Re: Side Letter Agreement - River Road / Non-Compete Amendment and Assets Under Management
EXHIBIT
10.3
April
20,
2006
000
Xxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxxx Xxxxx
Fax:
(000) 000-0000
|
Re:
|
Side
Letter Agreement - River Road / Non-Compete Amendment and Assets
Under
Management
|
Dear
Xx.
Xxxxx:
Reference
is made to that certain Asset Purchase Agreement (the “Purchase Agreement”),
dated as of April 20, 2006 (the “Effective Date”), made by and among Highbury
Financial Inc., a Delaware corporation, Aston Asset Management LLC, a Delaware
limited liability company (collectively, the “Purchaser”), ABN AMRO Asset
Management Holdings, Inc., a Delaware corporation , ABN AMRO Investment Fund
Services, Inc., a Delaware corporation , ABN AMRO Asset Management, Inc., an
Illinois corporation , Montag & Xxxxxxxx, Inc., a Georgia corporation ,
Tamro Capital Partners LLC, a Delaware limited liability company , Veredus
Asset
Management LLC, a Kentucky limited liability company , and River Road Asset
Management, LLC (“River Road”), a Delaware limited liability company .
Capitalized terms used but not otherwise defined herein shall have the meaning
ascribed to such term in the Purchase Agreement.
As
a
condition to River Road entering into the Purchase Agreement, Purchaser and
River Road hereby agree as follows:
1. Notwithstanding
Section 5.4 of the Purchase Agreement to the contrary, River Road shall not
be
restricted by such Section 5.4 from engaging in any and all activities,
business, investment or otherwise, including advisory or sub-advisory of mutual
funds, provided that, for a period of five years following the Closing Date,
or
such earlier date that a given River Road Target Fund is no longer generally
available to investors or such earlier date that River Road is terminated as
sub-advisor to a given River Road Target Fund, River Road shall not, directly
or
indirectly: (i) sponsor or own a Mutual Fund managed in a similar style to
the
River Road Small Cap Value or the River Road Dynamic Equity Income strategies;
or (ii) use or permit the use of any Retained Names & Marks with respect to
any single manager Mutual Fund managed in a similar style to the River Road
Small Cap Value or the River Road Dynamic Equity Income strategies (other than
in connection with the Target Funds).
2. Notwithstanding
Section 5.5 of the Purchase Agreement, Purchaser agrees not to solicit or hire
any employees of River Road during the period commencing on the date hereof
and
ending on the earlier of the fifth anniversary of the Closing Date or the
termination of the Purchase Agreement in accordance with its terms.
3. River
Road shall not be subject to the obligations of Section 4.13 of the Purchase
Agreement.
4. Notwithstanding
Sections 4.10 and 5.6(a), River Road, its Affiliates, owners, directors and
officers shall be permitted to purchase or sell an interest in River Road (a
“River Road Transaction”), regardless of whether such sale or purchase results,
or is deemed to result, in a “change of control” of River Road and whether
structured as a sale or transfer of membership interests, a merger or otherwise;
provided that (x) the consummation of a River Road Transaction does not (i)
result in the transfer (other than a deemed transfer) of any of the Acquired
Assets, (ii) result in the termination of any Subadvisory Agreement to which
River Road is a party or otherwise result in an inability of River Road to
serve
as an adviser of the Target Funds which it advises, at any time prior the first
to occur of the Closing and termination of the Purchase Agreement or a
sub-adviser of any such Target Funds following the Closing or (iii) otherwise
result in the inability of River Road (or to the extent applicable, such
acquiring party) to complete the transactions contemplated by, and comply with
the provisions of the Purchase Agreement and the Investment Subadvisory
Agreement between Purchaser and River Road and (y) the acquiring party in the
River Road Transaction agrees in writing with Purchaser that River Road (and
to
the extent applicable, such acquiring party) shall continue to be bound by
the
Purchase Agreement. Furthermore, notwithstanding the provisions of Section
5.6(a), except as otherwise required by law, the consummation of a River Road
Transaction which complies with the provisos set forth in the preceding sentence
shall not constitute a basis for termination of the Investment Subadvisory
Agreement to which it will be a party or a breach thereunder.
This
letter agreement shall constitute the binding and enforceable obligation of
Purchaser and River Road and is not superseded or replaced by the terms of
the
Purchase Agreement or any other agreement entered into in connection with the
Purchase Agreement. The provisions in this letter agreement shall be effective
upon the Effective Date and if the Closing does not occur for any reason, or
the
Purchase Agreement is terminated in accordance with its terms, this letter
agreement shall also be automatically terminated contemporaneously therewith,
and shall be null and void and of no legal effect, such that neither party
shall
have any obligations hereunder. This letter agreement shall be binding upon
the
parties to this letter agreement and their successors and assigns; provided,
that this letter agreement shall automatically terminate in the event that
(i)
any other Seller or Affiliate of any other Seller becomes the successor to
River
Road (other than a direct or indirect wholly owned subsidiary of River Road),
(ii) any other Seller or any Affiliate of any other Seller becomes the owner
of
in excess of 55% of the outstanding equity interests in River Road or (iii)
in
the event of any assignment hereof to any other Seller or Affiliate of any
other
Seller..
This
letter agreement shall be governed by the laws of the State of New York, without
regard to its conflicts of law rules.
If
the
foregoing accurately reflects the agreement, please execute one copy of this
letter agreement and return it to us, whereupon this letter agreement shall
become a binding agreement between the parties.
RIVER
ROAD ASSET MANAGEMENT, LLC
By:
/s/ R. Xxxxxx Xxxx
Name:
R.
Xxxxxx Xxxx
Title:
President
Acknowledged
and Accepted:
ASTON
ASSET MANAGEMENT LLC
Its:
Managing Member
By:
/s/ Xxxxxxx X. Xxxxx
Name:
Xxxxxxx X. Xxxxx
Title:
President and Chief Executive Officer
By:
/s/ Xxxxxxx X. Xxxxx
Name:
Xxxxxxx X. Xxxxx
Title:
President and Chief Executive Officer
Side
Letter Agreement - River Road - Non-Compete
