INVESTMENT ADVISORY AGREEMENT
Exhibit (d)(3)
AGREEMENT made this 28th day of February, 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
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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
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not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or
in respect of a Fund, or be in breach of any obligation owing to the Trust or in respect of a Fund
under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of
a securities exchange, a broker or a dealer a commission for effecting a securities transaction for
the Fund in excess of the amount of commission another member of an exchange, broker or dealer
would have charged if the Adviser determines in good faith that the commission paid was reasonable
in relation to the brokerage or research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934 and interpretive guidance issued by the SEC thereunder)
provided by such member, broker or dealer, viewed in terms of that particular transaction or the
Adviser’s overall responsibilities with respect to the accounts, including the Funds, as to which
it exercises investment discretion. The Adviser will promptly communicate to the officers and
Trustees of the Trust such information relating to Fund transactions as they may reasonably
request.
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
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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.
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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 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
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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
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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]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day
and year first above written.
| ATTEST: | ASTON FUNDS on behalf of the series set forth in Schedule A | |||||||
| By: | /s/ Xxxxxx Xxxxxxxxxx
|
|||||||
/s/ Xxxxx Xxxxxx |
Title: | SVP, CFO | ||||||
|
|
||||||||
| ATTEST: | ABN AMRO ASSET MANAGEMENT, INC. | |||||||
| By: | /s/ Xxxxx Xxxx | |||||||
/s/ Xxxxxx Xxxxxxxx
|
Title: | SVP | ||||||
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SCHEDULE A
| Fund | Effective Date | Initial Term | ||
Aston/ABN AMRO Investor Money Market Fund
|
February 28, 2008 | December 31, 2009 | ||
ABN AMRO Government Money Market Fund
|
February 28, 2008 | December 31, 2009 | ||
ABN AMRO Institutional Prime Money Market Fund
|
February 28, 2008 | December 31, 2009 | ||
ABN AMRO Money Market Fund
|
February 28, 2008 | December 31, 2009 | ||
ABN AMRO Tax Exempt Money Market Fund
|
February 28, 2008 | December 31, 2009 | ||
ABN AMRO Treasury Money Market Fund
|
February 28, 2008 | December 31, 2009 |
SCHEDULE B
| Fund | Annual Fee Rate | |
Aston/ABN AMRO Investor Money Market Fund
|
0.40% of the Fund’s average daily net assets | |
ABN AMRO Government Money Market Fund
|
0.20% of the Fund’s average daily net assets | |
ABN AMRO Institutional Prime Money Market Fund
|
0.10% of the Fund’s average daily net assets | |
ABN AMRO Tax Exempt Money Market Fund
|
0.35% of the Fund’s average daily net assets | |
ABN AMRO Treasury Money Market Fund
|
0.35% of the Fund’s average daily net assets |
