I LaSalle Bank 707,918 13.02%
Omnibus
P.O. Box 1443
Chicago, IL 60690
ABN AMRO Bond Fund................... Class I LaSalle Bank 361,411 6.65%
Omnibus
P.O. Box 1443
Chicago, IL 60690
ABN AMRO Bond Fund................... Class I Wilmington Trust Company TTEE FBO 292,140 5.37%
Griffith Laboratories
Supp. Ret. & Savings Plan
c/o Mutual Funds
P.O. Box 8880
Wilmington, DE 19899-8880
ABN AMRO Bond Fund................... Class N DCGT as TTEE and/or Cust. 2,115,562 17.78%
FBO Various Qualified Plans
Attn: NPIO Trade Desk
711 High Street
Des Moines, IA 50303
ABN AMRO Growth Fund................. Class I LaSalle Bank 9,744,137 48.30%
Omnibus 72
P.O. Box 1443
Chicago, IL 60690
ABN AMRO Growth Fund................. Class I PricewaterhouseCoopers LLP 4,244,416 21.04%
Savings Plan For Employees &
Partners
Attn: Yvonne Smith
One Wall St., 12 Fl.
New York, NY 10286
ABN AMRO Growth Fund................. Class I Bank Of New York 2,566,478 12.72%
Custodian FBO
PricewaterhouseCoopers EMP
Retirement Benn Accumulation Plan
Attn: Yvonne Smith
One Wall Street, 12th Floor
New York, NY 10286
</Table>

A-1

<Table>
<Caption>
TITLE OF NAME AND ADDRESS OF NUMBER OF PERCENT OF
FUND CLASS BENEFICIAL OWNER SHARES OWNED CLASS
- ---- -------- ------------------------------------ ------------ ----------

ABN AMRO Growth Fund................. Class I Charles Schwab & Co. Inc. 1,095,746 5.43%
Special Custody Acct for Exclusive
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
ABN AMRO Growth Fund................. Class N Charles Schwab & Co. Inc. 6,465,702 26.33%
Special Custody Acct. for Exclusive
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
ABN AMRO Growth Fund................. Class N DCGT as TTEE and/or Cust. 2,461,745 10.03%
FBO Various Qualified Plans
Attn: NPIO Trade Desk
711 High Street
Des Moines, IA 50303
ABN AMRO Growth Fund................. Class R Nationwide Trust Company FSB 42,893 53.25%
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
ABN AMRO Growth Fund................. Class R Merrill Lynch Pierce Fenner & Smith 19,672 24.42%
Inc. for the Sole Benefit of its
Customers
Attn: Service Team
4800 Deer Lake Dr. East, 3rd Fl.
Jacksonville, FL 32246
ABN AMRO Growth Fund................. Class R Patterson & Co. FBO Team Health Inc. 15,847 19.67%
1525 W. Wt Harris Blvd.
Charlotte, NC 28288-1151
ABN AMRO High Yield Bond Fund........ Class I ABN AMRO Asset Mgmt. Holdings Inc. 1,599,986 99.26%
Attn: Seymour Newman Mailstop 09TF
161 N. Clark St.
Chicago, IL 60601
ABN AMRO High Yield Bond Fund........ Class N ABN AMRO Asset Mgmt. Holdings Inc. 399,986 77.99%
Attn: Seymour Newman Mailstop 09TF
161 N. Clark St.
Chicago, IL 60601
ABN AMRO Investment Grade Bond
Fund............................... Class I LaSalle Bank 1,075,788 34.90%
Omnibus
P.O. Box 1443
Chicago, IL 60690
ABN AMRO Investment Grade Bond
Fund............................... Class I La Salle Bank NA TTEE 906,219 29.40%
P.O. Box 1443
Chicago, IL 60690-1443
ABN AMRO Investment Grade Bond
Fund............................... Class I LaSalle Bank 818,755 26.56%
Omnibus
P.O. Box 1443
Chicago, IL 60690
ABN AMRO Investment Grade Bond
Fund............................... Class N LaSalle Bank 93,928 24.72%
Omnibus
P.O. Box 1443
Chicago, IL 60690
</Table>

A-2

<Table>
<Caption>
TITLE OF NAME AND ADDRESS OF NUMBER OF PERCENT OF
FUND CLASS BENEFICIAL OWNER SHARES OWNED CLASS
- ---- -------- ------------------------------------ ------------ ----------

ABN AMRO Investment Grade Bond
Fund............................... Class N ABN AMRO Inv. Trust Co. Cust. 34,613 9.11%
FBO Sara L. Anschuetz
Rollover IRA
435 Adams Street
Denver, CO 80206
ABN AMRO Investment Grade Bond
Fund............................... Class N ABN AMRO Inv. Trust Co. Cust. 31,174 8.21%
FBO Claude Lo Piccolo
Rollover IRA
14713 Golf Road
Orland Park, IL 60462
ABN AMRO Investment Grade Bond
Fund............................... Class N ABN AMRO Inv. Trust Co. Cust. 22,154 5.83%
IRA Rollover
FBO Thomas M. Ferraro
92 Barrett Ave.
Stamford, CT 06905
ABN AMRO Mid Cap Fund................ Class I James M. Carn TTEE 1,372,455 44.54%
Standard Insurance Company Trust
1100 SW Sixth Avenue
Portland, OR 97204-1093
ABN AMRO Mid Cap Fund................ Class I Charles Schwab & Co. Inc. 568,992 18.47%
Special Custody Acct. for Exclusive
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
ABN AMRO Mid Cap Fund................ Class I Union Bank TR Nominee FBO 180,136 5.85%
Selectbenefit
Omnibus
P.O. Box 85484
San Diego, CA 92186
ABN AMRO Mid Cap Fund................ Class I AMG Guaranty Trust 171,344 5.56%
FBO Haws & Co.
6501 E. Belleview Ave., Ste. 400
Englewood, CO 80111-6020
ABN AMRO Mid Cap Fund................ Class I LaSalle Bank NA 154,255 5.01%
Omnibus
P.O. Box 1443
Chicago, IL 60690-1443
ABN AMRO Mid Cap Fund................ Class N Charles Schwab & Co. Inc. 4,477,924 18.71%
Special Custody Acct. for Exclusive
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
ABN AMRO Mid Cap Fund................ Class N Wells Fargo Bank NA FBO 1,590,514 6.65%
RPS ABN AMRO Mid Cap (N)
P.O. Box 1533
Minneapolis, MN 55480
ABN AMRO Mid Cap Growth Fund......... Class N ABN AMRO Asset Mgmt. Holdings Inc. 100,000 91.97%
Attn: Seymour Newman Mailstop 09TF
161 N. Clark St.
Chicago, IL 60601
</Table>

A-3

<Table>
<Caption>
TITLE OF NAME AND ADDRESS OF NUMBER OF PERCENT OF
FUND CLASS BENEFICIAL OWNER SHARES OWNED CLASS
- ---- -------- ------------------------------------ ------------ ----------

ABN AMRO Mid Cap Growth Fund......... Class N National Investor Services 6,083 5.60%
55 Water Street, 32nd Floor
New York, NY 10041
ABN AMRO Municipal Bond Fund......... Class N LaSalle National Bank as TTEE 1,251,900 19.10%
Omnibus
P.O. Box 1443
Chicago, IL 60690-1443
ABN AMRO Municipal Bond Fund......... Class N Charles Schwab & Co. Inc. 566,229 8.64%
Special Custody Acct. for Exclusive
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
ABN AMRO Real Estate Fund............ Class I LaSalle Bank 2,551,608 100%
Omnibus
P.O. Box 1443
Chicago, IL 60690
ABN AMRO Real Estate Fund............ Class N First Union National Bank FBO 2,614,828 71.35%
Various Retirement Plans
1525 West Wt Harris Blvd.
Charlotte, VA 28288-1151
ABN AMRO Real Estate Fund............ Class N Charles Schwab & Co. Inc. 188,296 5.14%
Special Custodial Account For The
Benefit Of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
ABN AMRO Value Fund.................. Class I LaSalle Bank 17,418,116 100%
Omnibus
P.O. Box 1443
Chicago, IL 60690
ABN AMRO Value Fund.................. Class N Wachovia Bank FBO 6,732,555 89.23%
Various Retirement Plans
1525 West Wt Harris Blvd.
Charlotte, NC 28288-1151
Montag & Caldwell Balanced Fund...... Class I DCGT as TTEE and/or Custodian 386,647 48.78%
FBO Various Qualified Plans
Attn: NPIO Trade Desk
711 High Street
Des Moines, IA 50303
Montag & Caldwell Balanced Fund...... Class I State St. Bank Cust. 178,129 22.47%
W-S Foundation & The W-S Found Inc.
Master Cust. & Sub Accounting Srvcs.
Agreement
Montag & Caldwell
860 West Fifth Street
Winston Salem, NC 27101-2506
Montag & Caldwell Balanced Fund...... Class I Fidelity Investments Institutional 94,046 11.87%
Oper Co. Inc. FIIOC as Agent for
Certain Employee Benefit Plans
100 Magellan Way
Mailzone KW1C
Covington, KY 41015-1987
</Table>

A-4

<Table>
<Caption>
TITLE OF NAME AND ADDRESS OF NUMBER OF PERCENT OF
FUND CLASS BENEFICIAL OWNER SHARES OWNED CLASS
- ---- -------- ------------------------------------ ------------ ----------

Montag & Caldwell Balanced Fund...... Class I John Reitinger & Sue J. Reitinger 61,631 7.78%
701 Glenwood Cir.
Fairview, TX 75069-9166
Montag & Caldwell Balanced Fund...... Class I ABN AMRO Inv Trust Co. Custodian FBO 41,103 5.19%
George Jaleel
IRA Rollover
3834 Saint Anne's Court
Duluth, GA 30096-3161
ABN AMRO/Montag & Caldwell Balanced
Fund............................... Class N DCGT as TTEE and/or Cust. 495,344 21.05%
FBO Various Qualified Plans
Attn: NPIO Trade Desk
711 High Street
Des Moines, IA 50303
ABN AMRO/Montag & Caldwell Balanced
Fund............................... Class N Wilmington Trust Co. 173,519 7.37%
TTEE FBO Provena Health (Servantcor)
Corp.
c/o Mutual Funds
1100 North Market Street
Wilmington, DE 19801
ABN AMRO/Montag & Caldwell Balanced
Fund............................... Class N Wilmington Trust Co. 165,833 7.05%
TTEE FBO Provena Health Ret. Savings
Plan
c/o Mutual Funds
1100 North Market St.
Wilmington, DE 19801
Montag & Caldwell Growth Fund........ Class I Charles Schwab & Co. Inc. 4,646,632 7.82%
Special Custody Acct. for Exclusive
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
Montag & Caldwell Growth Fund........ Class I First Union National Bank FBO 4,632,907 7.80%
Various Retirement Plans
1525 West Wt Harris Blvd.
Charlotte, VA 28288-1151
Montag & Caldwell Growth Fund........ Class I LaSalle Bank 3,284,234 5.53%
Omnibus
P.O. Box 1443
Chicago, IL 60690
ABN MRO/Montag & Caldwell Growth
Fund............................... Class N Charles Schwab & Co. Inc. 7,067,682 18.94%
Special Custody Acct. for Exclusive
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
ABN MRO/Montag & Caldwell Growth
Fund............................... Class N Scudder Trust Company TTEE 3,579,804 9.59%
FBO DB Matched Savings Plan
P.O. Box 1757
Salem, NH 03079-1143
ABN AMRO/Montag & Caldwell Growth
Fund............................... Class N Salomon Smith Barney Inc. 3,250,603 8.71%
388 West 34th St.-3rd Floor
New York, NY 10001
</Table>

A-5

<Table>
<Caption>
TITLE OF NAME AND ADDRESS OF NUMBER OF PERCENT OF
FUND CLASS BENEFICIAL OWNER SHARES OWNED CLASS
- ---- -------- ------------------------------------ ------------ ----------

ABN AMRO/Montag & Caldwell Growth
Fund............................... Class R Nationwide Trust Company FSB 30,487 89.64%
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
ABN AMRO/Montag & Caldwell Growth
Fund............................... Class R MG Trust Company Cust. FBO 2,267 6.67%
Choice Mortgage Company 401k
700 17th Street, Suite 300
Denver, CO 80202
ABN AMRO/River Road Dynamic Equity
Income Fund........................ Class N ABN AMRO Asset Mgmt. Holdings Inc. 449,515 76.06%
Attn: Seymour Newman
Mailstop 09TF
161 N. Clark St.
Chicago, IL 60601
ABN AMRO/River Road Dynamic Equity
Income Fund........................ Class N Charles Schwab & Co. Inc. 76,923 13.02%
Special Custody Acct. for Exclusive
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
ABN AMRO/River Road Dynamic Equity
Income Fund........................ Class N UBS Financial Services Inc. 32,869 5.56%
FBO UBS-Finsvc CDN FBO
FR Joseph T. Herp
P.O. Box 3321
1000 Harbor Blvd.
Weehawken, NJ 07086-8154
ABN AMRO/River Road Small Cap Value
Fund............................... Class N Charles Schwab & Co. Inc. 286,793 23.09%
Special Custody Acct. for Exclusive
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
ABN AMRO/River Road Small Cap Value
Fund............................... Class N ABN AMRO Asset Mgmt. Holdings Inc. 160,084 12.89%
Attn: Seymour Newman
Mailstop 09TF
161 N. Clark St.
Chicago, IL 60601
ABN AMRO/River Road Small Cap Value
Fund............................... Class N Commonwealth Bank & Trust Co. 125,960 10.14%
4350 Brownsboro Rd., Ste 210
Louisville, KY 40207-1681
ABN AMRO/River Road Small Cap Value
Fund............................... Class N Delta Dental Of Kentucky Inc. 100,027 8.05%
Attn: Russell Skaggs Controller
P.O. Box 242810
Louisville, KY 40224
ABN AMRO/River Road Small Cap Value
Fund............................... Class N State Street Bank & Trust Co. TTEE 93,825 7.55%
FBO Tri-State Breaders Coop PSP
801 Pennsylvania
Kansas City, MO 64105
</Table>

A-6

<Table>
<Caption>
TITLE OF NAME AND ADDRESS OF NUMBER OF PERCENT OF
FUND CLASS BENEFICIAL OWNER SHARES OWNED CLASS
- ---- -------- ------------------------------------ ------------ ----------

ABN AMRO/River Road Small Cap Value
Fund............................... Class N Commonwealth Bank & Trust Co. 62,209 5.01%
Reinvest Account
4350 Brownsboro Rd., Ste. 210
Louisville, KY 40207-1681
ABN AMRO/TAMRO Large Cap Value
Fund............................... Class N DCGT as TTEE and/or CUST 262,938 18.53%
FBO Various Qualified Plans
Attn: NPIO Trade Desk
711 High Street
Des Moines, IA 50303
ABN AMRO/TAMRO Large Cap Value
Fund............................... Class N Charles Schwab & Co. Inc. 112,651 7.94%
Special Custody Acct. for Exclusive
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
ABN AMRO/TAMRO Small Cap Fund........ Class I Wells Fargo Bank NA FBO 1,096,074 58.97%
Nuclear Management Co.
401K
P.O. Box 1533
Minneapolis, MN 55480
ABN AMRO/TAMRO Small Cap Fund........ Class I LaSalle Bank NA 475,720 25.59%
Omnibus
P.O. Box 1443
Chicago, IL 60690-1443
ABN AMRO/TAMRO Small Cap Fund........ Class I Merrill Lynch Pierce Fenner & Smith 226,039 12.16%
Inc. for the Sole Benefit of its
Customers
Attn: Service Team
4800 Deer Lake Dr. East, 3rd Fl.
Jacksonville, FL 32246
ABN AMRO/TAMRO Small Cap Fund........ Class N Charles Schwab & Co. Inc. 1,339,590 15.91%
Special Custody Acct. for Exclusive
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
ABN AMRO/TAMRO Small Cap Fund........ Class N Wells Fargo Bank NA FBO 877,156 10.42%
Retirement Plan Services
P.O. Box 1533
Minneapolis, MN 55480
ABN AMRO/TAMRO Small Cap Fund........ Class N DCGT as TTEE and/or Custodian 623,039 7.40%
FBO Various Qualified Plans
Attn: NPIO Trade Desk
711 High Street
Des Moines, IA 50303
ABN AMRO/TAMRO Small Cap Fund........ Class N Wachovia Bank FBO 495,703 5.89%
Various Retirement Plans
1525 West Wt Harris Blvd.
Charlotte, NC 28288-1151
</Table>

A-7

<Table>
<Caption>
TITLE OF NAME AND ADDRESS OF NUMBER OF PERCENT OF
FUND CLASS BENEFICIAL OWNER SHARES OWNED CLASS
- ---- -------- ------------------------------------ ------------ ----------

ABN AMRO/Veredus Aggressive Growth
Fund............................... Class I First Union National Bank FBO 1,993,695 22.89%
Various Retirement Plans
1525 West Wt Harris Blvd.
Charlotte, VA 28288-1151
ABN AMRO/Veredus Aggressive Growth
Fund............................... Class I LaSalle Bank NA 957,352 10.99%
Omnibus
P.O. Box 1443
Chicago, IL 60690-1443
ABN AMRO/Veredus Aggressive Growth
Fund............................... Class I Charles Schwab & Co. Inc. 887,107 10.19%
Special Custody Acct. for Exclusive
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
ABN AMRO/Veredus Aggressive Growth
Fund............................... Class N Charles Schwab & Co. Inc. 5,833,131 21.92%
Special Custody Acct for Exclusive
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
ABN AMRO/Veredus Aggressive Growth
Fund............................... Class N Investors Bank & Trust Co. 1,979,835 7.44%
TTEE FBO Various Retirement Plans
Attn: David Stavola, MO 2-41
4 Manhattanville Rd.
Purchase, NY 10577
ABN AMRO/Veredus Aggressive Growth
Fund............................... Class N DCGT as TTEE and/or Cust. 1,949,793 7.33%
FBO Various Qualified Plans
Attn: NPIO Trade Desk
711 High Street
Des Moines, IA 50303
ABN AMRO/Veredus Aggressive Growth
Fund............................... Class N Wells Fargo Bank NA FBO 1,782,785 6.70%
FNF 401K -- ABN AMRO/Veredus
Aggressive Growth
P.O. Box 1533
Minneapolis, MN 55480
ABN AMRO/Veredus SciTech Fund........ Class N Charles Schwab & Co. Inc. 124,069 22.41%
Special Custody Acct. for Exclusive
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
</Table>

A-8

<Table>
<Caption>
TITLE OF NAME AND ADDRESS OF NUMBER OF PERCENT OF
FUND CLASS BENEFICIAL OWNER SHARES OWNED CLASS
- ---- -------- ------------------------------------ ------------ ----------

ABN AMRO/Veredus SciTech Fund........ Class N Patterson & Co. FBO 50,614 9.14%
The Robert E. Morris Company
1525 West Wt Harris Blvd.
Charlotte, NC 28288-1151
ABN AMRO/Veredus Select Growth
Fund............................... Class N Charles Schwab & Co. Inc. 995,147 45.67%
Special Custody Acct. for Exclusive
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122
</Table>

A-9

APPENDIX B

DATES RELATING TO CURRENT ADVISORY AGREEMENTS

<Table>
<Caption>
DATE CURRENT DATE CURRENT
ADVISORY AGREEMENT WAS ADVISORY AGREEMENT
DATE OF CURRENT LAST APPROVED BY WAS LAST APPROVED BY
FUND ADVISORY AGREEMENT SHAREHOLDERS BOARD
---- ------------------ ---------------------- --------------------

ABN AMRO Balanced Fund May 11, 2001 January 17, 2001 December 15, 2005
ABN AMRO Bond Fund May 11, 2001 January 17, 2001 December 15, 2005
ABN AMRO Growth Fund May 11, 2001 January 17, 2001 December 15, 2005
ABN AMRO High Yield Bond Fund June 30, 2003 June 26, 2003 December 15, 2005
ABN AMRO Investment Grade Bond
Fund June 17, 2002 June 14, 2002 December 15, 2005
ABN AMRO Mid Cap Fund May 11, 2001 January 17, 2001 December 15, 2005
ABN AMRO Mid Cap Growth Fund August 24, 2005 December 28, 2005 June 16, 2005
ABN AMRO Municipal Bond Fund May 11, 2001 January 17, 2001 December 15, 2005
ABN AMRO Real Estate Fund September 27, 2001 September 26, 2001 December 15, 2005
ABN AMRO Value Fund September 27, 2001 September 26, 2001 December 15, 2005
ABN AMRO/Montag & Caldwell
Balanced Fund February 1, 2001 January 17, 2001 December 15, 2005
ABN AMRO/Montag & Caldwell Growth
Fund February 1, 2001 January 17, 2001 December 15, 2005
ABN AMRO/River Road Dynamic
Equity Income Fund June 27, 2005 June 27, 2005 June 16, 2005
ABN AMRO/River Road Small Cap
Value Fund June 23, 2005 June 27, 2005 June 16, 2005
ABN AMRO/TAMRO Large Cap Value
Fund February 1, 2001 January 17, 2001 December 15, 2005
ABN AMRO/TAMRO Small Cap Fund February 1, 2001 January 17, 2001 December 15, 2005
ABN AMRO/Veredus Aggressive
Growth Fund February 1, 2001 January 17, 2001 December 15, 2005
ABN AMRO/Veredus SciTech Fund February 1, 2001 January 17, 2001 December 15, 2005
ABN AMRO/Veredus Select Growth
Fund December 28, 2001 December 30, 2001 December 15, 2005
</Table>

B-1

APPENDIX C

FORM OF INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this day of , 2006 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").

WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company; and

WHEREAS, the Trust wishes to retain the Adviser to render investment
advisory services to each Fund, and the Adviser is willing to furnish such
services to each Fund.

NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Trust and the Adviser as follows:

1. APPOINTMENT. The Trust hereby appoints the Adviser to act as
investment adviser to each Fund for the periods and on the terms set forth
in this Agreement. The Adviser accepts such appointment and agrees to
furnish the services herein set forth, for the compensation herein
provided.

2. DUTIES OF ADVISER. As investment adviser, the Adviser shall: (i)
manage the investment and reinvestment of the assets of each Fund, (ii)
continuously review, supervise and administer the investment program of
each Fund, (iii) determine in its discretion, the assets to be held
uninvested, (iv) provide the Trust with records concerning the Adviser's
activities which are required to be maintained by the Trust and (v) render
regular reports to the Trust's officers and Board of Trustees concerning
the Adviser's discharge of the foregoing responsibilities. The Adviser
shall discharge the foregoing responsibilities subject to the oversight of
the officers and the Board of Trustees of the Trust and in compliance with
the objectives, policies and limitations set forth in each Fund's then
effective prospectus and statement of additional information. The Adviser
shall determine from time to time what securities and other investments
will be purchased, retained, sold or exchanged by each Fund and what
portion of the assets of the Fund's portfolio will be held in the various
securities and other investments in which the Fund invests, and shall
implement those decisions, all subject to the provisions of the Trust's
Declaration of Trust and By-Laws, as amended from time to time, the 1940
Act, and the applicable rules and regulations promulgated thereunder by the
Securities and Exchange Commission (the "SEC") and interpretive guidance
issued thereunder by the SEC staff and any other applicable federal and
state law, as well as the investment objectives, policies and restrictions
of the Fund referred to above, and any other specific policies adopted by
the Board and communicated to the Adviser. Subject to applicable provisions
of the 1940 Act and direction from the Board, the investment program to be
provided hereunder may entail the investment of all or substantially all of
the assets of a Fund in one or more investment companies. The Adviser shall
also provide advice and recommendations with respect to other aspects of
the business and affairs of the Funds, shall exercise voting rights, rights
to consent to corporate action and any other rights pertaining to a Fund's
portfolio securities subject to such direction as the Board may provide,
and shall perform such other functions of investment management and
supervision as may be directed by the Board.

3. DELEGATION OF DUTIES. Subject to the Board's approval, the Adviser
and/or a Fund may enter into contracts with one or more investment
subadvisers, including without limitation, affiliates of the Adviser, in
which the Adviser delegates to such investment subadvisers any or all its
duties specified hereunder, on such terms as the Adviser will determine to
be necessary, desirable or appropriate, provided that in each case the
Adviser shall supervise the activities of each such subadviser and further
provided that such contracts are entered into in accordance with and meet
all applicable requirements of the 1940 Act and rules thereunder. Any such
delegation shall not relieve the Adviser of any of its duties hereunder.

4. MANAGER OF MANAGERS STRUCTURE. The Adviser shall also have the
authority, upon the approval of the Board and subject to applicable
provisions of the 1940 Act and the regulations thereunder, to select

C-1

one or more subadvisers to provide day-to-day portfolio management with
respect to all or a portion of the assets of any of the Funds and to
allocate and reallocate the assets of a Fund between and among any
subadvisers so selected pursuant to a "manager of managers" structure. The
Fund acknowledges that the Adviser would have the authority to retain and
terminate subadvisers, engage new subadvisers and make material revisions
to the terms of the subadvisory agreements subject to approval of the Board
of Trustees, but not shareholder approval, under this structure.

5. PORTFOLIO TRANSACTIONS. The Adviser shall select and monitor the
selection of the brokers or dealers that will execute the purchases and
sales of securities for the Funds and is directed to use its best efforts
to ensure that the best available price and most favorable execution of
securities transactions for the Funds is obtained. Subject to policies
established by the Board of Trustees of the Trust and communicated to the
Adviser, it is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or in respect
of a Fund, or be in breach of any obligation owing to the Trust or in
respect of a Fund under this Agreement, or otherwise, solely by reason of
its having caused a Fund to pay a member of a securities exchange, a broker
or a dealer a commission for effecting a securities transaction for the
Fund in excess of the amount of commission another member of an exchange,
broker or dealer would have charged if the Adviser determines in good faith
that the commission paid was reasonable in relation to the brokerage or
research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934 and interpretive guidance issued by the SEC
thereunder) provided by such member, broker or dealer, viewed in terms of
that particular transaction or the Adviser's overall responsibilities with
respect to the accounts, including the Funds, as to which it exercises
investment discretion. The Adviser will promptly communicate to the
officers and Trustees of the Trust such information relating to Fund
transactions as they may reasonably request.

6. EXPENSES. The Adviser shall bear all expenses, and shall furnish
all necessary services, facilities and personnel, in connection with its
responsibilities under this Agreement. Other than as herein specifically
indicated, the Adviser shall not be responsible for a Fund's expenses,
including, without limitation: advisory fees; distribution fees; interest;
taxes; governmental fees; voluntary assessments and other expenses incurred
in connection with membership in investment company organizations;
organizational costs of the Fund; the cost (including brokerage
commissions, transaction fees or charges, if any) in connection with the
purchase or sale of the Fund's securities and other investments and any
losses in connection therewith; fees and expenses of custodians, transfer
agents, administrators, registrars, independent pricing vendors or other
agents; legal expenses; loan commitment fees; expenses relating to share
certificates; expenses relating to the issuing and redemption or repurchase
of the Fund's shares and servicing shareholder accounts; expenses of
registering and qualifying the Fund's shares for sale under applicable
federal and state law; expenses of preparing, setting in print, printing
and distributing prospectuses and statements of additional information and
any supplements thereto, reports, proxy statements, notices and dividends
to the Fund's shareholders; costs of stationery; website costs; costs of
meetings of the Board or any committee thereof, meetings of shareholders
and other meetings of the Fund except as otherwise determined by the
Trustees; Board fees; audit fees; travel expenses of officers, Trustees and
employees of the Trust who are not officers, employees or directors of the
Adviser or its affiliates, if any; and the Trust's pro rata portion of
premiums on any fidelity bond and other insurance covering the Trust and
its officers, Trustees and employees; litigation expenses and any
non-recurring or extraordinary expenses as may arise, including, without
limitation, those relating to actions, suits or proceedings to which the
Fund is a party and the legal obligation which the Fund may have to
indemnify the Trust's Trustees and officers with respect thereto.

The Adviser shall authorize and permit any of its directors, officers
and employees, who may be elected as Trustees or officers of the Trust, to
serve in the capacities in which they are elected. No officer or employee
of the Trust or a Fund shall receive from the Trust or a Fund any salary or
other compensation as such Trustee, officer or employee while he is at the
same time a director, officer, or employee of the Adviser or any affiliated
company of the Adviser, except as the Board may decide.

C-2

7. COMPENSATION OF THE ADVISER. For the services to be rendered by
the Adviser as provided in this Agreement, each Fund shall pay to the
Adviser within five business days after the end of each calendar month a
monthly fee of one-twelfth the annual rate set forth opposite the Fund's
name on Schedule B hereto based on the Fund's average daily net assets for
that month. For the purposes of this Agreement, each Fund's "net assets"
shall be determined as provided in the Fund's then-current Prospectus and
Statement of Additional Information.

In the event of termination of this Agreement, the fee provided in
this Section 7 shall be paid on a pro-rata basis, based on the number of
days during which this Agreement was in effect.

8. REPORTS. The Trust, on behalf of each Fund, and the Adviser agree
to furnish to each other such information regarding their operations with
regard to their affairs as each may reasonably request. Information and
reports furnished by the Adviser to the Board and the officers of the Trust
shall be at the Adviser's expense. In compliance with the requirements of
Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that any records
that it maintains for a Fund are the property of the Fund, and further
agrees to surrender promptly to the Fund any of such records upon the
Fund's request; provided, however, that the Adviser may retain for its
records copies of the records so surrendered. The Adviser further agrees to
arrange for the preservation of any such records for the periods prescribed
by Rule 31a-2 under the 1940 Act.

9. STATUS OF ADVISER. The services of the Adviser to the Funds are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Funds are not impaired
thereby. In addition, nothing in this Agreement shall limit or restrict the
right of any director, officer or employee of the Adviser who may also be a
Trustee, officer or employee of the Trust or a Fund, to engage in any other
business or to devote his or her time and attention in part to the
management or other aspects of any other business, whether of a similar
nature or a dissimilar nature.

10. LIABILITY OF ADVISER. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Adviser of its
obligations and duties hereunder, the Adviser shall not be subject to any
liability whatsoever to a Fund, or to any shareholder of a Fund, for any
error of judgment, mistake of law or any other act or omission in the
course of, or connected with, rendering services hereunder including,
without limitation, for any losses that may be sustained in connection with
the purchase, holding, redemption or sale of any security on behalf of the
Fund.

11. DURATION AND TERMINATION. The term of this Agreement shall
commence with respect to a Fund on the date set forth opposite the Fund's
name as set forth on Schedule A hereto (the "Effective Date"), provided
that first it is approved by the Board of Trustees of the Trust, including
a majority of those Trustees who are not parties to this Agreement or
interested persons of any party hereto, in the manner provided in Section
15(c) of the 1940 Act, and by the holders of a majority of the outstanding
voting securities of the Fund, and shall continue in effect for the initial
term set forth in Schedule A. This Agreement shall continue in effect with
respect to a Fund after its initial term, provided such continuance is
approved at least annually by (i) the Trust's Board of Trustees or (ii) the
vote of a majority of the outstanding voting securities of the Fund; and in
either event by a vote of a majority of those Trustees of the Trust who are
not parties to this Agreement or interested persons of any such party in
the manner provided in Section 15(c) of the 1940 Act. Notwithstanding the
foregoing, this Agreement may be terminated with respect to a Fund: (a) at
any time without penalty by the Fund upon the vote of a majority of the
Trustees or by vote of the majority of the Fund's outstanding voting
securities, upon sixty (60) days' written notice to the Adviser or (b) by
the Adviser at any time without penalty, upon sixty (60) days' written
notice to the Fund. This Agreement will also terminate automatically in the
event of its assignment (as defined in the 1940 Act). Any notice under this
Agreement shall be given in writing, addressed and delivered or mailed
postpaid, to the other party at the principal office of such party.

As used in this Section 10, the terms "assignment," "interested
person" and "a vote of a majority of the outstanding voting securities"
shall have the respective meanings set forth in Section 2(a)(4), Section
2(a)(19) and Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder,
subject to such exemptions as may be granted by the SEC by any rule,
regulation, order or interpretive guidance.
C-3

12. DECLARATION OF TRUST. The Adviser agrees that for services
rendered to a Fund, or for any claim by it in connection with services
rendered to a Fund, it shall look only to assets of that Fund for
satisfaction and that it shall have no claim against the assets of any
other portfolios of the Trust.

13. GOVERNING LAW. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of the
State of .

14. SEVERABILITY. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.

15. AMENDMENTS. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought, and with such approvals as
required by applicable law.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

<Table>

ATTEST ASTON FUNDS ON BEHALF OF THE SERIES SET FORTH IN
SCHEDULE A

- --------------------------------------- By:
---------------------------------------
Title:

ATTEST ASTON ASSET MANAGEMENT LLC

- --------------------------------------- By:
---------------------------------------
Title:
</Table>

C-4

SCHEDULE A

<Table>
<Caption>
FUND EFFECTIVE DATE INITIAL TERM
- ---- -------------- ------------

</Table>

SCHEDULE B

<Table>
<Caption>
FUND ANNUAL FEE RATE
- ---- ---------------

</Table>

C-5

APPENDIX D

ADVISORY FEE RATES AND AGGREGATE ADVISORY FEES PAID DURING LAST FISCAL YEAR

<Table>
<Caption>
ANNUAL GROSS FEES PAID TO THE
ADVISORY ADVISER DURING >NET ASSETS AS OF
FUND FEE RATE LAST FISCAL YEAR 4/30/06
- ---- ----------------------- ------------------- -----------------

ABN AMRO Balanced Fund 0.70% of the fund's $ 1,469,749 $ 76,835,603
average daily net
assets
ABN AMRO Bond Fund 0.55% of the fund's $ 924,258(1) $ 160,094,753
average daily net
assets
ABN AMRO Growth Fund 0.70% of the fund's $ 9,706,417 $1,035,918,274
average daily net
assets
ABN AMRO High Yield Bond Fund 0.45% of the fund's $ 0(2) $ 21,094,978
average daily net
assets
ABN AMRO Investment Grade Bond 0.50% of the fund's $ 114,172(3) $ 31,126,318
Fund average daily net
assets
ABN AMRO Mid Cap Fund 0.80% for the first $ 4,232,895 $ 680,243,815
$100 million
0.75% for next
$300 million
0.70% over $400
million
ABN AMRO Mid Cap Growth Fund(4) 0.80% of the fund's N/A $ 1,136,616
average daily net
assets
ABN AMRO Municipal Bond Fund 0.60% of the fund's $ 50,023(5) $ 66,510,814
average daily net
assets
ABN AMRO Real Estate Fund 1.00% of the fund's $ 748,901(6) $ 103,899,769
average daily net
assets
ABN AMRO Value Fund 0.80% of the fund's $ 1,548,299(7) $ 330,746,787
average daily net
assets
ABN AMRO/Montag & Caldwell 0.75% of the fund's $ 921,213 $ 52,771,701
Balanced Fund average daily net
assets
ABN AMRO/Montag & Caldwell 0.80% for the first $ 19,497,356 $2,360,102,159
Growth Fund $800 million
0.60% over $800 million
ABN AMRO/River Road Dynamic 0.70% of the fund's $ 0(9) $ 6,563,931
Equity Income Fund(8) average daily net
assets
ABN AMRO/River Road Small Cap 0.90% of the fund's $ 0(10) $ 15,531,365
Value Fund(8) average daily net
assets
</Table>

D-1

<Table>
<Caption>
ANNUAL GROSS FEES PAID TO THE
ADVISORY ADVISER DURING >NET ASSETS AS OF
FUND FEE RATE LAST FISCAL YEAR 4/30/06
- ---- ----------------------- ------------------- -----------------

ABN AMRO/TAMRO Large Cap Value 0.80% of the fund's $ 99,609(11) $ 18,908,574
Fund average daily net
assets
ABN AMRO/TAMRO Small Cap Fund 0.90% of the fund's $ 1,252,244(12) $ 201,381,239
average daily net
assets
ABN AMRO/Veredus Aggressive 1.00% of the fund's $ 7,028,390 $ 758,856,920
Growth Fund average daily net
assets
ABN AMRO/Veredus SciTech Fund 1.00% of the fund's $ 0(13) $ 4,678,703
average daily net
assets
ABN AMRO/Veredus Select Growth 0.80% of the fund's $ 0(14) $ 29,784,753
Fund average daily net
assets
</Table>

- ---------------

(1) Amount is net of waived fees and/or reimbursed expenses by AAAM. AAAM
waived fees and/or reimbursed expenses of $552,192 during the Fund's last
fiscal year.

(2) Amount is net of waived fees and/or reimbursed expenses by AAAM LLC. AAAM
LLC waived fees and/or reimbursed expenses of $109,265 during the Fund's
last fiscal year. On January 1, 2006, AAAM LLC merged into AAAM.

(3) Amount is net of waived fees and/or reimbursed expenses by AAAM. AAAM
waived fees and/or reimbursed expenses of $81,656 during the Fund's last
fiscal year.

(4) ABN AMRO Mid Cap Growth Fund commenced operations on December 29, 2005.

(5) Amount is net of waived fees and/or reimbursed expenses by AAAM. AAAM
waived fees and/or reimbursed expenses of $346,836 during the Fund's last
fiscal year.

(6) Amount is net of waived fees and/or reimbursed expenses by AAAM LLC. AAAM
LLC waived fees and/or reimbursed expenses of $67,989 during the Fund's
last fiscal year. On January 1, 2006, AAAM LLC merged into AAAM.

(7) Amount is net of waived fees and/or reimbursed expenses by AAAM LLC. AAAM
LLC waived fees and/or reimbursed expenses of $577,416 during the Fund's
last fiscal year. On January 1, 2006, AAAM LLC merged into AAAM.

(8) ABN AMRO/River Road Dynamic Equity Income Fund and ABN AMRO/River Road
Small Cap Value Fund commenced operations on June 28, 2005.

(9) Amount is net of waived fees and/or reimbursed expenses by River Road.
River Road waived fees and/or reimbursed expenses of $23,854 during the
Fund's last fiscal year.

(10) Amount is net of waived fees and/or reimbursed expenses by River Road.
River Road waived fees and/or reimbursed expenses of $24,869 during the
Fund's last fiscal year.

(11) Amount is net of waived fees and/or reimbursed expenses by TAMRO. TAMRO
waived fees and/or reimbursed expenses of $72,721 during the Fund's last
fiscal year.

(12) Amount is net of waived fees and/or reimbursed expenses by TAMRO. TAMRO
waived fees and/or reimbursed expenses of $169,901 during the Fund's last
fiscal year.

(13) Amount is net of waived fees and/or reimbursed expenses by Veredus. Veredus
waived fees and/or reimbursed expenses of $70,704 during the Fund's last
fiscal year.

(14) Amount is net of waived fees and/or reimbursed expenses by Veredus. Veredus
waived fees and/or reimbursed expenses of $68,382 during the Fund's last
fiscal year.

D-2

APPENDIX E

DATES RELATING TO CURRENT SUBADVISORY AGREEMENTS

<Table>
<Caption>
DATE CURRENT
DATE CURRENT SUBADVISORY
SUBADVISORY AGREEMENT WAS
DATE OF CURRENT AGREEMENT WAS LAST APPROVED
SUBADVISORY LAST APPROVED FOR CONTINUANCE
FUND SUBADVISER AGREEMENT BY SHAREHOLDERS BY BOARD
- ---- ------------------ ----------------- ----------------- -----------------

ABN AMRO Value Fund....... MFS Institutional January 1, 2002 December 21, 2001 December 15, 2005
Advisors, Inc.
ABN AMRO Mid Cap Fund..... Optimum Investment December 22, 2003 December 22, 2003 December 15, 2005
Advisors, LP
</Table>

E-1

APPENDIX F

FORM OF
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ASTON ASSET MANAGEMENT LLC
AND [SUBADVISER]

SUB-INVESTMENT ADVISORY AGREEMENT (the "Agreement") made this day
of , 2006 by and between ASTON ASSET MANAGEMENT LLC(hereinafter
referred to as the "Investment Adviser") and (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.

W I T N E S S E T H:

WHEREAS, the Investment Adviser has been retained by Aston Funds, a
Delaware statutory trust (the "Trust"), a registered management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act") to
provide investment advisory services to the Trust with respect to certain series
of the Trust set forth in Schedule A hereto as may be amended from time to time
(hereinafter referred to as a "Fund" and collectively, the "Funds" of the
Trust);

WHEREAS, the Investment Adviser wishes to enter into a contract with the
Subadviser to provide research, analysis, advice and recommendations with
respect to the purchase and sale of securities, and make investment commitments
with respect to such portion of the Funds' assets as shall be allocated to the
Subadviser by the Investment Adviser from time to time (the "Allocated Assets"),
subject to oversight by the Trustees of the Trust and the supervision of the
Investment Adviser.

NOW THEREFORE, in consideration of the mutual agreements herein contained,
and intending to be bound, the parties agree as follows:

1. In accordance with the Investment Advisory Agreement between the
Trust and the Investment Adviser ("Investment Advisory Agreement") with
respect to the Funds, the Investment Adviser hereby appoints the Subadviser
to act as Subadviser with respect to the Allocated Assets for the period
and on the terms set forth in this Agreement. The Subadviser accepts such
appointment and agrees to render the services set forth herein, for the
compensation provided herein.

2. As compensation for the services enumerated herein, the Investment
Adviser will pay the Subadviser a fee with respect to the Allocated Assets,
which shall be calculated and payable monthly in arrears based on the
average daily net assets of the Fund, [at the annual rate as set forth in
Schedule B hereto] [in an amount equal to 50% of the positive difference ,
if any, of (x) the advisory fee payable to the Investment Adviser with
respect to the Allocated Assets of the Fund (before reduction of the fee
payable to Subadviser) minus (y) the sum of: (i) any investment advisory
fees waived by the Investment Adviser pursuant to an Expense Limitation
Agreement with the Fund, (ii) any reimbursement of expenses by the
Investment Adviser pursuant to an Expense Limitation Agreement with the
Fund, and (iii) any payments made by the Investment Adviser to third
parties that provide distribution, shareholder services or similar services
on behalf of the Fund. If the foregoing calculation results in a negative
difference, such amount shall be payable by the Subadviser within
days of receipt of notice from the Investment Adviser, which
notice shall include the basis for the calculation.]

For the purposes of this Agreement, a Fund's "net assets" shall be
determined as provided in the Fund's then-current Prospectus (as used
herein this term includes the related Statement of Additional Information).

If this Agreement shall become effective subsequent to the first day
of a month, or shall terminate before the last day of a month, the
Subadviser's compensation for such fraction of the month shall be prorated
based on the number of calendar days of such month during which the
Agreement is effective.

F-1

3. This Agreement shall become effective with respect to a Fund as of
the date set forth opposite the Fund's name as set forth on Schedule A
hereto (the "Effective Date"), provided that it has been approved by the
Trustees of the Trust in accordance with the provisions of the 1940 Act and
the rules thereunder and, if so required by the 1940 Act and the rules
thereunder, by the shareholders of the Fund in accordance with the
requirements of the 1940 Act and the rules thereunder.

4. This Agreement shall continue in effect for the initial term set
forth in Schedule A. It shall be renewed automatically thereafter with
respect to a Fund by the Investment Adviser and the Subadviser for
successive periods not exceeding one year, if and only if such renewal and
continuance is specifically approved at least annually by the Board of
Trustees of the Trust or by a vote of the majority of the outstanding
voting securities of the Fund as prescribed by the 1940 Act and provided
further that such continuance is approved at least annually thereafter by a
vote of a majority of the Trust's Trustees, who are not parties to such
Agreement or interested persons of such a party, cast in person at a
meeting called for the purpose of voting on such approval. This Agreement
will terminate automatically with respect to a Fund without the payment of
any penalty upon termination of the Investment Advisory Agreement relating
to a Fund (accompanied by simultaneous notice to the Subadviser) or upon
sixty days' written notice to the Subadviser that the Trustees of the
Trust, the Investment Adviser or the shareholders by vote of a majority of
the outstanding voting securities of the Fund, as provided by the 1940 Act,
have terminated this Agreement. This Agreement may also be terminated by
the Subadviser with respect to a Fund without penalty upon sixty days'
written notice to the Investment Adviser and the Trust.

This Agreement shall terminate automatically with respect to a Fund in
the event of its assignment or, upon notice thereof to the Subadviser, the
assignment of the Investment Advisory Agreement, unless its continuation
thereafter is approved by the Board of Trustees of the Trust and the
shareholders of the Fund if so required by the 1940 Act (in each case as
the term "assignment" is defined in Section 2(a)(4) of the 1940 Act,
subject to such exemptions as may be granted by the SEC by any rule,
regulation, order or interpretive guidance).

5. Subject to the supervision of the Board of Trustees of the Trust
and the Investment Adviser, the Subadviser will provide an investment
program for the Allocated Assets, including investment research and
management with respect to securities and investments, including cash and
cash equivalents, and will determine from time to time what securities and
other investments will be purchased, retained or sold. The Subadviser will
provide the services under this Agreement in accordance with each Fund's
investment objective, policies and restrictions as stated in the
Prospectus, as provided to the Subadviser by the Investment Adviser. The
Subadviser further agrees that, in all matters relating to the performance
of this Agreement, it:

(a) shall act in conformity with the Trust's Declaration of Trust,
By-Laws and currently effective registration statements under the 1940
Act and the Securities Act of 1933 and any amendments or supplements
thereto (the "Registration Statements") and with the written policies,
procedures and guidelines of each Fund, and written instructions and
directions of the Trustees of the Trust and shall comply with the
requirements of the 1940 Act and the Investment Advisers Act of 1940 and
the rules thereunder, and all other applicable federal and state laws
and regulations. The Trust agrees to provide Subadviser with copies of
the Trust's Declaration of Trust, By-Laws, Registration Statements,
written policies, procedures and guidelines, and written instructions
and directions of the Trustees, and any amendments or supplements to any
of them at, or, if practicable, before the time such materials,
instructions or directives become effective.

(b) will pay expenses incurred by it in connection with its
activities under this Agreement other than the cost of securities and
other investments (including brokerage commissions and other transaction
changes, if any) purchased for each Fund, provided that the Subadviser
will not pay for or provide a credit with respect to any research
provided to it in accordance with Section 5(c);

(c) will place orders pursuant to its investment determinations for
each Fund either directly with any broker or dealer, or with the issuer.
In placing orders with brokers or dealers, the Subadviser will attempt
to obtain the best overall price and the most favorable execution of its

F-2

orders. Subject to policies established by the Trustees of the Trust and
communicated to the Subadviser, it is understood that the Subadviser
will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Trust or in respect of a Fund, or be in breach of
any obligation owing to the Investment Adviser or the Trust or in
respect of a Fund under this Agreement, or otherwise, solely by reason
of its having caused the Fund to pay a member of a securities exchange,
a broker or a dealer a commission for effecting a securities transaction
for the Fund in excess of the amount of commission another member of an
exchange, broker or dealer would have charged if the Subadviser
determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934 and
interpretive guidance issued by the SEC thereunder) provided by such
member, broker or dealer, viewed in terms of that particular transaction
or the Subadviser's overall responsibilities with respect to the
accounts, including the Fund, as to which it exercises investment
discretion.

(d) will review the daily valuation of securities owned by the
Allocated Assets of each Fund as obtained on a daily basis by the Fund's
administrator and furnished by it to Subadviser, and will promptly
notify the Trust and the Investment Adviser if the Subadviser believes
that any such valuations may not properly reflect the market value of
any securities owned by the Fund, provided, however, that the Subadviser
is not required by this sub-paragraph to obtain valuations of any such
securities from brokers or dealers or otherwise, or to otherwise
independently verify valuations of any such securities.

(e) unless otherwise instructed, will be responsible for voting all
proxies of each Fund in accordance with the Proxy Voting Policies and
Guidelines of Subadviser (the "Proxy Policy"), provided that such Proxy
Policy and any amendments thereto are furnished to the Trust.

(f) will attend regular business and investment-related meetings
with the Trust's Board of Trustees and the Investment Adviser if
requested to do so by the Trust and/or the Investment Adviser, and at
its expense, shall supply the Board, the officers of the Trust, and the
Investment Adviser with all information and reports reasonably required
by them and reasonably available to the Subadviser relating to the
services provided by the Subadviser hereunder.

(g) will maintain books and records with respect to the securities
transactions for the Allocated Assets of each Fund and proxy voting
record for the Allocated Assets of the Fund, furnish to the Investment
Adviser and the Trust's Board of Trustees such periodic and special
reports as they may request with respect to the Fund, and provide in
advance to the Investment Adviser all of the Subadviser's reports to the
Trust's Board of Trustees for examination and review within a reasonable
time prior to the Trust's Board meetings.

6. The Investment Adviser or its affiliates may, from time to time,
engage other subadvisers to advise other series of the Trust (or portions
thereof) or other registered investment companies (or series or portions
thereof) that may be deemed to be under common control (each a "Sub-Advised
Fund"). The Subadviser agrees that it will not consult with any other
unaffiliated subadviser engaged by the Investment Adviser or its affiliates
with respect to transactions in securities or other assets concerning a
Fund or another Sub-Advised Fund, except to the extent permitted by the
rules under the 1940 Act that permit certain transactions with a subadviser
or its affiliates.

7. Subadviser agrees with respect to the services provided to each
Fund that it:

(a) will promptly communicate to the Investment Adviser such
information relating to Fund transactions as the officers and Trustees
of the Trust may reasonably request and as communicated to the
Subadviser; and

(b) will treat confidentially and as proprietary information of the
Trust all records and other information relative to each Fund and its
prior, present or potential shareholders, and will not use such records
and information for any purpose other than performance of its
responsibilities and duties hereunder (except after prior notification
to and approval in writing by the Trust, which

F-3

approval may not be withheld where Subadviser is advised by counsel that
the Subadviser may be exposed to civil or criminal contempt or other
proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the
Trust).

8. In compliance with the requirements of Rule 31a-3 under the 1940
Act, Subadviser acknowledges that all records which it maintains for the
Trust are the property of the Trust and agrees to surrender promptly to the
Trust any of such records upon the Trust's request, provided, that
Subadviser may retain copies thereof at its own expense. Subadviser further
agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940
Act the records required to be maintained by Rule 31a-1 under the 1940 Act
relating to transactions placed by Subadviser for the Fund. Subadviser
further agrees to maintain each Fund's proxy voting record with respect to
the Allocated Assets in a form mutually agreeable between the parties and
which contains the information required by Form N-PX under the 1940 Act.

9. It is expressly understood and agreed that the services to be
rendered by the Subadviser to the Investment Adviser under the provisions
of this Agreement are not to be deemed to be exclusive, and the Subadviser
shall be free to provide similar or different services to others so long as
its ability to provide the services provided for in this Agreement shall
not be materially impaired thereby. In addition, but without limiting any
separate agreement between the Subadviser and the Investment Adviser to the
contrary, nothing in this Agreement shall limit or restrict the right of
any director, officer, or employee of the Subadviser who may also be a
Trustee, officer, or employee of the Trust, to engage in any other business
or to devote his or her time and attention in part to the management or
other aspects of any other business, whether of a similar nature or a
dissimilar nature.

10. The Investment Adviser agrees that it will furnish currently to
the Subadviser all information with reference to each Fund and the Trust
that is reasonably necessary to permit the Subadviser to carry out its
responsibilities under this Agreement, and the parties agree that they will
from time to time consult and make appropriate arrangements as to specific
information that is required under this paragraph and the frequency and
manner with which it shall be supplied. Without limiting the generality of
the foregoing, Investment Adviser will furnish to Subadviser procedures
consistent with the Trust's contract with each Fund's custodian from time
to time (the "Custodian"), and reasonably satisfactory to Subadviser, for
consummation of portfolio transactions for each Fund by payment to or
delivery by the Custodian of all cash and/or securities or other
investments due to or from the Fund, and Subadviser shall not have
possession or custody thereof or any responsibility or liability with
respect to such custody. Upon giving proper instructions to the Custodian,
Subadviser shall have no responsibility or liability with respect to
custodial arrangements or the acts, omissions or other conduct of the
Custodian.

11. The Subadviser and its directors, officers, stockholders,
employees and agents shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Investment Adviser or the
Trust in connection with any matters to which this Agreement relates or for
any other act or omission in the performance by the Subadviser of its
duties under this agreement except that nothing herein contained shall be
construed to protect the Subadviser against any liability by reason of the
Subadviser's willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reckless disregard of its obligations or
duties under this Agreement.

12. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the
Agreement shall not be affected thereby. Except to the extent governed by
federal law including the 1940 Act, this Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware,
without applying the principles of conflicts of law thereunder.

13. No provision of this Agreement may be changed, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, discharge or termination is
sought. No amendment of this Agreement shall be effective with respect to
the Trust until approved as required by applicable law.

F-4

14. Any notice to be given hereunder may be given by personal
notification or by facsimile transmission, to the party specified at the
address stated below:

To the Investment Adviser at:

Aston Asset Management LLC
--------------------
--------------------
Attn:
-----------------------------------
Facsimile:
------------------------------

To the Subadviser at:
------------------------------------------
------------------------------------------
------------------------------------------
Attn:
-----------------------------------
Facsimile:
------------------------------

To a Fund or the Trust at:
------------------------ Funds
------------------------------------------
------------------------------------------
Attn:
-----------------------------------
Facsimile:
------------------------------
or addressed as such party may from time to time designate by notice to
other parties in accordance herewith.

15. The Subadviser agrees that for any claim by it against a Fund in
connection with this Agreement or the services rendered under this
Agreement, it shall look only to assets of a Fund for satisfaction and that
it shall have no claim against the assets of any other portfolios of the
Trust.

[THE REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

F-5

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.

<Table>

ATTEST: ASTON ASSET MANAGEMENT LLC

By:
- --------------------------------------------------- --------------------------------------------------

ATTEST:
[Subadviser]

By:
- --------------------------------------------------- --------------------------------------------------
</Table>

F-6

SCHEDULE A

<Table>
<Caption>
FUND EFFECTIVE DATE INITIAL TERM
- ---- -------------- ------------

</Table>

F-7

APPENDIX G

SUBADVISORY FEE RATES AND AGGREGATE SUBADVISORY FEES PAID

<Table>
<Caption>
FEES PAID TO THE
SUBADVISER
SUBADVISORY DURING LAST NET ASSETS AS OF
FUND FEE RATE FISCAL YEAR 4/30/2006
- ---- -------------------------- ---------------- ----------------

ABN AMRO Value Fund................... 0.40% of 1st $250 million $1,054,028 $330,746,787
0.35% of next $250 million
0.325% over $500 million
ABN AMRO Mid Cap Fund................. 0.30% of 1st $100 million $1,387,970 $680,243,815
0.25% of next $300 million
0.20% over $400 million
</Table>

FEE RATES AND NET ASSETS OF FUNDS ADVISED BY SUBADVISERS
WITH INVESTMENT OBJECTIVES SIMILAR TO THOSE OF THE SUBADVISED FUNDS

<Table>
<Caption>
NET ASSETS AS OF
SUBADVISER SIMILAR FUND FEE RATE 4/30/06
- ---------- ------------------------ ------------------------ ----------------

AAAM.................... Penn Series Large Cap 0.425% of first $50 $ 29,040,419
Growth Fund million 0.40% over $50
million.
McDonnell............... SEI Tax Exempt 0.18% of first $100 $ 192,315,734
California Municipal million 0.15% over $100
Bond Fund million
McDonnell............... SEI Tax Exempt New 0.18% of first $100 $ 88,479,945
Jersey Municipal Bond million 0.15% over $100
Fund million
MFS..................... MFS Institutional Large 0.60% of the fund's $ 122,400,000
Cap Value Fund average daily net assets
MFS..................... MFS Value Fund 0.75% of the fund's $8,300,000,000
average daily net assets
MFS..................... MFS Sun Life Series 0.75% of the fund's $ 456,600,000
Trust average daily net assets
MFS..................... MFS VIT Value Series 0.75% of the fund's $ 228,200,000
average daily net assets
Montag & Caldwell....... SEI Institutional 0.20% of the fund's $ 49,840,119
Investment Trust Large average daily net assets
Cap Fund
Montag & Caldwell....... SEI Institutional 0.20% of the fund's $ 603,965,197
Managed Trust Large Cap average daily net assets
Growth Fund
Montag & Caldwell....... SEI Institutional 0.20% of the fund's $ 205,982,549
Managed Trust average daily net assets
Tax-Managed Large Cap
Fund
Montag & Caldwell....... SEI Global Master Fund 0.20% of the fund's $ 149,325,176
PLC -- US Equity Large average daily net assets
Companies
Montag & Caldwell SEI Canada US Equity 0.20% of the fund's $ 68,212,578
Fund.................... average daily net assets
Montag & Caldwell Enterprise Growth 0.21% of the fund's $1,261,436,026
Fund.................... average daily net assets
</Table>

G-1

<Table>
<Caption>
NET ASSETS AS OF
SUBADVISER SIMILAR FUND FEE RATE 4/30/06
- ---------- ------------------------ ------------------------ ----------------

Montag & Caldwell....... WT Investment Trust -- 0.33% of the fund's $ 24,744,359
Large Cap Multi-Manager average daily net assets
Series
Montag & Caldwell....... FRIC Diversified Equity 0.21% of the fund's $ 320,613,316
Fund average daily net assets
Montag & Caldwell....... FRIC Equity I Fund 0.21% of the fund's $ 139,284,737
average daily net assets
Montag & Caldwell....... RIF Multi-Style Equity 0.21% of the fund's $ 50,396,634
Fund average daily net assets
Montag & Caldwell....... FR (Canada) Sovereign US 0.21% of the fund's $ 38,868,843
Equity Fund average daily net assets
Montag & Caldwell....... FRCL Multi-Style Multi- 0.21% of the fund's $ 102,848,491
Manager US Equity Fund average daily net assets
Montag & Caldwell....... FRIC PLC (Ireland) US 0.21% of the fund's $ 166,445,442
Equity Fund average daily net assets
Montag & Caldwell....... FRAM (Cayman) US Equity 0.21% of the fund's $ 44,916,332
Fund LP average daily net assets
Montag & Caldwell....... FR (Canada) Russell US 0.21% of the fund's $ 77,105,331
Equity Fund average daily net assets
River Road.............. HDE Fund 0.15% of the fund's $ 18,625,745
average daily net assets
River Road.............. HIE Fund 0.15% of the fund's $ 631,133,416
average daily net assets
TAMRO................... Laudus Small-Cap Assets below or equal to $ 31,570,684(1)
MarketMasters Fund $80 million -- 0.70%
Assets over $80
million -- 0.60%
Veredus................. Laudus Small-Cap Asset base below $25 $ 47,167,162(1)
MarketMasters Fund million -- 1.00%
Asset base between $25-
$50 million -- 0.85%
Asset base between $50-
$100 million -- 0.75%
Asset base over $100
million -- 0.75% on
first $100 million and
0.65% over $100 million
Veredus................. Managers Special Equity 0.50% of the fund's $ 706,139,122
Fund average daily net assets
</Table>

- ---------------

(1) The Laudus Small-Cap MarketMaster Fund is operated under a managers of
managers structure. The net assets shown for the fund for TAMRO and Veredus
represent the assets each manages for the fund.

G-2

APPENDIX H

PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF SUBADVISERS

PRINCIPAL OFFICERS AND DIRECTORS OF AAAM

<Table>
<Caption>
NAME AND ADDRESS PRINCIPAL OCCUPATION
- ---------------- ---------------------------------------------------------

Nancy Holland Director, President and CEO, AAAM; Manager/Board of
161 N. Clark Street Managers, ABN AMRO Asset Management Holdings, Inc.;
Chicago, IL 60601 President, ABN AMRO Trust Services Company, Interim Chief
Executive Officer

Richard Drake Senior Managing Director, AAAM; Vice President, ABN AMRO
161 N. Clark Street Trust Services Company; Vice President, LaSalle Bank N.A.
Chicago, IL 60601

William Finley Senior Managing Director, AAAM; Vice President, ABN AMRO
161 N. Clark Street Trust Services Company; Vice President, LaSalle Bank N.A.
Chicago, IL 60601

Bernard Myszkowski Executive Vice President and Managing Director
161 N. Clark Street
Chicago, IL 60601

Seymour A. Newman Director, Executive Vice President, CFO, Treasurer and
161 N. Clark Street Secretary, AAAM; EVP, CFO Treasurer and Secretary, AAAM
Chicago, IL 60601 Asset Management Holdings, Inc.; Director, EVP, CFO,
Treasurer and Secretary, ABN AMRO Investment Fund
Services, Inc.; EVP, CFO, Treasury and Secretary, TAMRO
Capital Partners LLC

Todd Youngberg Senior Managing Director, Global Head of High Yield
161 N. Clark Street
Chicago, IL 60610
</Table>

PRINCIPAL OFFICERS AND DIRECTORS OF MONTAG & CALDWELL

<Table>
<Caption>
NAME AND ADDRESS PRINCIPAL OCCUPATION
- ---------------- ---------------------------------------------------------

Ronald E. Canakaris President, Chief Investment Officer, Chairman and
3455 Peachtree Rd. NE Director, Montag & Caldwell
Suite 1200
Atlanta, GA 30326

Bill Vogel CEO, Director, Montag & Caldwell
3455 Peachtree Rd NE
Suite 1200
Atlanta, GA 30326

Huber Boumester Director, Montag & Caldwell
3455 Peachtree Rd. NE
Suite 1200
Atlanta, GA 30326
</Table>

H-1

<Table>
<Caption>
NAME AND ADDRESS PRINCIPAL OCCUPATION
- ---------------- ---------------------------------------------------------

Albertus P. Schouws Director, Montag & Caldwell
3455 Peachtree Rd. NE
Suite 1200
Atlanta, GA 30326
Brian W. Stahl Vice President, Treasurer and Assistant Secretary, Montag
3455 Peachtree Rd. NE & Caldwell
Suite 1200
Atlanta, GA 30326

Sarah Russell Director, Montag & Caldwell
3455 Peachtree Rd NE
Suite 1200
Atlanta, GA 30326

Janet Bunch Director, Montag & Caldwell
3455 Peachtree Rd. NE
Suite 1200
Atlanta, GA 30326
</Table>

PRINCIPAL OFFICERS AND DIRECTORS OF TAMRO

<Table>
<Caption>
NAME AND ADDRESS PRINCIPAL OCCUPATION
- ---------------- ---------------------------------------------------------

Philip Tasho CEO, CFA, and Chief Investment Officer, TAMRO
1660 Duke Street, Suite 200
Alexandria, VA 22314

Danna Maller Rocque Director of Marketing, TAMRO
1660 Duke Street, Suite 200
Alexandria, VA 22314

Kathleen B. Neumann CFA, Chief Operating Officer
1600 Duke Street, Suite 200
Alexandria, VA 22314
</Table>

PRINCIPAL OFFICERS AND DIRECTORS OF VEREDUS

<Table>
<Caption>
NAME AND ADDRESS PRINCIPAL OCCUPATION
- ---------------- ---------------------------------------------------------

James R. Jenkins Director, Vice-President, Chief Compliance and Operating
One Paragon Center, Officer, Veredus
6060 Dutchmans Lane,
Suite 320
Louisville, KY 40205

Charles P. McCurdy, Jr. Director, Executive Vice President and Portfolio Manager,
One Paragon Center, Veredus
6060 Dutchmans Lane,
Suite 320
Louisville, KY 40205
</Table>

H-2

<Table>
<Caption>
NAME AND ADDRESS PRINCIPAL OCCUPATION
- ---------------- ---------------------------------------------------------

B. Anthony Weber Director, President, Chief Investment Officer, Veredus
One Paragon Center,
6060 Dutchmans Lane,
Suite 320
Louisville, KY 40205

Charles F. Mercer Vice President, and Portfolio Manager
One Paragon Center,
6060 Dutchmans Lane,
Suite 320
Louisville, KY 40205

John S. Poole, Vice President Business Development
One Paragon Center
6060 Dutchmans Lane,
Suite 320
Louisville, KY 40205

Mike Johnson Director of Research
One Paragon Center
6060 Dutchmans Lane,
Suite 320
Louisville, KY 40205
</Table>

PRINCIPAL OFFICERS AND DIRECTORS OF RIVER ROAD

<Table>
<Caption>
NAME AND ADDRESS PRINCIPAL OCCUPATION
- ---------------- ---------------------------------------------------------

James C. Shircliff CEO and Chief Investment Officer, River Road
Meidinger Tower, Suite 1600,
462 South Fourth St.,
Louisville, KY 40202

R. Andrew Beck President, River Road
Meidinger Tower, Suite 1600,
462 South Fourth St.,
Louisville, KY 40202

Henry W. Sanders Executive Vice President, River Road
Meidinger Tower, Suite 1600,
462 South Fourth St.,
Louisville, KY 40202

Thomas D. Mueller COO and Chief Compliance Officer, River Road
Meidinger Tower, Suite 1600,
462 South Fourth St.,
Louisville, KY 40202
</Table>

H-3

PRINCIPAL OFFICERS AND DIRECTORS OF MFS

<Table>
<Caption>
NAME AND ADDRESS PRINCIPAL OCCUPATION
- ---------------- ------------------------------------------------------------

Robert C. Pozen Director and Chairman of the Board, MFS
500 Boylston Street
Boston, MA 02116

Robert J. Manning Director, CEO, Chief Investment Officer and President, MFS
500 Boylston Street
Boston, MA 02116

Martin E. Beaulieu Director, Executive Vice President and Director of Global
500 Boylston Street Distribution, MFS
Boston, MA 02116

Robin A. Stelmach Director, Executive Vice President and COO, MFS
500 Boylston Street
Boston, MA 02116

C. James Prieur Director, MFS
500 Boylston Street
Boston, MA 02116

Donald A. Stewart Director, MFS
500 Boylston Street
Boston, MA 02116

James C. Baillie Director, MFS
500 Boylston Street
Boston, MA 02116

Ronald W. Osborne Director, MFS
500 Boylston Street
Boston, MA 02116

William K. O'Brien Director, MFS
500 Boylston Street
Boston, MA 02116

Maria F Dwyer Executive Vice President and Chief Regulatory Officer
500 Boylston Street
Boston, MA 02116

Paul T. Kirwan Executive Vice President and Chief Financial Officer, MFS
500 Boylston Street
Boston, MA 02116

Mark N. Polebaum Executive Vice President, General Counsel and Secretary
500 Boylston Street
Boston, MA 02116

David A. Antonelli Executive Vice President and Chief Investment
500 Boylston Street Officer -- Non-U.S and Global Equity Investments and
Boston, MA 02116 Co-Director of Global Research

Deborah H. Miller Executive Vice President and Director of Equity Quantitative
500 Boylston Street Research
Boston, MA 02116
</Table>

H-4

<Table>
<Caption>
NAME AND ADDRESS PRINCIPAL OCCUPATION
- ---------------- ------------------------------------------------------------

Michael W. Roberge Executive Vice President, Chief Investment Officer -- U.S.
500 Boylston Street Investments and Co-Director of Global Research
Boston, MA 02116

Thomas B. Hastings Senior Vice President and Treasurer
500 Boylston Street
Boston, MA 02116

Michael H. Whitaker Senior Vice President and Chief Compliance Officer
500 Boylston Street
Boston, MA 02116
</Table>

PRINCIPAL OFFICERS AND DIRECTORS OF MCDONNELL

<Table>
<Caption>
NAME AND ADDRESS PRINCIPAL OCCUPATION
- ---------------- ------------------------------------------------------------

Dennis J. McDonnell Chairman and Executive Managing Director, McDonnell
1515 West 22nd Street,
11th Floor
Oak Brook, IL 60523

Edward A. Treichel President and CEO, McDonnell
1515 West 22nd Street,
11th Floor
Oak Brook, IL 60523

John M. McCareins Executive Managing Director and Chief Marketing Officer,
1515 West 22nd Street, McDonnell
11th Floor
Oak Brook, IL 60523

Michael P. Kamradt Executive Managing Director and Chief Investment Officer,
1515 West 22nd Street, McDonnell
11th Floor
Oak Brook, IL 60523

James J. Boyne Executive Managing Director, COO and General Counsel,
1515 West 22nd Street, McDonnell
11th Floor
Oak Brook, IL 60523
</Table>

PRINCIPAL OFFICERS AND DIRECTORS OF OPTIMUM

<Table>
<Caption>
NAME AND ADDRESS PRINCIPAL OCCUPATION
- ---------------- ------------------------------------------------------------

Andrew J. Goodwin, III Chairman, Optimum
100 South Wacker Dr.
Suite 2100
Chicago, IL 60606

H. Steel Bokhof, Jr. Vice Chairman, Optimum
100 South Wacker Dr.
Suite 2100
Chicago, IL 60606

Keith F. Pinsoneault President, Optimum
100 South Wacker Dr.
Suite 2100
Chicago, IL 60606
</Table>

H-5

PRINCIPAL OFFICERS AND DIRECTORS OF TAPLIN

<Table>
<Caption>
NAME AND ADDRESS PRINCIPAL OCCUPATION
- ---------------- ------------------------------------------------------------

Tere Alvarez Canida President, Director and Chief Compliance Officer, Taplin
1001 Brickell Bay Dr,
Suite 100
Miami, FL 33131

Alan Marc Habacht Vice President and Director, Taplin
1001 Brickell Bay Dr,
Suite 100
Miami, FL 33131

William James Canida Vice President, Director, Secretary and Treasurer, Taplin
1001 Brickell Bay Dr,
Suite 100
Miami, FL 33131

Victoria Tanasescu Director, Taplin
London
1001 Brickell Bay Dr,
Suite 100
Miami, FL 33131
</Table>

H-6

APPENDIX I
FUND SHARES OWNED BY TRUSTEES AND OFFICERS

The following table sets forth for each Trustee and for the Trustees and
officers as a group, the amount of shares beneficially owned in each Fund as of
the record date.

<Table>
<Caption>
FUND SHARES OWNED BY TRUSTEES AND OFFICERS
- -------------------------------------------------------------------------------------------------------
ABN AMRO
ABN AMRO INVESTMENT ABN AMRO
ABN AMRO ABN AMRO ABN AMRO HIGH YIELD GRADE BOND MID CAP
TRUSTEES BALANCED FUND BOND FUND GROWTH FUND BOND FUND FUND FUND
- -------- ------------- --------- ----------- ---------- ---------- --------

Leonard F. Amari......... 0 0 11,924 0 0 6,835
Robert A. Kushner........ 0 0 0 0 0 1,012
Gregory T. Mutz.......... 0 0 0 0 0 0
Robert B. Scherer........ 0 0 0 2,830 0 1,600
Nathan Shapiro........... 0 0 0 0 0 0
Denis Springer........... 0 0 0 0 0 0
Stuart D. Bilton......... 0 0 15,733 0 0 0
Julian Ide............... 0 0 0 0 0 0
ALL TRUSTEES AND OFFICERS
AS A GROUP............. 688 522 33,165 3,451 0 11,036
</Table>

<Table>
<Caption>
FUND SHARES OWNED BY TRUSTEES AND OFFICERS
- ------------------------------------------------------------------------------------------------------
ABN ABN AMRO/
AMRO MONTAG & ABN AMRO/
MID CAP ABN AMRO ABN AMRO CALDWELL MONTAG &
GROWTH MUNICIPAL REAL ESTATE ABN AMRO BALANCED CALDWELL
TRUSTEES FUND BOND FUND FUND VALUE FUND FUND GROWTH FUND
- -------- ---------- --------- ----------- ---------- ---------- -----------

Leonard F. Amari........ 0 0 0 0 0 0
Robert A. Kushner....... 0 0 0 0 0 1,685
Gregory T. Mutz......... 0 0 0 0 0 0
Robert B. Scherer....... 0 0 0 0 0 0
Nathan Shapiro.......... 0 0 0 0 0 0
Denis Springer.......... 0 0 0 0 0 0
Stuart D. Bilton........ 0 75,799 0 0 0 34,482
Julian Ide.............. 0 0 0 0 0 0
ALL TRUSTEES AND
OFFICERS AS A GROUP... 0 76,794 2,186 0 79 39,278
</Table>

I-1

<Table>
<Caption>
FUND SHARES OWNED BY TRUSTEES AND OFFICERS
- --------------------------------------------------------------------------------------------------------
ABN ABN
AMRO/RIVER AMRO/RIVER ABN AMRO/ ABN AMRO/ ABN AMRO/ ABN AMRO/
ROAD DYNAMIC ROAD SMALL TAMRO TAMRO VEREDUS VEREDUS
EQUITY INCOME CAP VALUE LARGE CAP SMALL CAP AGGRESSIVE SCITECH
TRUSTEES FUND FUND VALUE FUND FUND GROWTH FUND FUND
- -------- ------------- ---------- ---------- ---------- ----------- ----------

Leonard F. Amari....... 0 0 19,731 7,081 5,843 0
Robert A. Kushner...... 0 0 0 0 0 0
Gregory T. Mutz........ 0 0 0 0 0 0
Robert B. Scherer...... 0 1,953 0 874 939 0
Nathan Shapiro......... 0 0 0 0 0 0
Denis Springer......... 0 0 0 0 0 0
Stuart D. Bilton....... 0 0 19,427 7,612 0 0
Julian Ide............. 0 0 0 0 0 0
ALL TRUSTEES AND
OFFICERS AS A
GROUP................ 0 3,299 41,202 17,872 14,022 764
</Table>

Leonard F. Amari....... 0
Robert A. Kushner...... 0
Gregory T. Mutz........ 0
Robert B. Scherer...... 0
Nathan Shapiro......... 0
Denis Springer......... 0
Stuart D. Bilton....... 0
Julian Ide............. 0
ALL TRUSTEES AND
OFFICERS AS A
GROUP................ 2,034
</Table>

I-2

TRUSTEE AND OFFICER OWNERSHIP OF ABN AMRO/TAMRO LARGE CAP VALUE FUND

<Table>
<Caption>
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT PERCENT OF CLASS
- -------------- ------------------------------------ ------ ----------------

Class N Leonard F. Amari, Trustee
161 N. Clark Street
Chicago, IL 60601.................. 19,731 1.52%

Class N Robert A. Kushner, Trustee
161 N. Clark Street
Chicago, IL 60601.................. 0 0.00%

Class N Gregory T. Mutz, Trustee
161 N. Clark Street
Chicago, IL 60601.................. 0 0.00%

Class N Robert B. Scherer, Trustee
161 N. Clark Street
Chicago, IL 60601.................. 0 0.00%

Class N Nathan Shapiro, Trustee
161 N. Clark Street
Chicago, IL 60601.................. 0 0.00%

Class N Denis Springer, Trustee
161 N. Clark Street
Chicago, IL 60601.................. 0 0.00%

Class N Stuart D. Bilton, Chairman and
Trustee
161 N. Clark Street
Chicago, IL 60601.................. 19,427 1.54%

Class N Julian Ide, Trustee
161 N. Clark Street
Chicago, IL 60601.................. 0 0.00%

CLASS N ALL TRUSTEES AND OFFICERS AS A
GROUP.............................. 41,202 3.22%
</Table>

I-3

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: https://vote.proxy-direct.com

3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY PROXY
ABN AMRO FUNDS
ABN AMRO BALANCED FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ABN AMRO FUNDS

The undersigned hereby appoints Teresa Hamlin and Aaron Remorenko, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote all shares of ABN AMRO Balanced
Fund (the "Fund") held of record by the undersigned on June 15, 2006, at the
special meeting of shareholders to be held August 25, 2006, and any postponement
or adjournments thereof.

By signing and dating the lower portion of this card, you authorize the proxies
to vote the proposal as marked, or if not marked, to vote "FOR" the proposal,
and to use their discretion to vote any other matter as may properly come before
the meeting. If you do not intend to personally attend the meeting, please
complete and mail this card at once in the enclosed envelope. The undersigned
hereby revokes any proxy previously given.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.

VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-241-6192
------------------------ -----------------------
999 99999 999 999
------------------------ -----------------------

NOTE: Please sign name or names as printed on the
proxy to authorize the voting of your shares as
indicated. Where shares are registered with joint
owners, all joint owners should sign. Persons signing
as executors, administrators, trustees, etc. should
so indicate.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 16539_BAL

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

<Table>

THE BOARD OF TRUSTEES OF ABN AMRO FUNDS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSALS.
FOR AGAINST ABSTAIN
PLEASE MARK VOTES AS IN THIS EXAMPLE: [X]
1. To approve a new investment advisory agreement between the Fund and Aston Asset Management [ ] [ ] [ ]
LLC ("Aston").

2. To approve a new subadvisory agreement between Aston and each subadviser below:
a. ABN AMRO Asset Management, Inc. Not Applicable
b. Montag & Caldwell, Inc. Not Applicable
c. River Road Asset Management LLC Not Applicable
d. TAMRO Capital Partners LLC Not Applicable
e. Veredus Asset Management LLC Not Applicable
f. MFS Institutional Advisers, Inc. Not Applicable
g. Optimum Investment Advisers, LP Not Applicable
h. Taplin, Canida & Habacht, Inc. Not Applicable
i. McDonnell Investment Management, LLC Not Applicable
j1. ABN AMRO Asset Management, Inc. for the equity component of the portfolio [ ] [ ] [ ]
j2. Taplin, Canida & Habacht, Inc. for the fixed income component of the portfolio [ ] [ ] [ ]

3. To approve a "manager of managers" structure for the Fund that, if approved by the Board of [ ] [ ] [ ]
Trustees in the future, would permit the investment adviser to hire and replace subadvisers
and to modify subadvisory agreements without shareholder approval.
</Table>

16539_BAL

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: https://vote.proxy-direct.com

3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY PROXY
ABN AMRO FUNDS
ABN AMRO BOND FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ABN AMRO FUNDS

The undersigned hereby appoints Teresa Hamlin and Aaron Remorenko, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote all shares of ABN AMRO Bond Fund
(the "Fund") held of record by the undersigned on June 15, 2006, at the special
meeting of shareholders to be held August 25, 2006, and any postponement or
adjournments thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 16539_BND

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

<Table>

2. To approve a new subadvisory agreement between Aston and each subadviser below:
a. ABN AMRO Asset Management, Inc. Not Applicable
b. Montag & Caldwell, Inc. Not Applicable
c. River Road Asset Management LLC Not Applicable
d. TAMRO Capital Partners LLC Not Applicable
e. Veredus Asset Management LLC Not Applicable
f. MFS Institutional Advisers, Inc. Not Applicable
g. Optimum Investment Advisers, LP Not Applicable
h. Taplin, Canida & Habacht, Inc. [ ] [ ] [ ]
i. McDonnell Investment Management, LLC Not Applicable
j1. ABN AMRO Asset Management, Inc. for the equity component of the portfolio Not Applicable
j2. Taplin, Canida & Habacht, Inc. for the fixed income component of the portfolio Not Applicable

16539_BND

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: https://vote.proxy-direct.com

3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY PROXY
ABN AMRO FUNDS
ABN AMRO INVESTMENT GRADE BOND FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ABN AMRO FUNDS

The undersigned hereby appoints Teresa Hamlin and Aaron Remorenko, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote all shares of ABN AMRO
Investment Grade Bond Fund (the "Fund") held of record by the undersigned on
June 15, 2006, at the special meeting of shareholders to be held August 25,
2006, and any postponement or adjournments thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 16539_IG

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

<Table>

2. To approve a new subadvisory agreement between Aston and each subadviser below:
a. ABN AMRO Asset Management, Inc. Not Applicable
b. Montag & Caldwell, Inc. Not Applicable
c. River Road Asset Management LLC Not Applicable
d. TAMRO Capital Partners LLC Not Applicable
e. Veredus Asset Management LLC Not Applicable
f. MFS Institutional Advisers, Inc. Not Applicable
g. Optimum Investment Advisers, LP Not Applicable
h. Taplin, Canida & Habacht, Inc. [ ] [ ] [ ]
i. McDonnell Investment Management, LLC Not Applicable
j1. ABN AMRO Asset Management, Inc. for the equity component of the portfolio Not Applicable
j2. Taplin, Canida & Habacht, Inc. for the fixed income component of the portfolio Not Applicable

16539_IG

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: https://vote.proxy-direct.com

3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY PROXY
ABN AMRO FUNDS
ABN AMRO MID CAP FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ABN AMRO FUNDS

The undersigned hereby appoints Teresa Hamlin and Aaron Remorenko, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote all shares of ABN AMRO Mid Cap
Fund (the "Fund") held of record by the undersigned on June 15, 2006, at the
special meeting of shareholders to be held August 25, 2006, and any postponement
or adjournments thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 16539_MC

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

<Table>

2. To approve a new subadvisory agreement between Aston and each subadviser below:
a. ABN AMRO Asset Management, Inc. Not Applicable
b. Montag & Caldwell, Inc. Not Applicable
c. River Road Asset Management LLC Not Applicable
d. TAMRO Capital Partners LLC Not Applicable
e. Veredus Asset Management LLC Not Applicable
f. MFS Institutional Advisers, Inc. Not Applicable
g. Optimum Investment Advisers, LP [ ] [ ] [ ]
h. Taplin, Canida & Habacht, Inc. Not Applicable
i. McDonnell Investment Management, LLC Not Applicable
j1. ABN AMRO Asset Management, Inc. for the equity component of the portfolio Not Applicable
j2. Taplin, Canida & Habacht, Inc. for the fixed income component of the portfolio Not Applicable

16539_MC

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: https://vote.proxy-direct.com

3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY PROXY
ABN AMRO FUNDS
ABN AMRO GROWTH FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ABN AMRO FUNDS

The undersigned hereby appoints Teresa Hamlin and Aaron Remorenko, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote all shares of ABN AMRO Growth
Fund (the "Fund") held of record by the undersigned on June 15, 2006, at the
special meeting of shareholders to be held August 25, 2006, and any postponement
or adjournments thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 16539_GRW

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

<Table>

2. To approve a new subadvisory agreement between Aston and each subadviser below:
a. ABN AMRO Asset Management, Inc. [ ] [ ] [ ]
b. Montag & Caldwell, Inc. Not Applicable
c. River Road Asset Management LLC Not Applicable
d. TAMRO Capital Partners LLC Not Applicable
e. Veredus Asset Management LLC Not Applicable
f. MFS Institutional Advisers, Inc. Not Applicable
g. Optimum Investment Advisers, LP Not Applicable
h. Taplin, Canida & Habacht, Inc. Not Applicable
i. McDonnell Investment Management, LLC Not Applicable
j1. ABN AMRO Asset Management, Inc. for the equity component of the portfolio Not Applicable
j2. Taplin, Canida & Habacht, Inc. for the fixed income component of the portfolio Not Applicable

16539_GRW

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: https://vote.proxy-direct.com

3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY PROXY
ABN AMRO FUNDS
ABN AMRO HIGH YIELD BOND FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ABN AMRO FUNDS

The undersigned hereby appoints Teresa Hamlin and Aaron Remorenko, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote all shares of ABN AMRO High
Yield Bond Fund (the "Fund") held of record by the undersigned on June 15, 2006,
at the special meeting of shareholders to be held August 25, 2006, and any
postponement or adjournments thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 16539_HYB

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

<Table>

16539_HYB

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: https://vote.proxy-direct.com

3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY PROXY
ABN AMRO FUNDS
ABN AMRO MID CAP GROWTH FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ABN AMRO FUNDS

The undersigned hereby appoints Teresa Hamlin and Aaron Remorenko, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote all shares of ABN AMRO Mid Cap
Growth Fund (the "Fund") held of record by the undersigned on June 15, 2006, at
the special meeting of shareholders to be held August 25, 2006, and any
postponement or adjournments thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 16539_MCG

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

<Table>

16539_MCG

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: https://vote.proxy-direct.com

3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY PROXY
ABN AMRO FUNDS
ABN AMRO REAL ESTATE FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ABN AMRO FUNDS

The undersigned hereby appoints Teresa Hamlin and Aaron Remorenko, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote all shares of ABN AMRO Real
Estate Fund (the "Fund") held of record by the undersigned on June 15, 2006, at
the special meeting of shareholders to be held August 25, 2006, and any
postponement or adjournments thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 16539_RE

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

<Table>

2. To approve a new subadvisory agreement between Aston and each subadviser below: [ ] [ ] [ ]
a. ABN AMRO Asset Management, Inc. Not Applicable
b. Montag & Caldwell, Inc. Not Applicable
c. River Road Asset Management LLC Not Applicable
d. TAMRO Capital Partners LLC Not Applicable
e. Veredus Asset Management LLC Not Applicable
f. MFS Institutional Advisers, Inc. Not Applicable
g. Optimum Investment Advisers, LP Not Applicable
h. Taplin, Canida & Habacht, Inc. Not Applicable
i. McDonnell Investment Management, LLC Not Applicable
j1. ABN AMRO Asset Management, Inc. for the equity component of the portfolio Not Applicable
j2. Taplin, Canida & Habacht, Inc. for the fixed income component of the portfolio Not Applicable

16539_RE

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: https://vote.proxy-direct.com

3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY PROXY
ABN AMRO FUNDS
ABN AMRO MUNICIPAL BOND FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ABN AMRO FUNDS

The undersigned hereby appoints Teresa Hamlin and Aaron Remorenko, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote all shares of ABN AMRO Municipal
Bond Fund (the "Fund") held of record by the undersigned on June 15, 2006, at
the special meeting of shareholders to be held August 25, 2006, and any
postponement or adjournments thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 16539_MB

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

<Table>

2. To approve a new subadvisory agreement between Aston and each subadviser below:
a. ABN AMRO Asset Management, Inc. Not Applicable
b. Montag & Caldwell, Inc. Not Applicable
c. River Road Asset Management LLC Not Applicable
d. TAMRO Capital Partners LLC Not Applicable
e. Veredus Asset Management LLC Not Applicable
f. MFS Institutional Advisers, Inc. Not Applicable
g. Optimum Investment Advisers, LP Not Applicable
h. Taplin, Canida & Habacht, Inc. Not Applicable
i. McDonnell Investment Management, LLC [ ] [ ] [ ]
j1. ABN AMRO Asset Management, Inc. for the equity component of the portfolio Not Applicable
j2. Taplin, Canida & Habacht, Inc. for the fixed income component of the portfolio Not Applicable

16539_MB

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: https://vote.proxy-direct.com

3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY PROXY
ABN AMRO FUNDS
ABN AMRO VALUE FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ABN AMRO FUNDS

The undersigned hereby appoints Teresa Hamlin and Aaron Remorenko, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote all shares of ABN AMRO Value
Fund (the "Fund") held of record by the undersigned on June 15, 2006, at the
special meeting of shareholders to be held August 25, 2006, and any postponement
or adjournments thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 16539_VAL

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

<Table>

2. To approve a new subadvisory agreement between Aston and each subadviser below:
a. ABN AMRO Asset Management, Inc. Not Applicable
b. Montag & Caldwell, Inc. Not Applicable
c. River Road Asset Management LLC Not Applicable
d. TAMRO Capital Partners LLC Not Applicable
e. Veredus Asset Management LLC Not Applicable
f. MFS Institutional Advisers, Inc. [ ] [ ] [ ]
g. Optimum Investment Advisers, LP Not Applicable
h. Taplin, Canida & Habacht, Inc. Not Applicable
i. McDonnell Investment Management, LLC Not Applicable
j1. ABN AMRO Asset Management, Inc. for the equity component of the portfolio Not Applicable
j2. Taplin, Canida & Habacht, Inc. for the fixed income component of the portfolio Not Applicable

16539_VAL

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: https://vote.proxy-direct.com

3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY PROXY
ABN AMRO FUNDS
ABN AMRO/MONTAG & CALDWELL BALANCED FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ABN AMRO FUNDS

The undersigned hereby appoints Teresa Hamlin and Aaron Remorenko, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote all shares of ABN AMRO/Montag &
Caldwell Balanced Fund (the "Fund") held of record by the undersigned on June
15, 2006, at the special meeting of shareholders to be held August 25, 2006, and
any postponement or adjournments thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 16539_MB_F

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

<Table>

2. To approve a new subadvisory agreement between Aston and each subadviser below:
a. ABN AMRO Asset Management, Inc. Not Applicable
b. Montag & Caldwell, Inc. [ ] [ ] [ ]
c. River Road Asset Management LLC Not Applicable
d. TAMRO Capital Partners LLC Not Applicable
e. Veredus Asset Management LLC Not Applicable
f. MFS Institutional Advisers, Inc. Not Applicable
g. Optimum Investment Advisers, LP Not Applicable
h. Taplin, Canida & Habacht, Inc. Not Applicable
i. McDonnell Investment Management, LLC Not Applicable
j1. ABN AMRO Asset Management, Inc. for the equity component of the portfolio Not Applicable
j2. Taplin, Canida & Habacht, Inc. for the fixed income component of the portfolio Not Applicable

16539_MB_F

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: https://vote.proxy-direct.com

3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY PROXY
ABN AMRO FUNDS
ABN AMRO/MONTAG & CALDWELL GROWTH FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ABN AMRO FUNDS

The undersigned hereby appoints Teresa Hamlin and Aaron Remorenko, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote all shares of ABN AMRO/Montag &
Caldwell Growth Fund (the "Fund") held of record by the undersigned on June 15,
2006, at the special meeting of shareholders to be held August 25, 2006, and any
postponement or adjournments thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 16539_MG_F

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

<Table>

16539_MG_F

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: https://vote.proxy-direct.com

3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY PROXY
ABN AMRO FUNDS
ABN AMRO/RIVER ROAD DYNAMIC EQUITY INCOME FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ABN AMRO FUNDS

The undersigned hereby appoints Teresa Hamlin and Aaron Remorenko, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote all shares of ABN AMRO/River
Road Dynamic Equity Income Fund (the "Fund") held of record by the undersigned
on June 15, 2006, at the special meeting of shareholders to be held August 25,
2006, and any postponement or adjournments thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 16539_DYN

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

<Table>

2. To approve a new subadvisory agreement between Aston and each subadviser below:
a. ABN AMRO Asset Management, Inc. Not Applicable
b. Montag & Caldwell, Inc. Not Applicable
c. River Road Asset Management LLC [ ] [ ] [ ]
d. TAMRO Capital Partners LLC Not Applicable
e. Veredus Asset Management LLC Not Applicable
f. MFS Institutional Advisers, Inc. Not Applicable
g. Optimum Investment Advisers, LP Not Applicable
h. Taplin, Canida & Habacht, Inc. Not Applicable
i. McDonnell Investment Management, LLC Not Applicable
j1. ABN AMRO Asset Management, Inc. for the equity component of the portfolio Not Applicable
j2. Taplin, Canida & Habacht, Inc. for the fixed income component of the portfolio Not Applicable

16539_DYN

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: https://vote.proxy-direct.com

3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY PROXY
ABN AMRO FUNDS
ABN AMRO/RIVER ROAD SMALL CAP VALUE FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ABN AMRO FUNDS

The undersigned hereby appoints Teresa Hamlin and Aaron Remorenko, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote all shares of ABN AMRO/River
Road Small Cap Value Fund (the "Fund") held of record by the undersigned on June
15, 2006, at the special meeting of shareholders to be held August 25, 2006, and
any postponement or adjournments thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 16539_SCV

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

<Table>

2. To approve a new subadvisory agreement between Aston and each subadviser below:
a. ABN AMRO Asset Management, Inc. Not Applicable
b. Montag & Caldwell, Inc. Not Applicable
c. River Road Asset Management LLC [ ] [ ] [ ]
d. TAMRO Capital Partners LLC Not Applicable
e. Veredus Asset Management LLC Not Applicable
f. MFS Institutional Advisers, Inc. Not Applicable
g. Optimum Investment Advisers, LP Not Applicable
h. Taplin, Canida & Habacht, Inc. Not Applicable
i. McDonnell Investment Management, LLC Not Applicable
j1. ABN AMRO Asset Management, Inc. for the equity component of the portfolio Not Applicable
j2. Taplin, Canida & Habacht, Inc. for the fixed income component of the portfolio Not Applicable

16539_SCV

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: https://vote.proxy-direct.com

3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY PROXY
ABN AMRO FUNDS
ABN AMRO/TAMRO LARGE CAP VALUE FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ABN AMRO FUNDS

The undersigned hereby appoints Teresa Hamlin and Aaron Remorenko, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote all shares of ABN AMRO/TAMRO
Large Cap Value Fund (the "Fund") held of record by the undersigned on June 15,
2006, at the special meeting of shareholders to be held August 25, 2006, and any
postponement or adjournments thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 16539_TLC

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

<Table>

2. To approve a new subadvisory agreement between Aston and each subadviser below:
a. ABN AMRO Asset Management, Inc. Not Applicable
b. Montag & Caldwell, Inc. Not Applicable
c. River Road Asset Management LLC Not Applicable
d. TAMRO Capital Partners LLC [ ] [ ] [ ]
e. Veredus Asset Management LLC Not Applicable
f. MFS Institutional Advisers, Inc. Not Applicable
g. Optimum Investment Advisers, LP Not Applicable
h. Taplin, Canida & Habacht, Inc. Not Applicable
i. McDonnell Investment Management, LLC Not Applicable
j1. ABN AMRO Asset Management, Inc. for the equity component of the portfolio Not Applicable
j2. Taplin, Canida & Habacht, Inc. for the fixed income component of the portfolio Not Applicable

16539_TLC

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: https://vote.proxy-direct.com

3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY PROXY
ABN AMRO FUNDS
ABN AMRO/TAMRO SMALL CAP FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ABN AMRO FUNDS

The undersigned hereby appoints Teresa Hamlin and Aaron Remorenko, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote all shares of ABN AMRO/TAMRO
Small Cap Fund (the "Fund") held of record by the undersigned on June 15, 2006,
at the special meeting of shareholders to be held August 25, 2006, and any
postponement or adjournments thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 16539_TSC

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

<Table>

2. To approve a new subadvisory agreement between Aston and each subadviser below:
a. ABN AMRO Asset Management, Inc. Not Applicable
b. Montag & Caldwell, Inc. Not Applicable
c. River Road Asset Management LLC Not Applicable
d. TAMRO Capital Partners LLC [ ] [ ] [ ]
e. Veredus Asset Management LLC Not Applicable
f. MFS Institutional Advisers, Inc. Not Applicable
g. Optimum Investment Advisers, LP Not Applicable
h. Taplin, Canida & Habacht, Inc. Not Applicable
i. McDonnell Investment Management, LLC Not Applicable
j1. ABN AMRO Asset Management, Inc. for the equity component of the portfolio Not Applicable
j2. Taplin, Canida & Habacht, Inc. for the fixed income component of the portfolio Not Applicable

16539_TSC

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: https://vote.proxy-direct.com

3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY PROXY
ABN AMRO FUNDS
ABN AMRO/VEREDUS AGGRESSIVE GROWTH FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ABN AMRO FUNDS

The undersigned hereby appoints Teresa Hamlin and Aaron Remorenko, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote all shares of ABN AMRO/Veredus
Aggressive Growth Fund (the "Fund") held of record by the undersigned on June
15, 2006, at the special meeting of shareholders to be held August 25, 2006, and
any postponement or adjournments thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 16539_VAG

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

<Table>

2. To approve a new subadvisory agreement between Aston and each subadviser below:
a. ABN AMRO Asset Management, Inc. Not Applicable
b. Montag & Caldwell, Inc. Not Applicable
c. River Road Asset Management LLC Not Applicable
d. TAMRO Capital Partners LLC Not Applicable
e. Veredus Asset Management LLC [ ] [ ] [ ]
f. MFS Institutional Advisers, Inc. Not Applicable
g. Optimum Investment Advisers, LP Not Applicable
h. Taplin, Canida & Habacht, Inc. Not Applicable
i. McDonnell Investment Management, LLC Not Applicable
j1. ABN AMRO Asset Management, Inc. for the equity component of the portfolio Not Applicable
j2. Taplin, Canida & Habacht, Inc. for the fixed income component of the portfolio Not Applicable

16539_VAG

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: https://vote.proxy-direct.com

3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY PROXY
ABN AMRO FUNDS
ABN AMRO/VEREDUS SCITECH FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ABN AMRO FUNDS

The undersigned hereby appoints Teresa Hamlin and Aaron Remorenko, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote all shares of ABN AMRO/Veredus
SciTech Fund (the "Fund") held of record by the undersigned on June 15, 2006, at
the special meeting of shareholders to be held August 25, 2006, and any
postponement or adjournments thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 16539_VS

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.
<Table>

2. To approve a new subadvisory agreement between Aston and each subadviser below:
a. ABN AMRO Asset Management, Inc. Not Applicable
b. Montag & Caldwell, Inc. Not Applicable
c. River Road Asset Management LLC Not Applicable
d. TAMRO Capital Partners LLC Not Applicable
e. Veredus Asset Management LLC [ ] [ ] [ ]
f. MFS Institutional Advisers, Inc. Not Applicable
g. Optimum Investment Advisers, LP Not Applicable
h. Taplin, Canida & Habacht, Inc. Not Applicable
i. McDonnell Investment Management, LLC Not Applicable
j1. ABN AMRO Asset Management, Inc. for the equity component of the portfolio Not Applicable
j2. Taplin, Canida & Habacht, Inc. for the fixed income component of the portfolio Not Applicable

16539_VS

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR PROXY ON THE PHONE
OR THE INTERNET.

IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. SAVINGS WHICH
CAN HELP MINIMIZE FUND EXPENSES.

IT SAVES TIME! TELEPHONE AND INTERNET VOTING
IS INSTANTANEOUS - 24 HOURS A DAY.

IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:

1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.

2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: https://vote.proxy-direct.com

3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.

4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.

5. DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE
BY PHONE OR INTERNET.

Please detach at perforation before mailing.

PROXY PROXY
ABN AMRO FUNDS
ABN AMRO/VEREDUS SELECT GROWTH FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ABN AMRO FUNDS

The undersigned hereby appoints Teresa Hamlin and Aaron Remorenko, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and to vote all shares of ABN AMRO/Veredus
Select Growth Fund (the "Fund") held of record by the undersigned on June 15,
2006, at the special meeting of shareholders to be held August 25, 2006, and any
postponement or adjournments thereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.

-----------------------------------------------------
Signature

-----------------------------------------------------
Signature (if held jointly)

-----------------------------------------------------
Date 16539_VSG

EVERY SHAREHOLDER'S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

<Table>

2. To approve a new subadvisory agreement between Aston and each subadviser below:
a. ABN AMRO Asset Management, Inc. Not Applicable
b. Montag & Caldwell, Inc. Not Applicable
c. River Road Asset Management LLC Not Applicable
d. TAMRO Capital Partners LLC Not Applicable
e. Veredus Asset Management LLC [ ] [ ] [ ]
f. MFS Institutional Advisers, Inc. Not Applicable
g. Optimum Investment Advisers, LP Not Applicable
h. Taplin, Canida & Habacht, Inc. Not Applicable
i. McDonnell Investment Management, LLC Not Applicable
j1. ABN AMRO Asset Management, Inc. for the equity component of the portfolio Not Applicable
j2. Taplin, Canida & Habacht, Inc. for the fixed income component of the portfolio Not Applicable

16539_VSG