INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 15th day of April, 2010 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, a "Fund" and
collectively, the "Funds") and ASTON ASSET MANAGEMENT, LP, a
Delaware limited partnership (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. Delegation of Duties. Subject to the Board's
approval, the Adviser and/or a Fund may enter into contracts
with one or more investment subadvisers, including without
limitation, affiliates of the Adviser, in which the Adviser
delegates to such investment subadvisers any or all its duties
specified hereunder, on such terms as the Adviser will determine
to be necessary, desirable or appropriate, provided that in each
case the Adviser shall supervise the activities of each such
subadviser and further provided that such contracts are entered
into in accordance with and meet all applicable requirements of
the 1940 Act and rules thereunder. Any such delegation shall
not relieve the Adviser of any of its duties hereunder.
4. Manager of Managers Structure. The Adviser shall also
have the authority, upon the approval of the Board and subject
to applicable provisions of the 1940 Act and the regulations
thereunder, to select one or more subadvisers to provide day-to-
day portfolio management with respect to all or a portion of the
assets of any of the Funds and to allocate and reallocate the
assets of a Fund between and among any subadvisers so selected
pursuant to a "manager of managers" structure. The Fund
acknowledges that the Adviser would have the authority to retain
and terminate subadvisers, engage new subadvisers and make
material revisions to the terms of the subadvisory agreements
subject to approval of the Board of Trustees, but not
shareholder approval, under this structure.
5. 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 is 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 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.
6. 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.
The Adviser shall authorize and permit any of its
directors, officers and employees, who may be elected as
Trustees or officers of the Trust, to serve in the capacities in
which they are elected. No officer or employee of the Trust or
a Fund shall receive from the Trust or a Fund any salary or
other compensation as such Trustee, officer or employee while he
is at the same time a director, officer, or employee of the
Adviser or any affiliated company of the Adviser, except as the
Board may decide.
7. 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 the 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 the Fund's then-current
Prospectus and Statement of Additional Information.
In the event of termination of this Agreement, the fee
provided in this Section 7 shall be paid on a pro-rata basis,
based on the number of days during which this Agreement was in
effect.
8. 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.
9. 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. In addition,
nothing in this Agreement shall limit or restrict the right of
any director, officer or employee of the Adviser who may also be
a Trustee, officer or employee of the Trust or a Fund, 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. 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 the Fund.
11. Duration and Termination. The term of this Agreement
shall commence with respect to a Fund on the date set forth
opposite the Fund's name as set forth on Schedule A hereto (the
"Effective Date"), 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 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 the 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. 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 11, 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
interpretive guidance.
12. 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.
13. Governing Law. This Agreement shall be construed and
the provisions thereof interpreted under and in accordance with
the laws of the State of Delaware.
14. 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.
15. 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]
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:
Name: Xxxxxx X. Xxxxxxxxxx
Title: Senior Vice President,
Secretary and Treasurer
ATTEST:
ASTON ASSET MANAGEMENT, LP
By:
Name: Xxxxxxx X. Xxxxxxxx
Title: President
SCHEDULE A
FUND EFFECTIVE DATE INITIAL TERM
Aston Dynamic Allocation Fund April 15, 2010 December 31, 2011
Aston Value Fund April 15, 2010 December 31, 2011
Aston/Barings International Fund April 15, 2010 December 31, 2011
Aston/Cardinal Mid Cap Value Fund April 15, 2010 December 31, 2011
Aston/Xxxxxxxx Small Cap Fund April 15, 2010 December 31, 2011
Aston/Fortis Real Estate Fund April 15, 2010 December 31, 0000
Xxxxx/Xxxxxxx Large Cap Value Fund April 15, 2010 December 31, 2011
Aston/Lake Partners LASSO Alternatives Fund April 15, 2010 December 31, 2011
Aston/M.D. Sass Enhanced Equity Fund April 15, 2010 December 31, 2011
Aston/Montag & Xxxxxxxx Balanced Fund April 15, 2010 December 31, 2011
Aston/Montag & Xxxxxxxx Growth Fund April 15, 2010 December 31, 2011
Aston/Montag & Xxxxxxxx Mid Cap Growth Fund April 15, 2010 December 31, 2011
Aston/Neptune International Fund April 15, 2010 December 31, 2011
Aston/New Century Absolute Return ETF Fund April 15, 2010 December 31, 2011
Aston/Optimum Large Cap Opportunity Fund April 15, 2010 December 31, 2011
Aston/Optimum Mid Cap Fund April 15, 2010 December 31, 0000
Xxxxx/Xxxxx Xxxx Dividend All Cap Value Fund April 15, 2010 December 31, 0000
Xxxxx/Xxxxx Xxxx Select Value Fund April 15, 2010 December 31, 0000
Xxxxx/Xxxxx Xxxx Small Cap Value Fund April 15, 2010 December 31, 2011
Aston/TAMRO Diversified Equity Fund April 15, 2010 December 31, 2011
Aston/TAMRO Small Cap Fund April 15, 2010 December 31, 2011
Aston/TCH Fixed Income Fund April 15, 2010 December 31, 2011
Aston/Veredus Aggressive Growth Fund April 15, 2010 December 31, 2011
Aston/Veredus Select Growth Fund April 15, 2010 December 31, 2011
SCHEDULE B
FUND
ANNUAL FEE RATE
Aston Dynamic Allocation Fund
0.80% of the Fund's average daily net assets
Aston Value Fund
0.80% of the Fund's average daily net assets
Aston/Barings International Fund
1.00% of the Fund's average daily net assets
Aston/Cardinal Mid Cap Value Fund
0.90% of the Fund's average daily net assets
Aston/Xxxxxxxx Small Cap Fund
1.00% of the Fund's average daily net assets
Aston/Fortis Real Estate Fund
1.00% of the Fund's average daily net assets
Aston/Xxxxxxx Large Cap Value Fund
0.80% of the Fund's average daily net assets
Aston/Lake Partners LASSO Alternatives Fund
1.00% of the Fund's average daily net assets
Aston/M.D. Sass Enhanced Equity Fund
0.70% of the Fund's average daily net assets
Aston/Montag & Xxxxxxxx Balanced Fund
0.75% of the Fund's average daily net assets
Aston/Montag & Xxxxxxxx Growth Fund
0.80% for the first $800 million
0.60% over $800 million
Aston/Montag & Xxxxxxxx Mid Cap Growth Fund
0.85% of the Fund's average daily net assets
Aston/Neptune International Fund
1.00% of the Fund's average daily net assets
Aston/New Century Absolute Return ETF Fund
1.00% of the Fund's average daily net assets
Aston/Optimum Large Cap Opportunity Fund
0.80% of the Fund's average daily net assets
Aston/Optimum Mid Cap Fund
0.80% for the first $100 million
0.75% for the next $300 million
0.70% over $400 million
Aston/River Road Dividend All Cap Value Fund
0.70% of the Fund's average daily net assets
Aston/River Road Select Value Fund
1.00% of the Fund's average daily net assets
Aston/River Road Small Cap Value Fund
0.90% of the Fund's average daily net assets
Aston/TAMRO Diversified Equity Fund
0.80% of the Fund's average daily net assets
Aston/TAMRO Small Cap Fund
0.90% of the Fund's average daily net assets
Aston/TCH Fixed Income Fund
0.55% of the Fund's average daily net assets
Aston/Veredus Aggressive Growth Fund
1.00% of the Fund's average daily net assets
Aston/Veredus Select Growth Fund
0.80% of the Fund's average daily net assets
