Exhibit No. EX-99.d.1
FORM OF
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this __ day of ________, 200_, by and between Aberdeen
Funds, a Delaware statutory trust (the "Trust") and Aberdeen Asset Management
Inc., a Delaware corporation (the "Advisor").
1. Duties of the Advisor. The Trust hereby appoints the Advisor to act as
investment advisor to the series of Aberdeen Funds (the "Series"), which Series
are identified on Schedule A attached hereto, and which Schedule A may be
amended from time to time by mutual agreement of the Trust and the Advisor, for
the period and on such terms set forth in this Agreement. The Trust employs the
Advisor to manage the investment and reinvestment of the assets of the Series,
to continuously review, supervise and administer the investment program of the
Series, to determine in its discretion the assets to be held uninvested, to
provide the Trust with records concerning the Advisor's activities which the
Trust is required to maintain, and to render regular reports to the Trust's
officers and Board of Trustees concerning the Advisor's discharge of the
foregoing responsibilities. The Advisor shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Trust, and in compliance with the objectives, policies and
limitations set forth in the Trust's Prospectus and Statement of Additional
Information. The Advisor accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings,
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein. With respect to foreign securities, at
its own expense, the Advisor may obtain statistical and other factual
information and advice regarding economic factors and trends from its foreign
subsidiaries, and may obtain investment services from the investment advisory
personnel of its affiliates located throughout the world to the extent permitted
under interpretations of the federal securities laws.
2. Portfolio Transactions. The Advisor shall provide the Series with a
trading department, and with respect to foreign securities, the Advisor is
authorized to utilize the trading departments of its foreign affiliates. The
Advisor shall select, and with respect to its foreign affiliates or the use of
any sub-advisors, shall periodically monitor the selection of, the brokers or
dealers that will execute the purchases and sales of securities for the Series
and is directed to use its best efforts to ensure that best execution of
securities transactions for the Series is obtained. Subject to policies
established by the Board of Trustees of the Trust and communicated to the
Advisor, it is understood that the Advisor will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or in respect of
the Series, or be in breach of any obligation owing to the Trust or in respect
of the Series under this Agreement, or otherwise, solely by reason of its having
caused a Series to pay a member of a securities exchange, a broker or a dealer a
commission for effecting a securities transaction for the Series in excess of
the amount of commission another member of an exchange, broker or dealer would
have charged if the Advisor determines in good faith that the commission paid
was reasonable in relation to the brokerage or research services provided by
such member, broker or dealer, viewed in terms of that particular transaction or
the Advisor's overall responsibilities with respect to the Series and to other
funds and advisory accounts for which the Advisor or any Sub-Advisor, as defined
in Section 7 hereof, exercises investment discretion. The Advisor will promptly
communicate to the officers and trustees of the Trust such information relating
to the Series transactions as they may reasonably request.
3. Compensation of the Advisor. For the services to be rendered by the
Advisor as provided in Sections 1 and 2 of this Agreement, the Series shall pay
to the Advisor within five business days after the end of each calendar month, a
monthly fee of one twelfth of the effective advisory fee rate multiplied by the
Series' average daily net assets for the month. The effective advisory fee rate
is calculated according to the fee schedule of each Series, which is identified
on Schedule A attached hereto.
In the event of termination of this Agreement, the fee provided in this
Section 3 and on Schedule A attached hereto shall be paid on a pro rata basis,
based on the number of days when this Agreement was in effect.
4. Reports. The Series and the Advisor agree to furnish to each other such
information regarding their operations with regard to their affairs as each may
reasonably request.
5. Status of Advisor. The services of the Advisor to the Series are not to
be deemed exclusive, and the Advisor shall be free to render similar services to
others so long as its services to the Series are not impaired thereby.
6. Liability of Advisor. In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard by the Advisor of its obligations and
duties hereunder, the Advisor shall not be subject to any liability whatsoever
to the Series, or to any shareholder of the Series, for any error of judgment,
mistake of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Series.
7. Delegation of Responsibilities to Sub-Advisors. The Advisor may, at its
expense, select and contract with one or more affiliated or unaffiliated
investment advisors registered under the Investment Advisers Act of 1940
("Sub-Advisors") to perform some or all of the services for the Series for which
it is responsible under this Agreement. The Advisor will compensate any
Sub-Advisor for its services to the Series. The Advisor may terminate the
services of any Sub-Advisor at any time in its sole discretion, and shall at
such time assume the responsibility of such Sub-Advisor unless and until a
successor Sub-Advisor is selected and the requisite approval of the Series'
shareholders is obtained. The Advisor will continue to have responsibility for
all advisory services furnished by any Sub-Advisor.
8. Duration and Termination. This Agreement shall become effective on
_________ ____, 200_ provided that first it is approved by the Board of Trustees
of the Trust, including a majority of those trustees who are not parties to this
Agreement or interested persons of any party hereto, in the manner provided in
Section 15(c) of the Investment Company Act of 1940, as amended (the "1940 Act")
and by the holders of a majority of the outstanding voting securities of a
Series; and shall continue in effect until __________ ____, 200_. Thereafter,
this Agreement may continue in effect only if such continuance is approved at
least annually by: (i) the Trust's Board of Trustees; or (ii) by the vote of a
majority of the outstanding voting securities of the Series; 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. This Agreement may be terminated by the Trust at
any time, without the payment of any penalty, by the Board of Trustees of the
Trust or by vote of the holders of a majority of the outstanding voting
securities of the Series on 60 days' written notice to the Advisor. This
Agreement may be terminated by the Advisor at any time, without the payment of
any penalty, upon 60 days' written notice to the Trust. This Agreement will
automatically terminate in the event of its assignment. 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 8, 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.
9. Name of Advisor. The parties agree that the Advisor has a proprietary
interest in the name "Aberdeen" and the Trust agrees to promptly take such
action as may be necessary to delete from its corporate name and/or the name of
the Series any reference to the name of the Advisor promptly after receipt from
the Advisor of a written request therefor.
10. 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.
11. Amendment of this Agreement. 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 no material amendment of this Agreement
shall be effective until approved by vote of a majority of a Series' outstanding
voting securities.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this __ day of ______, 200__.
By: By:
Name: Name:
Title: Title:
By: By:
Name: Name:
Title: Title:
SCHEDULE A
ADVISORY AGREEMENT
BETWEEN ABERDEEN FUNDS AND ABERDEEN ASSET MANAGEMENT INC.
EFFECTIVE AS OF ______________, ____
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Fund Assets Investment Advisory Fee
------------------------------------------ ------------------------------------- ------------------------------
Aberdeen Mid Cap Growth Fund $0 up to $250 million 0.80%
$250 million up to $1 billion 0.77%
$1 billion up to $2 billion 0.74%
$2 billion up to $5 billion 0.71%
$5 billion and more 0.68%
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Aberdeen Tax-Free Income Fund $0 up to $250 million 0.50%
$250 million up to $1 billion 0.475%
$1 billion up to $2 billion 0.45%
$2 billion up to $5 billion 0.425%
$5 billion and more 0.40%
------------------------------------------ ------------------------------------- ------------------------------
Aberdeen Small Cap Fund up to $100 million 0.95%
$100 million or more 0.80%
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Aberdeen Select Small Cap Fund All Assets 0.95%
------------------------------------------ ------------------------------------- ------------------------------
Aberdeen Global Natural Resources Fund $0 up to $500 million 0.70%
$500 million up to $2 billion 0.65%
$2 billion and more 0.60%
------------------------------------------ ------------------------------------- ------------------------------
Aberdeen Global Technology and $0 up to $500 million 0.88%
Communications Fund $500 million up to $2 billion 0.83%
$2 billion and more 0.78%
------------------------------------------ ------------------------------------- ------------------------------
Aberdeen Global Health Sciences Fund $0 up to $500 million 0.90%
$500 million up to $2 billion 0.85%
$2 billion and more 0.80%
------------------------------------------ ------------------------------------- ------------------------------
Aberdeen Select Growth Fund $0 up to $500 million 0.90%
$500 million up to $2 billion 0.80%
$2 billion and more 0.75%
------------------------------------------ ------------------------------------- ------------------------------
Aberdeen Select Equity Fund $0 up to $500 million 0.80%
$500 million up to $2 billion 0.70%
$2 billion and more 0.65%
------------------------------------------ ------------------------------------- ------------------------------
Aberdeen Equity Long-Short Fund $0 up to $250 million 1.50%
$250 million and more 1.25%
------------------------------------------ ------------------------------------- ------------------------------
Aberdeen China Opportunities Fund $0 up to $500 million 1.25%
$500 million up to $2 billion 1.20%
$2 billion and more 1.15%
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Aberdeen Optimal Allocations Funds: All Assets 0.15%
Growth Fund
Moderate Growth Fund
Moderate Fund
Specialty Fund
Defensive Fund
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Aberdeen Developing Markets Fund $0 up to $500 million 1.05%
$500 million up to $2 billion 1.00%
$2 billion and more 0.95%
------------------------------------------ ------------------------------------- ------------------------------
Aberdeen International Equity Fund $0 up to $500 million 0.90%
$500 million up to $2 billion 0.85%
$2 billion and more 0.80%
------------------------------------------ ------------------------------------- ------------------------------
Aberdeen Select Worldwide Fund $0 up to $500 million 0.90%
$500 million up to $2 billion 0.85%
$2 billion and more 0.80%
------------------------------------------ ------------------------------------- ------------------------------
Aberdeen Global Financial Services Fund $0 up to $500 million 0.90%
$500 million up to $2 billion 0.85%
$2 billion and more 0.80%
------------------------------------------ ------------------------------------- ------------------------------
Aberdeen Global Utilities Fund $0 up to $500 million 0.70%
$500 million up to $2 billion 0.65%
$2 billion and more 0.60%
------------------------------------------ ------------------------------------- ------------------------------
Aberdeen Hedged Core Equity Fund All Assets 1.25%
------------------------------------------ ------------------------------------- ------------------------------
Aberdeen Small Cap Opportunities Fund $0 up to $500 million 0.85%
$500 million up to $2 billion 0.75%
$2 billion and more 0.70%
------------------------------------------ ------------------------------------- ------------------------------
Aberdeen Market Neutral Fund All Assets 1.25%
------------------------------------------ ------------------------------------- ------------------------------
Aberdeen Small Cap Growth Fund $0 up to $500 million 0.95%
$500 million up to $2 billion 0.85%
$2 billion and more 0.80%
------------------------------------------ ------------------------------------- ------------------------------
Aberdeen Small Cap Value Fund $0 up to $500 million 0.95%
$500 million up to $2 billion 0.85%
$2 billion and more 0.80%
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