OMB APPROVAL
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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


                                    Aston Funds
- --------------------------------------------------------------------------------
                (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):

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

     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.:

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

     3) Filing Party:

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

     4) Date Filed:

- --------------------------------------------------------------------------------
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)




(ASTON ASSET MANAGEMENT LOGO)

                                                                JANUARY 11, 2008

                                   ASTON FUNDS

                    ASTON/ABN AMRO INVESTOR MONEY MARKET FUND
                      ABN AMRO GOVERNMENT MONEY MARKET FUND
                 ABN AMRO INSTITUTIONAL PRIME MONEY MARKET FUND
                           ABN AMRO MONEY MARKET FUND
                      ABN AMRO TAX-EXEMPT MONEY MARKET FUND
                       ABN AMRO TREASURY MONEY MARKET FUND

                            120 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60602

Dear Fellow Shareholder:


     The Aston Funds listed above (each a "Fund" and collectively, the "Funds")
will hold a joint Special Meeting of Shareholders (the "Special Meeting") on
February 28, 2008, 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 a proposal to approve a new Investment Advisory Agreement between Aston
Funds, on behalf of each Fund, and ABN AMRO Asset Management, Inc. ("AAAM"). The
previous Investment Advisory Agreement for each Fund with AAAM was automatically
terminated due to a change in control of AAAM's ultimate parent company, ABN
AMRO Holdings N.V., and the subsequent restructuring of its businesses.


     If you are a shareholder of record of one or more of the Funds as of the
close of business on January 3, 2008, you are entitled to vote on the new
agreement with respect to your Fund(s). The new agreement is substantially the
same as the agreement that was in place before the acquisition and restructuring
of ABN AMRO Holdings N.V. Your portfolio manager is not expected to change as a
result of the transaction.

     YOUR FUND'S BOARD OF TRUSTEES HAS APPROVED THE PROPOSAL AND URGES YOU TO
VOTE "FOR" THE 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 (800) 708-7956 if you need
more information.

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

Sincerely,

/s/ Kenneth C. Anderson
Kenneth C. Anderson
President



                                                                JANUARY 11, 2008

                      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 proposal, which will require a
shareholder vote.

                              QUESTIONS AND ANSWERS

Q:     WHY AM I RECEIVING THIS PROXY STATEMENT?

       A:     Prior to October 17, 2007, ABN AMRO Asset Management, Inc.
              ("AAAM") served as investment adviser to the Aston/ABN AMRO
              Investor Money Market Fund, ABN AMRO Government Money Market Fund,
              ABN AMRO Institutional Prime Money Market Fund, ABN AMRO Money
              Market Fund, ABN AMRO Tax-Exempt Money Market Fund and ABN AMRO
              Treasury Money Market Fund (each a "Fund" and collectively, the
              "Funds"), each a series of Aston Funds (the "Trust"). On October
              17, 2007, a consortium comprised of The Royal Bank of Scotland
              Group plc, Banco Santander Central Hispano and Fortis N.V.
              completed a tender offer for substantially all of the shares of
              ABN AMRO Holdings N.V. ("ABN AMRO"), AAAM's ultimate parent
              company (the "Tender Offer"). The completion of the Tender Offer
              was deemed to have been an "assignment" of each previous
              investment advisory agreement between the Trust, on behalf of the
              Funds, and AAAM and resulted in the automatic termination of those
              agreements. The consortium intends to restructure ABN AMRO and
              separate its various businesses among the members of the
              consortium. Pursuant to this restructuring, Fortis N.V. will
              acquire ABN AMRO's asset management business. The Tender Offer and
              subsequent restructuring of ABN AMRO are collectively referred to
              as the "Transaction."

              This Proxy Statement seeks shareholder approval of a new
              Investment Advisory Agreement between the Trust, on behalf of each
              Fund, and AAAM. The enclosed Proxy Statement gives you additional
              information on the proposed new Investment Advisory 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 INVESTMENT ADVISORY AGREEMENT REQUIRED?

       A:     The previous investment advisory agreement with AAAM automatically
              terminated as a result of the Transaction. As such, each Fund must
              enter into a new Investment Advisory Agreement in order to retain
              AAAM as investment adviser. The Investment Company Act of 1940, as
              amended ("1940 Act"), generally requires shareholders to approve
              new investment advisory agreements.

Q:     WHAT HAPPENS IF THE NEW INVESTMENT ADVISORY AGREEMENT IS NOT APPROVED BY
       SHAREHOLDERS?

       A:     If shareholders do not approve the new Investment Advisory
              Agreement, AAAM will continue providing investment advisory
              services to the Fund under an Interim Investment Advisory
              Agreement. On October 16, 2007, in anticipation of the
              Transaction, the Board of Trustees of the Trust (the "Board")
              approved an Interim Investment Advisory Agreement with AAAM for
              each Fund, effective upon the automatic termination of the
              previous agreements. The Interim Investment Advisory Agreement
              will terminate as of the earlier of March 15, 2008 or the
              effective date of the new Investment Advisory Agreement. If the
              new Investment Advisory Agreement is not approved, the Board will
              take such actions as it deems to be in the best interests of the
              Funds.



Q:     HOW WILL THE TRANSACTION AFFECT THE MANAGEMENT OF MY FUND(S)?

       A:     If shareholders approve the new investment advisory agreement,
              AAAM will continue to serve as investment adviser to your Fund(s)
              under an agreement that is substantially the same as the current
              agreement. AAAM expects to retain the portfolio manager of each
              Fund and substantially all of the investment personnel responsible
              for providing services to the Funds prior to the Transaction. AAAM
              will become a part of the Fortis organization.

Q:     WILL THE PROPOSED CHANGE RESULT IN HIGHER ADVISORY FEES?

       A:     No. The fees under the new Investment Advisory Agreement will
              remain the same.

Q:     HAS THE BOARD OF ASTON FUNDS APPROVED THE PROPOSAL?

       A:     Yes. The Board, including the Independent Trustees voting
              separately, have approved the proposal for each Fund and
              unanimously recommend that you vote "FOR" the proposal.

Q:     WHAT HAPPENS UNTIL THE SHAREHOLDERS MEETING IS HELD?

       A:     AAAM will continue to serve as the investment adviser to your
              Fund(s) under the Interim Investment Advisory Agreement referred
              to above.

Q:     WILL MY FUND PAY FOR THE PROXY SOLICITATION AND OTHER COSTS ASSOCIATED
       WITH THE TRANSACTION?

       A:     No. AAAM has agreed that it or an affiliate will bear all of the
              Fund's costs related to the Transaction, including the costs of
              preparing, printing and mailing the proxy statement and related
              solicitation expenses.

Q:     WHOM DO I CALL FOR MORE INFORMATION?

       A:     Please call Computershare Fund Services toll-free at (800) 708-
              7956.



                                   ASTON FUNDS

                    ASTON/ABN AMRO INVESTOR MONEY MARKET FUND
                      ABN AMRO GOVERNMENT MONEY MARKET FUND
                 ABN AMRO INSTITUTIONAL PRIME MONEY MARKET FUND
                           ABN AMRO MONEY MARKET FUND
                      ABN AMRO TAX-EXEMPT MONEY MARKET FUND
                       ABN AMRO TREASURY MONEY MARKET FUND

                            120 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60602

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                         TO BE HELD ON FEBRUARY 28, 2008

To the Shareholders of the Above Named Funds:

     NOTICE IS HEREBY GIVEN THAT a Special Meeting of the Shareholders of
Aston/ABN AMRO Investor Money Market Fund, ABN AMRO Government Money Market
Fund, ABN AMRO Institutional Prime Money Market Fund, ABN AMRO Money Market
Fund, ABN AMRO Tax-Exempt Money Market Fund and ABN AMRO Treasury Money Market
Fund (each a "Fund" and collectively, the "Funds"), each a series of Aston Funds
(the "Trust"), a Delaware statutory trust, will be held at the offices of the
Trust's sub-administrator, PFPC Inc., 4400 Computer Drive, Westborough,
Massachusetts 01581, on February 28, 2008 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.     For each Fund, to approve a new Investment Advisory Agreement
between the Trust, on behalf of each Fund, and ABN AMRO Asset Management, Inc.

     The Board of Trustees has fixed the close of business on January 3, 2008 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Special Meeting or any adjournment thereof. The persons named as
proxies will vote in their discretion on any other business that may properly
come before the Meeting or any adjournments or postponements thereof.

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

January 11, 2008

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>
                                         
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.



                                                                JANUARY 11, 2008

                                   ASTON FUNDS

                    ASTON/ABN AMRO INVESTOR MONEY MARKET FUND
                      ABN AMRO GOVERNMENT MONEY MARKET FUND
                 ABN AMRO INSTITUTIONAL PRIME MONEY MARKET FUND
                           ABN AMRO MONEY MARKET FUND
                      ABN AMRO TAX-EXEMPT MONEY MARKET FUND
                       ABN AMRO TREASURY MONEY MARKET FUND

                            120 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60602

                         SPECIAL MEETING OF SHAREHOLDERS
                         TO BE HELD ON FEBRUARY 28, 2008

                                 PROXY STATEMENT

     This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Aston Funds (the "Board" or "Trustees"), a
Delaware statutory trust (the "Trust"), for Aston/ABN AMRO Investor Money Market
Fund, ABN AMRO Government Money Market Fund, ABN AMRO Institutional Prime Money
Market Fund, ABN AMRO Money Market Fund, ABN AMRO Tax-Exempt Money Market Fund
and ABN AMRO Treasury Money Market 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 Thursday, February 28, 2008, at the offices of the
Trust's sub-administrator, 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 January 11,
2008 or as soon as practical thereafter.

     If the enclosed proxy card is properly executed and returned in time to be
voted at the Special Meeting, the shares of beneficial interest ("Shares")
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 the
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.

     Shareholders of a 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. 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 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 Asset Management, Inc. ("AAAM") or its
affiliates 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 Shares
represented at the Special Meeting in person or by proxy.

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

<Table>
<Caption>
                                                   PROPOSAL
                                            ----------------------
                                            APPROVE NEW INVESTMENT
                   FUND                       ADVISORY AGREEMENT
- ------------------------------------------  ----------------------
                                         
Aston/ABN AMRO Investor Money Market
  Fund....................................             X
ABN AMRO Government Money Market Fund.....             X
ABN AMRO Institutional Prime Money Market
  Fund....................................             X
ABN AMRO Money Market Fund................             X
ABN AMRO Tax-Exempt Money Market Fund.....             X
ABN AMRO Treasury Money Market Fund.......             X
</Table>


     The proposal requires the affirmative vote of a "majority of the
outstanding voting securities" of each Fund. The term "majority of the
outstanding voting securities," as used in this Proxy Statement, means the
affirmative vote of the lesser of (i) 67% of the voting securities of a 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 a Fund. Abstentions and broker non-votes will
have the effect of a "no" vote for purposes of determining the requisite
approval of the proposal.

     The Board has fixed the close of business on January 3, 2008 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. At the close of business on the Record Date, the Funds have issued and
outstanding Shares as follows:

<Table>
<Caption>
                                                             CLASS OF SHARES
                            ---------------------------------------------------------------------------------
           FUND                CLASS N          CLASS I          CLASS S           CLASS Y         CLASS YS
- --------------------------  -------------   --------------   --------------   ----------------   ------------
                                                                                  
Aston/ABN AMRO Investor
  Money Market Fund.......  31,889,089.77              N/A              N/A                N/A            N/A
ABN AMRO Government Money
  Market Fund.............            N/A   267,828,337.69    94,187,235.18                N/A            N/A
ABN AMRO Institutional
  Prime Money Market
  Fund....................            N/A              N/A              N/A   2,334,214,819.75   9,083,267.85
ABN AMRO Money Market
  Fund....................            N/A     7,416,161.83   249,546,511.15                N/A            N/A
ABN AMRO Tax-Exempt Money
  Market Fund.............            N/A   233,002,786.46    48,750,240.23                N/A            N/A
ABN AMRO Treasury Money
  Market Fund.............            N/A   147,030,606.81    10,637,094.87                N/A            N/A
</Table>




     AS OF NOVEMBER 30, 2007, THE OFFICERS AND TRUSTEES OF THE TRUST AS A GROUP
BENEFICIALLY OWNED LESS THAN 1% OF THE SHARES OF EACH FUND, EXCEPT CLASS I OF
ABN AMRO MONEY MARKET FUND. AS OF NOVEMBER 30, 2007, MR. BILTON OWNED 343,297.64
SHARES OF CLASS I OF ABN AMRO MONEY MARKET FUND, WHICH IS 32.37% OF CLASS I AND
0.14% OF THE FUND. AS OF NOVEMBER 30, 2007, NO OFFICER OR TRUSTEE OF THE TRUST,
EXCEPT MR. BILTON, OWNED SHARES OF THE FUND.



                                        2




     As of January 3, 2008, to the best knowledge of the Funds, the following
persons owned of record or beneficially 5% or more of the outstanding shares of
each Fund.


                    ASTON/ABN AMRO INVESTOR MONEY MARKET FUND

<Table>
<Caption>
      TITLE OF
       CLASS                 SHAREHOLDER NAME AND ADDRESS             SHARES OWNED     PERCENT OF CLASS
- -------------------  -------------------------------------------   -----------------   ----------------
                                                                              
Class N              DCGT                                              2,288,386.110        7.1803%
                     711 High Street
                     Des Moines, IA 50303
</Table>



                     ABN AMRO GOVERNMENT MONEY MARKET FUND

<Table>
<Caption>
      TITLE OF
       CLASS                 SHAREHOLDER NAME AND ADDRESS             SHARES OWNED     PERCENT OF CLASS
- -------------------  -------------------------------------------   -----------------   ----------------
                                                                              
Class S              National Financial Services                      93,379,945.310        99.1429%
                     200 Liberty Street 1 World Financial Center
                     New York, NY 10281
Class I              LaSalle National Trust NA                       233,682,095.120        87.2507%
                     P.O. Box 1443
                     Chicago, IL 60690-1443
Class I              DCGT                                             32,008,851.430        11.9513%
                     711 High Street
                     Des Moines, IA 50303
</Table>



                 ABN AMRO INSTITUTIONAL PRIME MONEY MARKET FUND

<Table>
<Caption>
      TITLE OF
       CLASS                 SHAREHOLDER NAME AND ADDRESS             SHARES OWNED     PERCENT OF CLASS
- -------------------  -------------------------------------------   -----------------   ----------------
                                                                              
Class Y              LaSalle National Trust NA                     1,396,460,153.900        59.8286%
                     P.O. Box 1443
                     Chicago, IL 60690-1443
Class Y              Mellon Bank                                     450,850,271.280        19.3158%
                     One Mellon Bank Center 4th Floor
                     Pittsburgh, PA 15258-0001
Class YS             LaSalle National Trust NA                         2,429,566.350        26.7845%
                     P.O. Box 1443
                     Chicago, IL 60690-1443
Class YS             Equipment Financing & Leasing Corporation           889,360.840         9.8047%
                     2005 Hamlin Road Suite 200
                     Rochester Hills, MI 48309-3380
Class YS             Michigan Soft Drink Association                     857,465.730         9.4530%
                     124 West Allegan Street Suite 634
                     Lansing, MI 48933-1707
Class YS             Christ Church                                       468,317.330         5.1629%
                     2500 Breton Road SE
                     Grand Rapids, MI 49546-5630
</Table>




                           ABN AMRO MONEY MARKET FUND

<Table>
<Caption>
      TITLE OF
       CLASS                 SHAREHOLDER NAME AND ADDRESS             SHARES OWNED     PERCENT OF CLASS
- -------------------  -------------------------------------------   -----------------   ----------------
                                                                              
Class S              National Financial Services                     242,628,378.480        97.2277%
                     200 Liberty Street 1 World Financial Center
                     New York, NY 10281
Class I              National Financial Services                       6,373,189.850        85.9365%
                     200 Liberty Street 1 World Financial Center
                     New York, NY 10281
</Table>



                      ABN AMRO TAX-EXEMPT MONEY MARKET FUND

<Table>
<Caption>
      TITLE OF
       CLASS                 SHAREHOLDER NAME AND ADDRESS             SHARES OWNED     PERCENT OF CLASS
- -------------------  -------------------------------------------   -----------------   ----------------
                                                                              
Class S              National Financial Services                      48,663,598.120        99.8223%
                     200 Liberty Street 1 World Financial Center
                     New York, NY 10281
Class I              LaSalle National Trust NA                       212,949,072.520        91.3934%
                     P.O. Box 1443
                     Chicago, IL 60690-1443
Class I              Saxon & Company                                  17,108,982.000         7.3428%
                     8800 Tinicum Blvd.
                     Philadelphia, PA 19153
</Table>



                       ABN AMRO TREASURY MONEY MARKET FUND

<Table>
<Caption>
      TITLE OF
       CLASS                 SHAREHOLDER NAME AND ADDRESS             SHARES OWNED     PERCENT OF CLASS
- -------------------  -------------------------------------------   -----------------   ----------------
                                                                              
Class S              National Financial Services                      10,273,221.860        96.5792%
                     200 Liberty Street 1 World Financial Center
                     New York, NY 10281
Class I              LaSalle National Bank                           146,221,710.790        99.4499%
                     P.O. Box 1443
                     Chicago, Il 60690-1443
</Table>



     THE FUNDS' MOST RECENT ANNUAL REPORT IS AVAILABLE UPON REQUEST WITHOUT
CHARGE BY WRITING THE TRUST AT P.O. BOX 9765, PROVIDENCE, RHODE ISLAND 02940, BY
CALLING TOLL-FREE 1-800-992-8151 OR BY DOWNLOADING IT AT WWW.ASTONFUNDS.COM. 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
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 FUNDS' REPRESENTATIVES AT 1-800-992-8151 OR WRITE TO THE ADDRESS ABOVE.


     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 February 28, 2008.


                                        4



     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

     Prior to October 17, 2007, AAAM served as investment adviser to the Funds.
On October 17, 2007, a consortium comprised of The Royal Bank of Scotland Group
plc, Banco Santander Central Hispano and Fortis N.V. successfully completed a
tender offer for substantially all of the shares of ABN AMRO Holdings N.V. ("ABN
AMRO"), AAAM's ultimate parent company (the "Tender Offer"). A change in control
of an investment adviser or a person controlling an investment adviser is deemed
to be an assignment of any investment advisory agreement of that investment
adviser. As such, the Tender Offer was deemed to be an "assignment" of each
previous investment advisory agreement between the Trust, on behalf of the
Funds, and AAAM (the "Previous Investment Advisory Agreements") and resulted in
the automatic termination of those agreements as of October 17, 2007. Each
Previous Investment Advisory Agreement, as required by Section 15 of the
Investment Company Act of 1940, as amended (the "1940 Act"), provides for its
automatic termination in the event of its "assignment" (as defined in the 1940
Act).


     Following the completion of the Tender Offer, the consortium commenced the
process of restructuring ABN AMRO and transferring its businesses to the various
members of the consortium. Subject to regulatory approvals, the asset management
businesses of ABN AMRO will be acquired by Fortis N.V. It is expected that AAAM
will be merged into Fortis Investment Management USA, Inc., which is a wholly-
owned subsidiary of Fortis Investment Management S.A., through a series of
transactions that are expected to be completed in 2008. The Tender Offer and the
subsequent restructuring of ABN AMRO are collectively referred to herein as the
"Transaction."


     In anticipation of the Transaction, the Board met in person on October 16,
2007 to approve an interim investment advisory agreement between the Trust, on
behalf of each Fund, and AAAM (the "Interim Investment Advisory Agreement"),
effective upon the automatic termination of each Fund's Previous Investment
Advisory Agreement. Accordingly, AAAM currently serves as the investment adviser
for each Fund under the Interim Investment Advisory Agreement and is responsible
for the day-to-day investment management of each Fund. AAAM will continue as the
investment adviser for a Fund if the new Investment Advisory Agreement is
approved by that Fund's shareholders.

     The Interim Investment Advisory Agreement for each Fund will continue in
effect for a term ending on the earlier of March 15, 2008 or the effective date
of a new investment advisory agreement (each, a "New Investment Advisory
Agreement," and collectively, the "New Investment Advisory Agreements").
Pursuant to Rule 15a-4 under the 1940 Act, compensation earned by AAAM under the
Interim Investment Advisory Agreement is held in an interest bearing account. If
the shareholders of a Fund approve the New Investment Advisory Agreement with
respect to their Fund, the amount held in the escrow account under the Interim
Investment Advisory Agreement will be paid to AAAM. If the shareholders of a
Fund do not approve the New Investment Advisory Agreement with respect to their
Fund, AAAM will be paid the lesser of its costs incurred in performing its
services under the Interim Investment Advisory Agreement with respect to that
Fund or the total amount in the escrow account, plus interest earned.

     The Board met in person to consider a New Investment Advisory Agreement
between the Trust, on behalf of each Fund, and AAAM, or its successor resulting
from the Transaction, at a meeting held on December 20, 2007. The Board
determined that the Agreement was in the best interests of each Fund and its
shareholders. Accordingly, the Board of Trustees, including the Trustees who are
not parties to the Previous Investment Advisory Agreement, the Interim
Investment Advisory Agreement, the proposed New Investment Advisory Agreement,
and who are not "interested persons" of the Funds, or any current or proposed
investment adviser or subadviser as defined in the 1940 Act (hereafter, the
"Independent Trustees"), approved the Agreement as to the Transaction, including
any deemed assignment of such Agreement in connection with the Transaction, and
recommended that shareholders

                                        5



approve the New Investment Advisory Agreement between AAAM and the Trust, on
behalf of each Fund, as further described below.

             PROPOSAL TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT

INTRODUCTION

     Prior to the Transaction, AAAM served as the investment adviser with
respect to Aston/ABN AMRO Investor Money Market Fund pursuant to an Investment
Advisory Agreement dated May 11, 2001 and with respect to each other Fund
pursuant to an Investment Advisory Agreement dated September 27, 2001. Each
Fund's Previous Investment Advisory Agreement was last submitted to a
shareholder vote, including a consent of the sole shareholder, as indicated
below:

<Table>
<Caption>
                               DATE PREVIOUS INVESTMENT
                             ADVISORY AGREEMENT WAS LAST
           FUND             SUBMITTED TO SHAREHOLDER VOTE             REASON
- --------------------------  -----------------------------   --------------------------
                                                      
Aston/ABN AMRO Investor
  Money Market Fund.......  January 17, 2001                Manager Acquisition
ABN AMRO Government Money
  Market Fund.............  September  26, 2001             New Fund
ABN AMRO Institutional
  Prime Money Market
  Fund....................  December 13, 2002               Change Management Fee
ABN AMRO Money Market
  Fund....................  September  26, 2001             New Fund
ABN AMRO Tax-Exempt Money
  Market Fund.............  September  26, 2001             New Fund
ABN AMRO Treasury Money
  Market Fund.............  September  26, 2001             New Fund
</Table>


     The 1940 Act requires an investment advisory agreement to be approved by
the Board, including the Independent Trustees, and each Fund's shareholders in
order for it to become effective. Because the Previous Investment Advisory
Agreements were expected to terminate as a result of the Transaction, the Board
met in person on October 16, 2007 for purposes of, among other things,
considering whether it would be in the best interests of each Fund and its
shareholders to approve the Interim Investment Advisory Agreement, allowing AAAM
to continue providing services to the Funds. The Board also met on December 20,
2007 for purposes of, among other things, considering whether it would be in the
best interests of each Fund and its shareholders to approve the New Investment
Advisory Agreement. At the Board meetings, and for the reasons discussed below,
the Board, including a majority of the Independent Trustees, approved the New
Investment Advisory Agreement with respect to each Fund and recommended its
approval by shareholders. If shareholders approve the New Investment Advisory
Agreement, the Interim Investment Advisory Agreement will terminate as of the
effective date of the New Investment Advisory Agreement.

     In the event shareholders of a Fund do not approve the New Investment
Advisory Agreement, the Board will take such actions as it deems to be in the
best interests of the Fund and its shareholders. The form of the New Investment
Advisory Agreement is attached hereto as Appendix A.

COMPARISON OF PREVIOUS INVESTMENT ADVISORY AGREEMENT AND NEW INVESTMENT ADVISORY
AGREEMENT

     The terms of the New Investment Advisory Agreement are substantially the
same as those of the Previous Investment Advisory Agreement for each Fund,
except for the date of effectiveness, the date of termination and as described
below. There is no change in the advisory fee rate payable by each Fund. The New
Investment Advisory Agreement for each Fund will be effective as soon as
practicable following shareholder approval and will have an initial term, with
respect to each Fund, ending on December 31, 2009. The New Investment Advisory
Agreement for

                                        6



each Fund 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 Previous Investment Advisory Agreement to the
corresponding terms of the New Investment Advisory Agreement for each Fund.

     Investment Management Services.  The investment management services to be
provided by AAAM to each Fund under the New Investment Advisory Agreement will
be substantially the same as the services provided by AAAM to each Fund under
the Previous Investment Advisory Agreement and that are currently provided to
each Fund under the Interim Investment Advisory Agreement. Both the Previous
Investment Advisory Agreement and New Investment Advisory Agreement for each
Fund 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.

     Brokerage.  Both the Previous Investment Advisory Agreement and the New
Investment Advisory Agreement for each Fund 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, as amended, 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 Previous Investment Advisory Agreement and the New
Investment Advisory Agreement for each Fund 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 Previous Investment Advisory Agreement for each Fund is silent
with respect to payment of the expenses of the Fund. The New Investment 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 Previous Investment Advisory
Agreement, each Fund currently pays such expenses.

     Compensation.  In return for the services provided under each Previous
Investment Advisory Agreement, each Fund pays AAAM an advisory fee, which is
accrued daily and payable monthly. Under the New Investment Advisory Agreement,
each Fund will pay AAAM an advisory fee at the same advisory fee rate. The
advisory fee rates under the Previous Investment Advisory Agreement and the New
Investment Advisory Agreement for each

                                        7



Fund, each Fund's net assets as of October 31, 2007, and the net fees paid for
the fiscal year ending as of October 31, 2007 are as follows:

<Table>
<Caption>
                                ADVISORY FEE RATE
                               (AS A % OF AVERAGE                    NET ADVISORY FEES
             FUND               DAILY NET ASSETS)     NET ASSETS     AFTER FEE WAIVERS
             ----              ------------------   --------------   -----------------
                                                            
Aston/ABN AMRO Investor Money
  Market Fund................          .40%         $   36,958,977       $  242,971
ABN AMRO Government Money
  Market Fund................          .20%         $  358,040,547       $  928,819
ABN AMRO Institutional Prime
  Money Market Fund..........          .10%         $1,771,613,713       $2,347,423
ABN AMRO Money Market Fund...          .35%         $  274,573,832       $  507,182
ABN AMRO Tax-Exempt Money
  Market Fund................          .35%         $  260,905,903       $  577,224
ABN AMRO Treasury Money
  Market Fund................          .35%         $   64,490,696       $  136,954
</Table>





     Limitation on Liability.  Under the Previous Investment Advisory Agreement
and New Investment Advisory Agreement for each Fund, 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 Previous Investment 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 Investment Advisory Agreement for the
Fund, the New Investment Advisory Agreement with respect to the Fund will be
effective as soon as practicable following the date of shareholder approval and
will have an initial term, with respect to each Fund, ending on December 31,
2009. Thereafter, the New Investment 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 Previous Investment Advisory Agreement and New Investment
Advisory Agreement for each Fund provides that the investment 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 CONCERNING THE ADVISER


     ABN AMRO Asset Management, Inc. is located at 135 South LaSalle Street,
Suite 2300, Chicago, Illinois 60603 and serves as investment adviser or
subadviser to eight series of the Aston Funds. As of September 30, 2007, AAAM
managed approximately $20.7 billion in assets consisting of primarily
institutional accounts, including insurance, pension and profit-sharing trusts.


     Fortis Investment Management USA, Inc. ("FIM"), located at 75 State Street,
Boston, Massachusetts 02109, managed approximately $20.5 billion in assets as of
November 2007.


                                        8



     The table below lists the names and principal occupations of FIM principal
executive officers and directors. The address of each individual listed below is
75 State Street, Boston, Massachusetts 02109.

<Table>
<Caption>
NAME AND ADDRESS                     PRINCIPAL OCCUPATION
- ----------------                ------------------------------
                             
Richard Wohanka                 Chief Executive Officer,
                                Director
Keith Rake                      Chief Operating Officer
William De Vijlder              Chief Investment Officer,
                                Director
William Braman                  Head of Americas
                                Chief Compliance Officer,
                                Director
John Barletta                   Director
Waldo Abbot                     Director
</Table>



     FIM is a wholly-owned subsidiary of Fortis Investment Management S.A.,
located at Avenue de L'Astronomie, B-1210 Brussels.


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


     The Board considered information received and discussions held at in-person
meetings held on October 16, 2007 and December 20, 2007 regarding the
Transaction and its impact on the nature, quality and extent of services
provided by AAAM. In determining whether to approve the New Investment Advisory
Agreement for each Fund in connection with the Transaction and whether to
recommend approval of the agreement to shareholders, the Board received
information and made inquiries into all matters deemed relevant and considered
the following factors, among others:


     -     The Previous Investment Advisory Agreement was automatically
           terminated as a result of the acquisition of substantially all of the
           outstanding shares of ABN AMRO Holdings N.V., the parent company of
           AAAM;

     -     AAAM and Fortis N.V. believe that the combination of the assets,
           personnel and resources of the two organizations could result in
           potential benefits to the Funds over the long-term;

     -     AAAM and Fortis N.V. have put in place a transition plan to retain
           key investment personnel during the integration period, and the
           portfolio managers and investment personnel for the Funds are not
           expected to change as a result of the Transaction;

     -     The investment approach that has been employed for the Funds will
           remain the same following the Transaction;

     -     The New Investment Advisory Agreement with AAAM will be substantially
           the same as the Previous Investment Advisory Agreement, and the
           investment advisory fee rate will remain the same; and

     -     AAAM has undertaken to bear all costs of the Funds relating to the
           Transaction, including the costs of preparing, printing and mailing
           this Proxy Statement and related solicitation expenses.


     Nature, Quality and Extent of Services.  The Board considered the impact of
the Transaction on the nature, extent and quality of services to be provided
under the New Investment Advisory Agreement. The Board considered the investment
performance of the Funds and the previous investment experience of the Funds'
portfolio managers. The Board noted that the investment strategy and philosophy
of the investment adviser with respect to the Funds are expected to remain the
same following the Transaction. The Board also noted that the portfolio
management team was expected to remain substantially the same following the
Transaction. The Board also considered that the New Investment Advisory
Agreement would be the same in all substantive respects as the Previous
Investment Advisory Agreement. On the basis of this evaluation, the Board
concluded that the nature, quality and extent of services to be provided by AAAM
following the Transaction are expected to continue to be satisfactory with
respect to each Fund.


     Expenses.  The Board of Trustees considered each Fund's management fee
rate, estimated operating fees and total expense ratio. The Board noted that the
fee rates under the New Investment Advisory Agreement are identical to the fee
rates under the Previous Investment Advisory Agreement. As a part of this
analysis, the Board

                                        9



considered the investment advisory fee to be paid by each Fund to AAAM as well
as fee waivers or expenses to be reimbursed by AAAM 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. In each case, the Board
concluded that the advisory fee was reasonable and appropriate in amount given
the nature, quality and extent of services provided.

     Costs and Profitability.  With respect to the costs of services provided
and profits by the investment adviser, the Board considered the resources
involved in managing the Funds as well as fee waivers or expenses to be
reimbursed by the investment adviser. The Board received information regarding
the profitability of AAAM and received confirmation that the Transaction was not
expected to have a material impact on profitability. Based upon anticipated
asset size and the impact of fee waivers or expenses to be reimbursed by the
investment adviser, the Board concluded that profitability was not expected to
be unreasonable.

     Economies of Scale.  The Board considered the extent to which economies of
scale would be realized. The Board reviewed the Funds' expense ratios giving
effect to fee waivers or expenses reimbursed by the investment adviser, and
considered the asset size of the Funds. The Board concluded that at this time,
the potential for economies of scale are limited.

     Other Benefits to the Investment Adviser.  The Board also considered the
character and amount of other incidental benefits received by AAAM and its
affiliates. The Board considered that the investment adviser generally does not
use portfolio brokerage transactions to pay for research services generated by
third parties for the Funds. The Board concluded that any incidental benefits to
be received by AAAM and its affiliates from its relationship with the Funds are
expected to be reasonable.

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

        THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSED
                       NEW INVESTMENT ADVISORY AGREEMENT.

REQUIRED VOTE

     Approval of this proposal requires the affirmative vote of a "majority of
the outstanding voting securities" of each Fund, which means the affirmative
vote of the lesser of (i) 67% of the voting securities of a 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 a Fund.

                       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 MEETING

     The Board of Trustees 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.


                                       10



                          DISTRIBUTOR AND ADMINISTRATOR

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

<Table>
<Caption>
ADMINISTRATOR                       DISTRIBUTOR
- -------------                       -----------
                                 
Aston Asset Management LLC          PFPC Distributors, Inc.
120 North LaSalle Street            760 Moore Road
Chicago, IL 60602                   King of Prussia, PA 19406
</Table>


                              BROKERAGE COMMISSIONS

     During the fiscal year ended October 31, 2007, no brokerage commissions
were paid to affiliated brokers.

                         EXPENSES OF PROXY SOLICITATION

     It is expected that the solicitation of proxies will be primarily by mail.
Officers and service providers of the Trust may also solicit proxies by
telephone, telegraph, facsimile, 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 by
AAAM or its affiliates, and not by the Funds. The Funds have engaged
Computershare Fund Services to assist in the solicitation of proxies at an
estimated cost of $45,000 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 of Trustees,

                                        /s/ Gerald F. Dillenburg
                                        Gerald F. Dillenburg
                                        Senior Vice President, Secretary and
                                        Treasurer


                                       11



                                   APPENDIX A

                                     FORM OF
                          INVESTMENT ADVISORY AGREEMENT

     AGREEMENT made this            day of                     , 2008 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 individually, a "Fund" and collectively, the "Funds") and ABN AMRO
ASSET MANAGEMENT, INC., an Illinois corporation (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.   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 are 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

                                       A-1



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.

     4.   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.

     5.   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 such 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 such
Fund's then effective prospectus and statement of additional information.

     In the event of termination of this Agreement for a given Fund, the fee
provided in this Section 5 shall be paid on a pro-rata basis, based on the
number of days during which this Agreement was in effect for that Fund.

     6.   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.

     7.   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.

     8.   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

                                       A-2



any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of a Fund.

     9.   DURATION AND TERMINATION.  The term of this Agreement shall commence
with respect to a Fund on the date set forth opposite such Fund's name as set
forth on Schedule A hereto (the "Effective Date"), provided that this Agreement
is first 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 such 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 or Funds. 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 9, 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 interpretative
guidance.

     10.   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.

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

     12.   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.

     13.   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.

                [THE REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       A-3



     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:                                    ABN AMRO ASSET MANAGEMENT, INC.

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

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




                                       A-4



                                   SCHEDULE A


<Table>
<Caption>
FUND                                EFFECTIVE DATE                 INITIAL TERM
- ----                                --------------                 ------------
                                                     
[FUND]                             __________, 2008             December 31, 2009
</Table>




                                       A-5



                          YOUR VOTE IS VERY IMPORTANT!
                        PLEASE SIGN, DATE AND RETURN THIS
                                PROXY CARD IN THE
                            ENCLOSED ENVELOPE TODAY.

                                     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. THESE SAVINGS
                                     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: WWW.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                              ASTON FUNDS                             PROXY
                    ASTON/ABN AMRO INVESTOR MONEY MARKET FUND
    PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 28, 2008
    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ASTON FUNDS

The undersigned hereby appoints Teresa Hamlin and Emily Harris, and each of
them, as proxies, with the power to appoint her substitute, and hereby
authorizes them to represent and to vote all shares of Aston/ABN AMRO Investor
Money Market Fund (the "Fund") held of record by the undersigned on January 3,
2008, at the Special Meeting of Shareholders to be held on February 28, 2008 at
9:00 a.m. Eastern time, 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. Receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement is hereby acknowledged.

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 PROPOSAL.

                                     VOTE VIA THE INTERNET: WWW.PROXY-DIRECT.COM
                                     VOTE VIA THE TELEPHONE: 1-866-241-6192

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

                                     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                     18457_AST_122407_A



                          YOUR VOTE IS VERY IMPORTANT!
                        PLEASE SIGN, DATE AND RETURN THIS
                                PROXY CARD IN THE
                            ENCLOSED ENVELOPE TODAY.

                                     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. THESE SAVINGS
                                     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: WWW.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                              ASTON FUNDS                             PROXY
                     ABN AMRO GOVERNMENT MONEY MARKET FUND
    PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 28, 2008
    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ASTON FUNDS

The undersigned hereby appoints Teresa Hamlin and Emily Harris, and each of
them, as proxies, with the power to appoint her substitute, and hereby
authorizes them to represent and to vote all shares of ABN AMRO Government Money
Market Fund (the "Fund") held of record by the undersigned on January 3, 2008,
at the Special Meeting of Shareholders to be held on February 28, 2008 at 9:00
a.m. Eastern time, 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. Receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement is hereby acknowledged.

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 PROPOSAL.

                                     VOTE VIA THE INTERNET: WWW.PROXY-DIRECT.COM
                                     VOTE VIA THE TELEPHONE: 1-866-241-6192

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

                                     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                     18457_AST_122407_B



                          YOUR VOTE IS VERY IMPORTANT!
                        PLEASE SIGN, DATE AND RETURN THIS
                                PROXY CARD IN THE
                            ENCLOSED ENVELOPE TODAY.

                                     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. THESE SAVINGS
                                     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: WWW.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                              ASTON FUNDS                             PROXY
                 ABN AMRO INSTITUTIONAL PRIME MONEY MARKET FUND
    PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 28, 2008
    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ASTON FUNDS

The undersigned hereby appoints Teresa Hamlin and Emily Harris, and each of
them, as proxies, with the power to appoint her substitute, and hereby
authorizes them to represent and to vote all shares of ABN AMRO Institutional
Prime Money Market Fund (the "Fund") held of record by the undersigned on
January 3, 2008, at the Special Meeting of Shareholders to be held on February
28, 2008 at 9:00 a.m. Eastern time, 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. Receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement is hereby acknowledged.

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 PROPOSAL.

                                     VOTE VIA THE INTERNET: WWW.PROXY-DIRECT.COM
                                     VOTE VIA THE TELEPHONE: 1-866-241-6192

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

                                     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                     18457_AST_122407_C



                          YOUR VOTE IS VERY IMPORTANT!
                        PLEASE SIGN, DATE AND RETURN THIS
                                PROXY CARD IN THE
                            ENCLOSED ENVELOPE TODAY.

                                     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. THESE SAVINGS
                                     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: WWW.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                              ASTON FUNDS                             PROXY
                           ABN AMRO MONEY MARKET FUND
    PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 28, 2008
    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ASTON FUNDS

The undersigned hereby appoints Teresa Hamlin and Emily Harris, and each of
them, as proxies, with the power to appoint her substitute, and hereby
authorizes them to represent and to vote all shares of ABN AMRO Money Market
Fund (the "Fund") held of record by the undersigned on January 3, 2008, at the
Special Meeting of Shareholders to be held on February 28, 2008 at 9:00 a.m.
Eastern time, 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. Receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement is hereby acknowledged.

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 PROPOSAL.

                                     VOTE VIA THE INTERNET: WWW.PROXY-DIRECT.COM
                                     VOTE VIA THE TELEPHONE: 1-866-241-6192

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

                                     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                     18457_AST_122407_D



                          YOUR VOTE IS VERY IMPORTANT!
                        PLEASE SIGN, DATE AND RETURN THIS
                                PROXY CARD IN THE
                            ENCLOSED ENVELOPE TODAY.

                                     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. THESE SAVINGS
                                     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: WWW.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                              ASTON FUNDS                             PROXY
                      ABN AMRO TAX-EXEMPT MONEY MARKET FUND
    PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 28, 2008
    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ASTON FUNDS

The undersigned hereby appoints Teresa Hamlin and Emily Harris, and each of
them, as proxies, with the power to appoint her substitute, and hereby
authorizes them to represent and to vote all shares of ABN AMRO Tax-Exempt Money
Market Fund (the "Fund") held of record by the undersigned on January 3, 2008,
at the Special Meeting of Shareholders to be held on February 28, 2008 at 9:00
a.m. Eastern time, 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. Receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement is hereby acknowledged.

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 PROPOSAL.

                                     VOTE VIA THE INTERNET: WWW.PROXY-DIRECT.COM
                                     VOTE VIA THE TELEPHONE: 1-866-241-6192

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

                                     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                     18457_AST_122407_E



                          YOUR VOTE IS VERY IMPORTANT!
                        PLEASE SIGN, DATE AND RETURN THIS
                                PROXY CARD IN THE
                            ENCLOSED ENVELOPE TODAY.

                                     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. THESE SAVINGS
                                     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: WWW.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                              ASTON FUNDS                             PROXY
                       ABN AMRO TREASURY MONEY MARKET FUND
    PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 28, 2008
    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ASTON FUNDS

The undersigned hereby appoints Teresa Hamlin and Emily Harris, and each of
them, as proxies, with the power to appoint her substitute, and hereby
authorizes them to represent and to vote all shares of ABN AMRO Treasury Money
Market Fund (the "Fund") held of record by the undersigned on January 3, 2008,
at the Special Meeting of Shareholders to be held on February 28, 2008 at 9:00
a.m. Eastern time, 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. Receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement is hereby acknowledged.

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 PROPOSAL.

                                     VOTE VIA THE INTERNET: WWW.PROXY-DIRECT.COM
                                     VOTE VIA THE TELEPHONE: 1-866-241-6192

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

                                     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                     18457_AST_122407_F



                          YOUR VOTE IS VERY IMPORTANT!
                        PLEASE SIGN, DATE AND RETURN THIS
                                PROXY CARD IN THE
                            ENCLOSED ENVELOPE TODAY.

                  Please detach at perforation before mailing.

THE BOARD OF TRUSTEES OF ASTON FUNDS RECOMMENDS THAT YOU VOTE "FOR" THE
PROPOSAL.

PLEASE MARK VOTES AS IN THIS EXAMPLE: [X]

1.   To approve a new Investment Advisory Agreement      FOR   AGAINST   ABSTAIN
     between the Trust, on behalf of the Fund, and ABN   [ ]     [ ]       [ ]
     AMRO Asset Management, Inc.

                                 18457_AST_A_F