Exhibit d(25)
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ASTON ASSET MANAGEMENT LLC
AND NEPTUNE INVESTMENT MANAGEMENT LIMITED
SUB-INVESTMENT ADVISORY AGREEMENT (the "Agreement") made this 20th day of
July, 2007 by and between ASTON ASSET MANAGEMENT LLC (hereinafter referred to as
the "Investment Adviser") and NEPTUNE INVESTMENT MANAGEMENT LIMITED (hereinafter
referred to as the "Subadviser"), which Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute but one instrument.
WITNESSETH:
WHEREAS, the Investment Adviser has been retained by Aston Funds, a
Delaware statutory trust (the "Trust"), a registered management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act") to
provide investment advisory services to the Trust with respect to certain series
of the Trust set forth in Schedule A hereto as may be amended from time to time
(hereinafter referred to as a "Fund" and collectively, the "Funds" of the
Trust);
WHEREAS, the Investment Adviser wishes to enter into a contract with the
Subadviser to provide research, analysis, advice and recommendations with
respect to the purchase and sale of securities, and make investment commitments
with respect to such portion of the Funds' assets as shall be allocated to the
Subadviser by the Investment Adviser from time to time (the "Allocated Assets"),
subject to oversight by the Trustees of the Trust and the supervision of the
Investment Adviser.
NOW THEREFORE, in consideration of the mutual agreements herein contained,
and intending to be bound, the parties agree as follows:
1. In accordance with the Investment Advisory Agreement between the Trust
and the Investment Adviser ("Investment Advisory Agreement") with respect to the
Funds, the Investment Adviser hereby appoints the Subadviser to act as
Subadviser with respect to the Allocated Assets for the period and on the terms
set forth in this Agreement. The Subadviser accepts such appointment and agrees
to render the services set forth herein, for the compensation provided herein.
2. As compensation for the services enumerated herein, the Investment
Adviser will pay the Subadviser a fee with respect to the Allocated Assets,
which shall be calculated and payable monthly in arrears in an amount equal to
50% of the positive difference, if any, of (x) the advisory fee payable to the
Investment Adviser with respect to the Allocated Assets of the Fund (before
reduction of the fee payable to Subadviser) minus (y) the sum of: (i) any
investment advisory fees waived by the Investment Adviser pursuant to an Expense
Limitation Agreement with the Fund, (ii) any reimbursement of expenses by the
Investment Adviser pursuant to an Expense Limitation Agreement with the Fund,
and (iii) any payments made by the Investment Adviser to third parties that
provide distribution, shareholder services or similar services on behalf of the
Fund. If the foregoing calculation results in a negative amount, such amount
shall be payable by the Subadviser within 30 days of receipt of notice from the
Investment Adviser, which notice shall include the basis for the calculation.
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If this Agreement shall become effective subsequent to the first day of a
month, or shall terminate before the last day of a month, the Subadviser's
compensation for such fraction of the month shall be prorated based on the
number of calendar days of such month during which the Agreement is effective.
3. This Agreement shall become effective with respect to a Fund as of the
date set forth opposite the Fund's name as set forth on Schedule A hereto (the
"Effective Date"), provided that it has been approved by the Trustees of the
Trust in accordance with the provisions of the 1940 Act and the rules thereunder
and, if so required by the 1940 Act and the rules thereunder, by the
shareholders of the Fund in accordance with the requirements of the 1940 Act and
the rules thereunder.
4. This Agreement shall continue in effect for the initial term set forth
in Schedule A. It shall be renewed automatically thereafter with respect to a
Fund by the Investment Adviser and the Subadviser for successive periods not
exceeding one year, if and only if such renewal and continuance is specifically
approved at least annually by the Board of Trustees of the Trust or by a vote of
the majority of the outstanding voting securities of the Fund as prescribed by
the 1940 Act and provided further that such continuance is approved at least
annually thereafter by a vote of a majority of the Trust's Trustees, who are not
parties to such Agreement or interested persons of such a party, cast in person
at a meeting called for the purpose of voting on such approval. This Agreement
will terminate automatically with respect to a Fund upon termination of the
Investment Advisory Agreement relating to a Fund (accompanied by simultaneous
notice to the Subadviser) or upon sixty days' written notice to the Subadviser
that the Trustees of the Trust, the Investment Adviser or the shareholders by
vote of a majority of the outstanding voting securities of the Fund, as provided
by the 1940 Act, have terminated this Agreement. This Agreement may also be
terminated by the Subadviser with respect to a Fund upon sixty days' written
notice to the Investment Adviser and the Trust, or with immediate effect if
required by any competent regulatory authority.
This Agreement shall terminate automatically with respect to a Fund in the
event of its assignment or, upon notice thereof to the Subadviser, the
assignment of the Investment Advisory Agreement, unless its continuation
thereafter is approved by the Board of Trustees of the Trust and the
shareholders of the Fund if so required by the 1940 Act (in each case as the
term "assignment" is defined in Section 2(a)(4) of the 1940 Act, subject to such
exemptions as may be granted by the SEC by any rule, regulation, order or
interpretive guidance).
Termination will not affect fees earned through the termination date or any
contractual provision intended to survive termination, and will be without
penalty or other additional payment.
5. Subject to the oversight of the Board of Trustees of the Trust and the
Investment Adviser, the Subadviser will provide an investment program for the
Allocated Assets, including investment research and management with respect to
securities and investments, including cash and cash equivalents, and will
determine from time to time what securities and other investments may be
purchased, retained or sold. The Subadviser will provide the services under this
Agreement in accordance with each Fund's investment objective, policies and
restrictions as stated in the Prospectus, as provided to the Subadviser by the
Investment Adviser. The Subadviser further agrees that, in all matters relating
to the performance of this Agreement, it:
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(a) shall act in conformity with the Trust's Declaration of Trust,
By-Laws and currently effective registration statements under the 1940 Act and
the Securities Act of 1933 and any amendments or supplements thereto (the
"Registration Statements") and with the written policies, procedures and
guidelines of each Fund, and written instructions and directions of the Trustees
of the Trust and shall comply with the requirements of the 1940 Act and the
Investment Advisers Act of 1940 and the rules thereunder, and all other
applicable federal and state laws and regulations. The Trust agrees to provide
Subadviser with copies of the Trust's Declaration of Trust, By-Laws,
Registration Statements, written policies, procedures and guidelines, and
written instructions and directions of the Trustees, and any amendments or
supplements to any of them at, or, if practicable, before the time such
materials, instructions or directives become effective;
(b) will pay expenses incurred by it in connection with its activities
under this Agreement other than the cost of securities and other investments
(including brokerage commissions and other transaction changes, if any)
purchased for each Fund, provided that the Subadviser will not pay for or
provide a credit with respect to any research provided to it in accordance with
Section 5(c);
(c) will place orders pursuant to its investment determinations for
the Allocated Assets either directly with any broker or dealer, or with the
issuer. In placing orders with brokers or dealers, the Subadviser will attempt
to obtain the best overall price and the most favorable execution of its orders
as is reasonable in all the circumstances. Subject to policies established by
the Trustees of the Trust and communicated in writing to the Subadviser, it is
understood that the Subadviser will not be deemed to have acted unlawfully, or
to have breached a fiduciary duty to the Trust or in respect of a Fund, or be in
breach of any obligation owing to the Investment Adviser or the Trust or in
respect of a Fund under this Agreement, or otherwise, solely by reason of its
having caused the Fund to pay a member of a securities exchange, a broker or a
dealer a commission for effecting a securities transaction for the Fund in
excess of the amount of commission another member of an exchange, broker or
dealer would have charged if the Subadviser determines in good faith that the
commission paid was reasonable in relation to the brokerage or research services
(as those terms are defined in Section 28(e) of the Securities Exchange Act of
1934 and interpretive guidance issued by the SEC thereunder) provided by such
member, broker or dealer, viewed in terms of that particular transaction or the
Subadviser's overall responsibilities with respect to the accounts, including
the Fund, as to which it exercises investment discretion;
(d) will review the daily valuation of securities owned by the
Allocated Assets of each Fund as obtained on a daily basis by the Fund's
administrator and furnished by it to Subadviser, and will promptly notify the
Trust and the Investment Adviser if the Subadviser believes that any such
valuations do not properly reflect the market value of any securities owned by
the Fund, provided, however, that the Subadviser is not required by this
sub-paragraph to obtain valuations of any such securities from brokers or
dealers or otherwise, or to otherwise independently verify valuations of any
such securities;
(e) unless otherwise instructed, will be responsible for voting all
proxies of the Allocated Assets in accordance with the Proxy Voting Policies and
Guidelines of Subadviser (the "Proxy Policy"), provided that such Proxy Policy
and any amendments thereto are furnished to the Trust;
(f) will attend regular business and investment-related meetings with
the Trust's Board of Trustees and the Investment Adviser if requested to do so
by the Trust
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and/or the Investment Adviser, and on reasonable written notice shall supply the
Board, the officers of the Trust, and the Investment Adviser with all
information and reports reasonably required by them and reasonably available to
the Subadviser relating to the services provided by the Subadviser hereunder;
and
(g) will maintain books and records with respect to the securities
transactions for the Allocated Assets of each Fund and proxy voting record for
the Allocated Assets of the Fund, furnish to the Investment Adviser and the
Trust's Board of Trustees such periodic and special reports as they may
reasonably request with respect to the Fund, and provide in advance to the
Investment Adviser all of the Subadviser's reports to the Trust's Board of
Trustees for examination and review within a reasonable time prior to the
Trust's Board meetings.
6. The Investment Adviser or its affiliates may, from time to time, engage
other subadvisers to advise other series of the Trust (or portions thereof) or
other registered investment companies (or series or portions thereof) that may
be deemed to be under common control (each a "Sub-Advised Fund"). The Subadviser
agrees that it will not consult with any other subadviser engaged by the
Investment Adviser or its affiliates with respect to transactions in securities
or other assets concerning a Fund or another Sub-Advised Fund, except to the
extent permitted by the rules under the 1940 Act that permit certain
transactions with a subadviser or its affiliates.
7. The Subadviser agrees with respect to the services provided to each Fund
that it will promptly communicate to the Investment Adviser such information
relating to Fund transactions as the officers and Trustees of the Trust may
reasonably request and as communicated to the Subadviser in writing, except that
the Subadviser is not obliged to disclose to the Investment Adviser or to take
into consideration information the disclosure of which, by the Subadviser to the
Investment Adviser, would or might be a breach of duty or confidence to any
other person.
Both parties agree not to disclose information of a confidential or
proprietary nature acquired pursuant to this Agreement, except for information
which either party may be entitled or bound to disclose by law or regulation, or
which is requested by regulatory or fiscal authorities or a court of competent
jurisdiction, provided that the disclosing party shall notify the other party in
writing before making such disclosure. Each party may disclose confidential or
proprietary information acquired pursuant to this Agreement to its legal
counsel, accountants and other professional service providers who have a duty,
or are bound by contract, to maintain the confidentiality of such information.
The Subadviser may disclose information relating to the Investment Adviser
and/or the Funds to any market counterparty or broker (in accordance with market
practice) solely to assist or enable the proper performance of its services
under the Agreement. The Adviser may disclose any confidential or proprietary
information obtained pursuant to this Agreement to the Trust and its officers,
trustees and duly appointed agents. Both parties agree not to use any
confidential or proprietary information of the other party except as necessary
to perform its obligations and duties hereunder.
8. In compliance with the requirements of Rule 31a-3 under the 1940 Act,
Subadviser acknowledges that all records which it maintains for the Trust are
the property of the Trust and agrees to surrender promptly to the Trust any of
such records upon the Trust's written request, provided, that Subadviser may
retain copies thereof at its own expense. Subadviser further agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940
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Act the records required to be maintained by Rule 31a-l under the 1940 Act
relating to transactions placed by Subadviser for the Fund. Subadviser further
agrees to maintain each Fund's proxy voting record with respect to the Allocated
Assets in a form mutually agreeable between the parties and which contains the
information required by Form N-PX under the 0000 Xxx.
9. It is expressly understood and agreed that the services to be rendered
by the Subadviser to the Investment Adviser under the provisions of this
Agreement are not to be deemed to be exclusive, and the Subadviser shall be free
to provide similar or different services to others so long as its ability to
provide the services provided for in this Agreement shall not be materially
impaired thereby. In addition, but without limiting any separate agreement
between the Subadviser and the Investment Adviser to the contrary, nothing in
this Agreement shall limit or restrict the right of any director, officer, or
employee of the Subadviser who may also be a Trustee, officer, or employee of
the Trust, to engage in any other business or to devote his or her time and
attention in part to the management or other aspects of any other business,
whether of a similar nature or a dissimilar nature.
10. The Investment Adviser agrees that it will furnish to the Subadviser
all information with reference to each Fund and the Trust that is reasonably
necessary to permit the Subadviser to carry out its responsibilities under this
Agreement, and the parties agree that they will from time to time consult and
make appropriate arrangements as to specific information that is required under
this paragraph and the frequency and manner with which it shall be supplied.
Without limiting the generality of the foregoing, Investment Adviser will
furnish to Subadviser procedures consistent with the Trust's contract with each
Fund's custodian from time to time (the "Custodian"), and reasonably
satisfactory to Subadviser, for consummation of portfolio transactions for each
Fund by payment to or delivery by the Custodian of all cash and/or securities or
other investments due to or from the Fund, and Subadviser shall not have
possession or custody thereof or any responsibility or liability with respect to
such custody. Upon giving proper instructions to the Custodian, Subadviser shall
have no responsibility or liability with respect to custodial arrangements or
the acts, omissions or other conduct of the Custodian.
11. The Subadviser and its directors, officers, stockholders, employees and
agents shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Investment Adviser or the Trust in connection with any
matters to which this Agreement relates or for any other act or omission in the
performance by the Subadviser of its duties under this Agreement, except that
nothing herein contained shall be construed to protect the Subadviser against
any liability by reason of the Subadviser's willful misfeasance, bad faith, or
gross negligence in the performance of its duties or by reckless disregard of
its obligations or duties under this Agreement.
Each party (an "Indemnifying Party") agrees to indemnify and hold harmless
the other party and its directors, officers and stockholders (the "Indemnified
Party") against any losses, expenses, claims, damages or liabilities (or action
or proceedings or respect thereof) to which such Indemnified Party may become
subject arising out of, or based on, the breach of the Indemnifying Party of
this Agreement; provided, however, that the Indemnifying Party shall not be
liable to the extent that any such losses arise from the Indemnified Party's
willful misconduct, gross negligence or reckless disregard of its obligations or
duties under this Agreement.
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12. The Investment Adviser warrants that it has full power to employ the
Subadviser on the terms of this Agreement. The Investment Adviser warrants that
any information which it has provided, or will provide, to the Subadviser in
relation to its, or any Fund's status, residence or domicile for taxation
purposes is complete and correct, and agrees to provide any further information
properly required by any competent authority. The Investment Adviser will notify
the Subadviser promptly if there is any material change in any information it
has provided pursuant to this Agreement and will provide such other relevant
information as the Subadviser may from time to time reasonably request in order
to fulfill its regulatory and contractual obligations. The Investment Adviser
acknowledges that a failure to provide such information may adversely affect the
quality of the services that the Subadviser may provide under this Agreement.
13. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby. Except to the extent governed by federal law including
the 1940 Act, this Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without applying the principles of
conflicts of law thereunder.
14. No provision of this Agreement may be changed, discharged or terminated
orally, but only by an instrument in writing signed by the party against which
enforcement of the change, discharge or termination is sought. No amendment of
this Agreement shall be effective with respect to the Trust until approved as
required by applicable law.
15. Any notice to be given hereunder may be given by personal notification
or by facsimile transmission, to the party specified at the address stated
below:
To the Investment Adviser at:
Aston Asset Management LLC
000 Xxxxx XxXxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: President
Facsimile: (000) 000-0000
To the Subadviser at:
Neptune Investment Management Limited
0 Xxxxxxxxxxx Xxxxx
Xxxxxx XX X0 ONB
Attn: Chief Executive Officer
Facsimile: 020 3008 8023
To a Fund or the Trust at:
Aston Funds
000 Xxxxx XxXxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: President
Facsimile: (000) 000-0000
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or addressed as such party may from time to time designate by notice to other
parties in accordance herewith.
16. The Subadviser agrees that for any claim by it against a Fund in
connection with this Agreement or the services rendered under this Agreement, it
shall look only to assets of a Fund for satisfaction and that it shall have no
claim against the assets of any other portfolios of the Trust.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
ATTEST: ASTON ASSET MANAGEMENT LLC
/s/ Xxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X Xxxxxxxx
--------------------------------- ------------------------------------
ATTEST: NEPTUNE INVESTMENT MANAGEMENT LIMITED
/s/ Xxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxx
--------------------------------- ------------------------------------
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SCHEDULE A
FUND EFFECTIVE DATE INITIAL TERM
---- -------------- -----------------
Aston/Neptune July 20, 2007 December 31, 2008
International Fund
