UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
Aston Funds
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
(ASTON ASSET MANAGEMENT LOGO)
________, 2008
ASTON FUNDS
ASTON/FORTIS INVESTOR MONEY MARKET FUND
FORTIS GOVERNMENT MONEY MARKET FUND
FORTIS INSTITUTIONAL PRIME MONEY MARKET FUND
FORTIS MONEY MARKET FUND
FORTIS TAX-EXEMPT MONEY MARKET FUND
FORTIS TREASURY MONEY MARKET FUND
(formerly known as ABN AMRO Funds)
120 North LaSalle Street
Chicago, Illinois 60602
Dear Fellow Shareholder:
The Aston Funds listed above (each a "Fund" and collectively, the
"Funds") will hold a joint Special Meeting of Shareholders (the "Special
Meeting") on October 17, 2008, at 9:00 a.m. Eastern time, at the offices of PNC
Global Investment Servicing (U.S.) Inc. (formerly named PFPC Inc.), 4400
Computer Drive, Westborough, Massachusetts 01581. You are being asked to
consider a proposal to approve a new Investment Advisory Agreement between Aston
Funds, on behalf of each Fund, and Fortis Investment Management USA, Inc.
("FIM"), the successor to ABN AMRO Asset Management, Inc. The current Investment
Advisory Agreement for each Fund with FIM will automatically terminate due to a
change in control of FIM's parent company, Fortis Investment Management NV/SA
("FIM NV").
If you are a shareholder of record of one or more of the Funds as of
the close of business on ______, 2008, you are entitled to vote on the new
agreement with respect to your Fund(s). The new agreement is substantially the
same as the agreement that is currently in place for your Fund(s). Your
portfolio manager is not expected to change as a result of the transaction.
YOUR FUND'S BOARD OF TRUSTEES HAS APPROVED THE PROPOSAL AND URGES YOU
TO VOTE "FOR" THE PROPOSAL.
YOUR VOTE IS IMPORTANT! Please review the attached proxy statement carefully.
Enclosed is a proxy card that we ask you to complete, sign, date and return as
soon as possible in the postage-paid envelope. You may also vote by telephone or
over the Internet using the toll-free telephone number or web address printed on
your proxy card. Thank you for your attention and your vote with regard to this
important proposal. Please call proxy services at (800) 708-7956 if you need
more information.
Thank you for your response, and we look forward to serving your future
investment needs.
Sincerely,
/s/ Kenneth C. Anderson
Kenneth C. Anderson
President
______, 2008
IMPORTANT NOTICE TO FUND SHAREHOLDERS
While we encourage you to read the full text of the enclosed Proxy
Statement, here is a brief overview of the proposal, which will require a
shareholder vote.
QUESTIONS AND ANSWERS
Q: WHY IS ABN AMRO ASSET MANAGEMENT, INC. MERGING INTO FORTIS INVESTMENT
MANAGEMENT USA, INC.?
A: Shareholders of the Aston/Fortis Investor Money Market Fund,
Fortis Government Money Market Fund, Fortis Institutional
Prime Money Market Fund, Fortis Money Market Fund, Fortis
Tax-Exempt Money Market Fund and Fortis Treasury Money Market
Fund (each a "Fund" and collectively, the "Funds"), each a
series of Aston Funds (the "Trust"), previously approved the
current Investment Advisory Agreement with ABN AMRO Asset
Management, Inc. ("AAAM") in connection with a change of
control of ABN AMRO Holdings N.V., the ultimate parent company
of AAAM, resulting from the successful tender offer of a
consortium of banks, including Fortis N.V. (the "Tender
Offer"). The merger of AAAM into Fortis Investment Management
USA, Inc. ("FIM" or the "Adviser") was the final stage of the
Tender Offer. Your portfolio management team did not change as
a result of the Tender Offer.
Q: WHY IS MY FUND'S NAME CHANGING?
A: The combination of AAAM into FIM also included a rebranding
initiative. Your Fund's name was changed as part of this
initiative.
Q: WHY AM I RECEIVING THIS PROXY STATEMENT?
A: AAAM has served as investment adviser to each Fund since the
inception of each Fund. It is anticipated that prior
to_______, Ping An Insurance (Group) Company of China, Ltd.
("Ping An") will acquire a 50% (less one share) equity stake
in Fortis Investment Management NV/SA ("FIM NV"), the ultimate
parent company of FIM (the "Transaction"). The Transaction may
be deemed to cause an "assignment" of each current Investment
Advisory Agreement between the Trust, on behalf of the Funds,
and the Adviser, which would result in the automatic
termination of those agreements.
This Proxy Statement seeks shareholder approval of a new
Investment Advisory Agreement between the Trust, on behalf of
each Fund, and FIM. The enclosed Proxy Statement gives you
additional information on the proposed new Investment Advisory
Agreement for your Fund. Please refer to the Proxy Statement
for a detailed explanation of the items on which you are being
asked to vote.
Q: WILL THE TRANSACTION AFFECT THE MANAGEMENT OF MY FUND(S)?
A: No. FIM will continue to serve as your adviser following the
Transaction and will continue to operate independently from
Ping An. The Transaction is not expected to result in the loss
of any key personnel and the portfolio managers and investment
personnel for the Funds are not expected to change as a result
of the Transaction. The
investment approach that has been employed for the Funds will
remain the same following the Transaction.
Q: WILL THE PROPOSED CHANGE RESULT IN HIGHER ADVISORY FEES?
A: No. The fees under the new Investment Advisory Agreement will
remain the same.
Q: WHY IS A VOTE ON THE PROPOSED NEW INVESTMENT ADVISORY AGREEMENT
REQUIRED?
A: The current Investment Advisory Agreement with the Adviser
will automatically terminate as a result of the Transaction.
As such, each Fund must enter into a new Investment Advisory
Agreement in order to retain FIM as investment adviser. The
Investment Company Act of 1940, as amended ("1940 Act"),
generally requires shareholders to approve new investment
advisory agreements.
Q: WHAT HAPPENS IF THE NEW INVESTMENT ADVISORY AGREEMENT IS NOT APPROVED
BY SHAREHOLDERS?
A: If the new Investment Advisory Agreement is not approved by
shareholders, the Board will take such actions as it deems to
be in the best interests of the Funds.
Q: HAS THE BOARD OF ASTON FUNDS APPROVED THE PROPOSAL?
A: Yes. The Board, including the Independent Trustees voting
separately, have approved the proposal for each Fund and
unanimously recommend that you vote "FOR" the proposal.
Q: WILL MY FUND PAY FOR THE PROXY SOLICITATION AND OTHER COSTS ASSOCIATED
WITH THE TRANSACTION?
A: No. FIM NV has agreed that it, or its affiliates, will bear
all of the Funds' costs related to the Transaction, including
the costs of preparing, printing and mailing the proxy
statement and related solicitation expenses.
Q: WHOM DO I CALL FOR MORE INFORMATION?
A: Please call Computershare Fund Services toll-free at (800)
708-7956.
ASTON FUNDS
ASTON/FORTIS INVESTOR MONEY MARKET FUND
FORTIS GOVERNMENT MONEY MARKET FUND
FORTIS INSTITUTIONAL PRIME MONEY MARKET FUND
FORTIS MONEY MARKET FUND
FORTIS TAX-EXEMPT MONEY MARKET FUND
FORTIS TREASURY MONEY MARKET FUND
(FORMERLY KNOWN AS ABN AMRO FUNDS)
120 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60602
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 17, 2008
To the Shareholders of the Above Named Funds:
NOTICE IS HEREBY GIVEN THAT a Special Meeting of the Shareholders of
Aston/Fortis Investor Money Market Fund, Fortis Government Money Market Fund,
Fortis Institutional Prime Money Market Fund, Fortis Money Market Fund, Fortis
Tax-Exempt Money Market Fund and Fortis Treasury Money Market Fund (each a
"Fund" and collectively, the "Funds"), each a series of Aston Funds (the
"Trust"), a Delaware statutory trust, will be held at the offices of the Trust's
sub-administrator, PNC Global Investment Servicing (U.S.) Inc. (formerly named
PFPC Inc.), 4400 Computer Drive, Westborough, Massachusetts 01581, on October
17, 2008 at 9:00 a.m. Eastern time (the "Special Meeting"), for the following
purpose and to transact such other business, if any, as may properly come before
the Special Meeting:
1. For each Fund, to approve a new Investment Advisory Agreement
between the Trust, on behalf of each Fund, and Fortis Investment Management USA,
Inc.
The Board of Trustees has fixed the close of business on _________,
2008 as the record date for the determination of shareholders entitled to notice
of and to vote at the Special Meeting or any adjournment thereof. The persons
named as proxies will vote in their discretion on any other business that may
properly come before the Meeting or any adjournments or postponements thereof.
By Order of the Board of Trustees,
Gerald F. Dillenburg
Senior Vice President, Secretary and Treasurer
_______, 2008
SHAREHOLDERS ARE REQUESTED TO EXECUTE AND RETURN PROMPTLY THE ACCOMPANYING PROXY
CARD, WHICH IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF THE TRUST. YOU MAY
EXECUTE THE PROXY CARD USING THE METHODS DESCRIBED IN THE PROXY CARD. EXECUTING
THE PROXY CARD IS IMPORTANT TO ENSURE A QUORUM AT THE SPECIAL MEETING.
SHAREHOLDERS ALSO HAVE THE OPTION TO PROVIDE THEIR VOTE BY TELEPHONE OR OVER THE
INTERNET BY FOLLOWING THE INSTRUCTIONS ACCOMPANYING THE PROXY CARD. PROXIES MAY
BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY
SUBMITTING A WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY EXECUTED PROXY OR BY
ATTENDING THE SPECIAL MEETING AND VOTING IN PERSON.
INSTRUCTIONS FOR VOTING
The following general rules apply to voting by mail and will help you
to properly sign your proxy card. Please read carefully, because if you do not
sign your proxy card properly your vote will be invalidated.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Both parties must sign, and the name of each party
signing should conform exactly to the name shown in the registration on the
proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of registration. For
example:
REGISTRATION VALID SIGNATURE
CORPORATE ACCOUNTS
(1) ABC Corp. ABC Corp. by
John Doe, Treasurer
(2) ABC Corp. John Doe
John Doe, Treasurer
(3) ABC Corp. Profit Sharing Plan John Doe
TRUST ACCOUNTS
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee Jane B. Doe
u/t/d/ 12/28/78
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust. John B. Smith
f/b/o John B. Smith, Jr. UGMA
(2) Estate of John B. Smith John B. Smith, Jr., Executor
Rather than mailing in your proxy, you may vote by telephone or over the
Internet using the toll-free telephone number or web address printed on your
proxy card. These options require you to input the control number located on
your proxy card. After inputting the control number you may enter your vote on
the proposal. You will have an opportunity to review your vote and make any
necessary changes before submitting your vote and terminating the telephone call
or Internet link.
________, 2008
ASTON FUNDS
ASTON/FORTIS INVESTOR MONEY MARKET FUND
FORTIS GOVERNMENT MONEY MARKET FUND
FORTIS INSTITUTIONAL PRIME MONEY MARKET FUND
FORTIS MONEY MARKET FUND
FORTIS TAX-EXEMPT MONEY MARKET FUND
FORTIS TREASURY MONEY MARKET FUND
(FORMERLY KNOWN AS ABN AMRO FUNDS)
120 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60602
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 17, 2008
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of Aston Funds (the "Board" or "Trustees"),
a Delaware statutory trust (the "Trust"), for Aston/Fortis Investor Money Market
Fund, Fortis Government Money Market Fund, Fortis Institutional Prime Money
Market Fund, Fortis Money Market Fund, Fortis Tax-Exempt Money Market Fund and
Fortis Treasury Money Market Fund (each a "Fund" and collectively, the "Funds"),
for use at a Special Meeting of Shareholders of the Funds to be held at 9:00
a.m. Eastern time on Friday, October 17, 2008, at the offices of the Trust's
sub-administrator, PNC Global Investment Servicing (U.S.) Inc. (formerly named
PFPC Inc.), 4400 Computer Drive, Westborough, Massachusetts 01581, and any
adjournments thereof (the "Special Meeting").
This Proxy Statement and the accompanying Notice of Special Meeting and
proxy card are expected to be mailed to shareholders on or about August __, 2008
or as soon as practical thereafter.
If the enclosed proxy card is properly executed and returned in time to
be voted at the Special Meeting, the shares of beneficial interest ("Shares")
represented by the proxy will be voted in accordance with the instructions
marked thereon. If no specification is made, the Shares will be voted FOR the
proposal. Any shareholder who has given a proxy has the right to revoke it at
any time prior to its exercise either by attending the Special Meeting and
voting his or her Shares in person, or by submitting a letter of revocation or a
later-dated proxy to the Trust at the above address prior to the date of the
Special Meeting.
Shareholders of a Fund are entitled to one vote for each full Share
held and fractional votes for fractional Shares. One-third of the aggregate
number of Shares entitled to vote, present in person or by proxy, constitutes a
quorum for the transaction of business. Abstentions and broker "non-votes" (that
is, proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owner or other persons entitled to
vote shares on a particular matter with respect to which the brokers or nominees
do not have discretionary power) will be treated as Shares that are present but
which have not been voted for purposes of determining the presence of a quorum
for transacting business at the
Special Meeting. In the event that a quorum is not present at the Special
Meeting, or in the event that a quorum is present but sufficient votes to
approve the proposal are not received, the persons named as proxies on the
enclosed proxy card may propose one or more adjournments of the Special Meeting
to permit further solicitation of proxies. The persons named as proxies will
vote upon such adjournment after consideration of all circumstances that may
bear upon a decision to adjourn the Special Meeting. Any business that might
have been transacted at the Special Meeting originally called may be transacted
at any such adjourned session(s) at which a quorum is present. Fortis Investment
Management NV/SA ("FIM NV"), the ultimate parent company of Fortis Investment
Management USA, Inc. ("FIM"), or its affiliates will pay the costs of preparing
and distributing to shareholders additional proxy materials, if required in
connection with any adjournment. Any adjournment will require the affirmative
vote of a majority of those Shares represented at the Special Meeting in person
or by proxy.
The following table indicates which shareholders are solicited with
respect to the proposal:
PROPOSAL
----------------------
APPROVE NEW INVESTMENT
FUND ADVISORY AGREEMENT
- -------------------------------------------------------- ----------------------
Aston/Fortis Investor Money Market Fund................. X
Fortis Government Money Market Fund..................... X
Fortis Institutional Prime Money Market Fund............ X
Fortis Money Market Fund................................ X
Fortis Tax-Exempt Money Market Fund..................... X
Fortis Treasury Money Market Fund....................... X
The proposal requires the affirmative vote of a "majority of the
outstanding voting securities" of each Fund. The term "majority of the
outstanding voting securities," as used in this Proxy Statement, means the
affirmative vote of the lesser of (i) 67% of the voting securities of a Fund
present at the meeting if more than 50% of the outstanding voting securities of
the Fund are present in person or by proxy or (ii) more than 50% of the
outstanding voting securities of a Fund. Abstentions and broker non-votes will
have the effect of a "no" vote for purposes of determining the requisite
approval of the proposal.
The Board has fixed the close of business on ________, 2008 as the
record date (the "Record Date") for the determination of shareholders of each
Fund entitled to notice of and to vote at the Special Meeting and all
adjournments thereof. At the close of business on the Record Date, the Funds
have issued and outstanding Shares as follows:
CLASS OF SHARES
------------------------------------------------------------------
FUND CLASS N CLASS I CLASS S CLASS Y CLASS YS
- ---------------------------------------------- ------- ------- ------- ------- --------
Aston/Fortis Investor Money Market Fund....... [_____] N/A N/A N/A N/A
Fortis Government Money Market Fund........... N/A [_____] [_____] N/A N/A
Fortis Institutional Prime Money Market Fund.. N/A N/A N/A [_____] [_____]
Fortis Money Market Fund...................... N/A [_____] [_____] N/A N/A
Fortis Tax-Exempt Money Market Fund........... N/A [_____] [_____] N/A N/A
Fortis Treasury Money Market Fund............. N/A [_____] [_____] N/A N/A
[AS OF [JUNE 30, 2008, THE OFFICERS AND TRUSTEES OF THE TRUST AS A
GROUP BENEFICIALLY OWNED LESS THAN 1%] OF THE SHARES OF EACH FUND, [EXCEPT [NAME
OF CLASS OF FUND]]. AS OF JUNE 30, 2008, [_____] OWNED [_____] SHARES OF [NAME
OF CLASS OF FUND], WHICH IS __% OF [CLASS] AND __% OF THE
FUND. AS OF JUNE 30, 2008, NO OFFICER OR TRUSTEE OF THE TRUST[, EXCEPT _______,]
OWNED SHARES OF THE FUND.]
As of June 30, 2008, to the best knowledge of the Funds, the following
persons owned of record or beneficially 5% or more of the outstanding shares of
each Fund.
ASTON/FORTIS INVESTOR MONEY MARKET FUND
TITLE OF
CLASS SHAREHOLDER NAME AND ADDRESS SHARES OWNED PERCENT OF CLASS
-------- ---------------------------- ------------ ----------------
FORTIS GOVERNMENT MONEY MARKET FUND
TITLE OF
CLASS SHAREHOLDER NAME AND ADDRESS SHARES OWNED PERCENT OF CLASS
-------- ---------------------------- ------------ ----------------
FORTIS INSTITUTIONAL PRIME MONEY MARKET FUND
TITLE OF
CLASS SHAREHOLDER NAME AND ADDRESS SHARES OWNED PERCENT OF CLASS
-------- ---------------------------- ------------ ----------------
FORTIS MONEY MARKET FUND
TITLE OF
CLASS SHAREHOLDER NAME AND ADDRESS SHARES OWNED PERCENT OF CLASS
-------- ---------------------------- ------------ ----------------
FORTIS TAX-EXEMPT MONEY MARKET FUND
TITLE OF
CLASS SHAREHOLDER NAME AND ADDRESS SHARES OWNED PERCENT OF CLASS
-------- ---------------------------- ------------ ----------------
FORTIS TREASURY MONEY MARKET FUND
TITLE OF
CLASS SHAREHOLDER NAME AND ADDRESS SHARES OWNED PERCENT OF CLASS
-------- ---------------------------- ------------ ----------------
THE FUNDS' ANNUAL REPORT FOR THE FISCAL YEAR ENDED OCTOBER 31, 2007 AND
THE SEMI-ANNUAL REPORT FOR THE FISCAL PERIOD ENDED APRIL 30, 2008 ARE AVAILABLE
UPON REQUEST WITHOUT CHARGE BY
WRITING THE TRUST AT P.O. BOX 9765, PROVIDENCE, RHODE ISLAND 02940, BY CALLING
TOLL-FREE (800)992-8151 OR BY DOWNLOADING IT AT WWW.ASTONFUNDS.COM. TO HELP
REDUCE FUND EXPENSES AND ENVIRONMENTAL WASTE, THE FUNDS COMBINE MAILINGS FOR
MULTIPLE ACCOUNTS GOING TO A SINGLE ADDRESS BY DELIVERING THE FUNDS' REPORTS AND
PROXY STATEMENTS IN A SINGLE ENVELOPE. IF YOU DO NOT WANT TO CONTINUE
CONSOLIDATING YOUR FUND MAILINGS AND PREFER TO RECEIVE SEPARATE MAILINGS WITH
MULTIPLE COPIES OF FUND REPORTS AND PROXY STATEMENTS, OR IF YOU CURRENTLY
RECEIVE MULTIPLE COPIES AND WOULD LIKE TO REQUEST A SINGLE COPY, PLEASE CALL ONE
OF THE FUNDS' REPRESENTATIVES AT (800)992-8151 OR WRITE TO THE ADDRESS ABOVE.
For your convenience, you may submit your vote by mail. If you are
mailing your proxy card, you are requested to:
- indicate your instructions on the enclosed proxy card;
- date and sign the proxy card;
- mail the proxy card promptly in the enclosed envelope, which
requires no postage if mailed in the United States; and
- allow sufficient time for the proxy card to be received on or
before 9:00 a.m. Eastern time on October 17, 2008.
Instead of mailing your proxy, you may vote by telephone or over the
Internet using the toll-free telephone number or web address printed on your
proxy card. These options require you to input the control number located on
your proxy card. After inputting the control number, you may enter your vote on
the proposal. You will have an opportunity to review your vote and make any
necessary changes before submitting your vote and terminating the telephone call
or Internet link.
BACKGROUND
ABN AMRO Asset Management, Inc. ("AAAM") has served as the investment
adviser to each Fund since its inception. On August 1, 2008, AAAM merged into
FIM and FIM became the Funds' adviser, which was the final stage of a series of
transactions in connection with the completion of a tender offer for
substantially all of the shares of ABN AMRO Holdings N.V., AAAM's ultimate
parent company, by a consortium including Fortis N.V. (the "Tender Offer").
Shareholders of each Fund, other than Fortis Money Market Fund, approved a new
investment advisory agreement in connection with the Tender Offer at the
February 28, 2008 shareholders meeting and shareholders of Fortis Money Market
Fund approved a new investment advisory agreement in connection with the Tender
Offer at the reconvened shareholders meeting on March 14, 2008. In connection
with the integration of AAAM and FIM, each Fund changed its name effective
______, 2008, to reflect the Fortis brand.
It is anticipated that prior to _______, 2008, Ping An Insurance
(Group) Company of China, Ltd. ("Ping An") will acquire a 50% equity stake (less
one share) in FIM NV, the parent company of FIM (the "Transaction"). A change in
control of an investment adviser or a person controlling an investment adviser
is deemed to be an assignment of any investment advisory agreement of that
investment adviser. As such, the Transaction may be deemed to cause an
"assignment" of each current investment advisory agreement between the Trust, on
behalf of the Funds, and FIM (the "Current Investment Advisory Agreements") and
will result in the automatic termination of those agreements. Each Current
Investment Advisory Agreement, as required by Section 15 of the Investment
Company Act of 1940, as amended (the "1940 Act"), provides for its automatic
termination in the event of its "assignment" (as defined in the 1940 Act).
In anticipation of the Transaction, the Board met in person on June 19,
2008 to consider a new investment advisory agreement between the Trust, on
behalf of each Fund, and FIM, (each, a "New Investment Advisory Agreement," and
collectively, the "New Investment Advisory Agreements"). The Board determined
that the New Investment Advisory Agreement was in the best interests of each
Fund and its shareholders. At the in-person meeting on June 19, 2008, the Board
also approved an interim investment advisory agreement (the "Interim Investment
Advisory Agreement") between the Trust and FIM, as the successor to AAAM, for
each Fund, to be effective upon the automatic termination of each Fund's Current
Investment Advisory Agreement if the Transaction closes prior to the shareholder
meeting. Accordingly, the Board of Trustees, including the Trustees who are not
parties to the Current Investment Advisory Agreement, the Interim Investment
Advisory Agreement, the proposed New Investment Advisory Agreement, and who are
not "interested persons" of the Funds, or any current or proposed investment
adviser or subadviser as defined in the 1940 Act (hereafter, the "Independent
Trustees"), approved the New Investment Advisory Agreement and recommended that
shareholders approve the New Investment Advisory Agreement between FIM and the
Trust, on behalf of each Fund, as further described below.
The Interim Investment Advisory Agreement for each Fund, if effective,
will continue in effect for one hundred fifty (150) days following its effective
date or until the effective date of the New Investment Advisory Agreement.
Pursuant to Rule 15a-4 under the 1940 Act, compensation earned by FIM, if any,
under the Interim Investment Advisory Agreement will be held in escrow in an
interest bearing account. If the shareholders of a Fund approve the New
Investment Advisory Agreement with respect to their Fund, the amount held in the
escrow account under the Interim Investment Advisory Agreement will be paid to
FIM. If the shareholders of a Fund do not approve the New Investment Advisory
Agreement with respect to their Fund, FIM will be paid the lesser of its costs
incurred in performing its services under the Interim Investment Advisory
Agreement with respect to that Fund or the total amount in the escrow account,
plus interest earned.
PROPOSAL TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT
INTRODUCTION
Prior to the Transaction, FIM, as the successor to AAAM, served as the
investment adviser with respect each Fund, other than Fortis Money Market Fund,
pursuant to an investment advisory agreement effective February 28, 2008 and
with respect to the Fortis Money Market Fund pursuant to an investment advisory
agreement effective March 14, 2008. Each Fund's Current Investment Advisory
Agreement was last submitted to a shareholder vote, as of the effective date of
the agreement, in connection with the transaction related to the Tender Offer.
The 1940 Act requires an investment advisory agreement to be approved
by the Board, including the Independent Trustees, and each Fund's shareholders
in order for it to become effective. Because the Current Investment Advisory
Agreements were expected to terminate as a result of the Transaction, the Board
met in person on June 19, 2008 for purposes of, among other things, considering
whether it would be in the best interests of each Fund and its shareholders to
approve the Interim Investment Advisory Agreement, allowing FIM, as the
successor to AAAM, to continue providing services to the Funds if the
Transaction closes prior to the shareholder meeting, and the New Investment
Advisory Agreement. At the Board meeting, and for the reasons discussed below,
the Board, including a majority of the Independent Trustees, approved the New
Investment Advisory Agreement with respect to each Fund and recommended its
approval by shareholders. If shareholders approve the New Investment Advisory
Agreement, the Interim Investment Advisory Agreement, if effective, will
terminate as of the effective date of the New Investment Advisory Agreement.
In the event shareholders of a Fund do not approve the New Investment
Advisory Agreement, the Board will take such actions as it deems to be in the
best interests of the Fund and its shareholders. The form of the New Investment
Advisory Agreement is attached hereto as Appendix A.
COMPARISON OF CURRENT INVESTMENT ADVISORY AGREEMENT AND NEW INVESTMENT ADVISORY
AGREEMENT
The terms of the New Investment Advisory Agreement are substantially
the same as those of the Current Investment Advisory Agreement for each Fund,
except for the date of effectiveness. There is no change in the advisory fee
rate payable by each Fund. The New Investment Advisory Agreement for each Fund
will be effective as soon as practicable following shareholder approval and will
have an initial term, with respect to each Fund, ending on December 31, 2009.
The New Investment Advisory Agreement for each Fund will continue in effect from
year to year thereafter if such continuance is approved on behalf of a Fund at
least annually in the manner required by the 1940 Act and the rules and
regulations thereunder. Below is a comparison of certain terms of the Current
Investment Advisory Agreement to the corresponding terms of the New Investment
Advisory Agreement for each Fund.
Investment Management Services. The investment management services to
be provided by FIM to each Fund under the New Investment Advisory Agreement will
be substantially the same as the services provided by FIM to each Fund under the
Current Investment Advisory Agreement and that are currently provided to each
Fund under the Interim Investment Advisory Agreement. Both the Current
Investment Advisory Agreement and New Investment Advisory Agreement for each
Fund provide that the investment adviser shall manage the investment and
reinvestment of each Fund's assets in accordance with the Fund's investment
objective and policies and limitations and administer the Fund's affairs to the
extent requested by, and subject to, the oversight of the Fund's Board.
Brokerage. Both the Current Investment Advisory Agreement and the New
Investment Advisory Agreement for each Fund authorize the investment adviser to
select brokers or dealers that will execute the purchases and sales of portfolio
securities for the Funds, subject to its obligation to obtain best execution
under the circumstances, which may take account of the overall quality of
brokerage and research services provided to the investment adviser. Both
agreements permit the investment adviser to rely on Section 28(e) of the
Securities Exchange Act of 1934, as amended, in placing brokerage transactions.
Under that Section, a commission paid to a broker may be higher than that which
another qualified broker would have charged for effecting the same transaction,
provided the investment adviser determines in good faith that the commission is
reasonable in terms of either the transaction or the overall responsibility of
the investment adviser to the Funds and its other clients and that the total
commissions paid by each Fund will be reasonable in relation to the benefits to
the Fund over the long term.
Expenses. The Current Investment Advisory Agreement and the New
Investment Advisory Agreement for each Fund provide that the investment adviser
shall pay all of its own costs and expenses incurred in fulfilling its
obligations under the agreement, as well as pay for all necessary services,
facilities and personnel. The Current Investment Advisory Agreement and the New
Investment Advisory Agreement provide that a Fund shall pay all expenses
incidental to its operation and business not specifically assumed or agreed to
be paid by the investment adviser and sets forth a non-exclusive list of such
expenses.
Compensation. In return for the services provided under each Current
Investment Advisory Agreement, each Fund pays FIM an advisory fee, which is
accrued daily and payable monthly. Under the New Investment Advisory Agreement,
each Fund will pay FIM an advisory fee at the same advisory fee rate. The
advisory fee rates under the Current Investment Advisory Agreement and the New
Investment Advisory Agreement for each Fund, each Fund's net assets as of
October 31, 2007, and the net fees paid for the fiscal year ending as of October
31, 2007 are as follows:
NET
ADVISORY FEE RATE ADVISORY
(AS A % OF AVERAGE FEES AFTER
FUND DAILY NET ASSETS) NET ASSETS FEE WAIVERS
-------------------------------------------- ------------------ -------------- -----------
Aston/Fortis Investor Money Market Fund .40% $ 36,958,977 $ 242,971
Fortis Government Money Market Fund .20% $ 358,040,547 $ 928,819
Fortis Institutional Prime Money Market Fund .10% $1,771,613,713 $2,347,423
Fortis Money Market Fund .35% $ 274,573,832 $ 507,182
Fortis Tax-Exempt Money Market Fund .35% $ 260,905,903 $ 577,224
Fortis Treasury Money Market Fund .35% $ 64,490,696 $ 136,954
Limitation on Liability. Under the Current Investment Advisory
Agreement and New Investment Advisory Agreement for each Fund, the investment
adviser and its directors, officers, stockholders, employees and agents will not
be liable for any error of judgment or mistake of law or for any loss suffered
by the investment adviser or the Funds in connection with any matters to which
the advisory agreement relates or for any other act or omission in the
performance by the investment adviser of its duties under the advisory
agreement, except that nothing in the advisory agreement shall be construed to
protect the investment adviser against any liability by reason of its willful
misfeasance, bad faith or gross negligence in the performance of its duties or
for its reckless disregard of its obligations or duties under the advisory
agreement.
Continuance. Similar to the Current Investment Advisory Agreement, with
respect to each Fund, if the New Investment Advisory Agreement for the Fund is
approved by the Fund's shareholders, the New Investment Advisory Agreement will
be effective as soon as practicable following the date of shareholder approval
and will have an initial term ending on December 31, 2009. Thereafter, the New
Investment Advisory Agreement may be continued for successive one-year periods
if approved at least annually in the manner required by the 1940 Act.
Termination. The Current Investment Advisory Agreement and New
Investment Advisory Agreement for each Fund provides that the investment
advisory agreement may be terminated at any time without the payment of any
penalty by the Fund or investment adviser on sixty (60) days' written notice to
the other party. A Fund may terminate the advisory agreement by action of the
Board or by vote of a majority of the outstanding voting securities of the Fund,
accompanied by appropriate notice.
INFORMATION CONCERNING THE ADVISER
Fortis Investment Management USA, Inc. ("FIM"), located at 75 State
Street, Boston, Massachusetts 02109, managed approximately $__._ billion in
assets as of ___________, 2008.
The table below lists the names and principal occupations of FIM
principal executive officers and directors. The address of each individual
listed below is 75 State Street, Boston, Massachusetts 02109.
NAME AND ADDRESS PRINCIPAL OCCUPATION
------------------------------------------- ----------------------------------
Richard Wohanka Chairman of the Board of Directors
William De Vijlder Director
William Braman Chief Executive Officer, Director
John Barletta Treasurer, Director
NAME AND ADDRESS PRINCIPAL OCCUPATION
------------------------------------------- ----------------------------------
Waldo Abbot Director
Brian Lord Chief Compliance Officer
FIM is a wholly-owned subsidiary of Fortis Investment Management Group
Holdings NV/SA, located at Avenue de l'Astronomie 14, 1210 Brussels, Belgium.
FACTORS CONSIDERED BY THE BOARD OF TRUSTEES IN APPROVING THE NEW INVESTMENT
ADVISORY AGREEMENT
The Board considered information received, and discussions held, at an
in-person meeting on June 19, 2008 regarding the Transaction and its impact on
the nature, quality and extent of services provided by FIM, as the successor to
AAAM. In determining whether to approve the New Investment Advisory Agreement
for each Fund in connection with the Transaction and whether to recommend
approval of the agreement to shareholders, the Board received information and
made inquiries into all matters deemed relevant and considered the following
factors, among others:
- The Transaction is not expected to result in the loss of any
key investment personnel and the portfolio managers and
investment personnel for the Funds are not expected to change
as a result of the Transaction;
- The investment approach that has been employed for the Funds
will remain the same following the Transaction;
- The New Investment Advisory Agreement with FIM will be
substantially the same as the Current Investment Advisory
Agreement, and the investment advisory fee rate will remain
the same; and
- FIM NV has undertaken to bear, or cause an affiliate to bear,
all costs of the Funds relating to the Transaction, including
the costs of preparing, printing and mailing this Proxy
Statement and related solicitation expenses.
Nature, Quality and Extent of Services. The Board considered the impact
of the Transaction on the nature, extent and quality of services to be provided
under the New Investment Advisory Agreement. The Board considered the investment
performance of the Funds and the previous investment experience of the Funds'
portfolio managers. The Board noted that the investment strategy and philosophy
of the investment adviser with respect to the Funds are expected to remain the
same following the Transaction. The Board also noted that the portfolio
management team was expected to remain substantially the same following the
Transaction. The Board also considered that the New Investment Advisory
Agreement would be the same in all substantive respects as the Current
Investment Advisory Agreement. On the basis of this evaluation, the Board
concluded that the nature, quality and extent of services to be provided by FIM
following the Transaction are expected to continue to be satisfactory with
respect to each Fund.
Expenses. The Board considered each Fund's management fee rate,
estimated operating fees and total expense ratio. The Board noted that the fee
rates under the New Investment Advisory Agreement are identical to the fee rates
under the Current Investment Advisory Agreement. As a part of this analysis, the
Board considered the investment advisory fee to be paid by each Fund to FIM as
well as fee waivers or expenses to be reimbursed by FIM and compared the gross
and net advisory fees and estimated total expenses to those of a relevant peer
group based on information and data supplied by Lipper Inc. in
connection with the approval of the Current Investment Advisory Agreement. The
Board considered that the Transaction was not expected to impact the advisory
fee and expense ratios. In each case, the Board concluded that the advisory fee
was reasonable and appropriate in amount given the nature, quality and extent of
services provided.
Costs and Profitability. With respect to the costs of services provided
and profits by the investment adviser, the Board considered the resources
involved in managing the Funds as well as fee waivers or expenses to be
reimbursed by the investment adviser. The Board considered information
previously received regarding the profitability of AAAM, which was subsequently
merged into FIM, and received confirmation that the Transaction was not expected
to have a material impact on profitability. Based upon anticipated asset size
and the impact of fee waivers or expenses to be reimbursed by the investment
adviser, the Board concluded that profitability was not expected to be
unreasonable.
Economies of Scale. The Board considered the extent to which economies
of scale would be realized. The Board reviewed the Funds' expense ratios giving
effect to fee waivers or expenses reimbursed by the investment adviser, and
considered the asset size of the Funds. The Board concluded that at this time,
the potential for economies of scale are limited.
Other Benefits to the Investment Adviser. The Board also considered the
character and amount of other incidental benefits received by FIM and its
affiliates. The Board considered that the investment adviser generally does not
use portfolio brokerage transactions to pay for research services generated by
third parties for the Funds. The Board concluded that any incidental benefits to
be received by FIM and its affiliates from its relationship with the Funds are
expected to be reasonable.
Conclusion. Based upon its evaluation of all material factors and
assisted by the advice of independent legal counsel, the Board, including all of
the Independent Trustees, concluded that the terms of the New Investment
Advisory Agreement, including the proposed advisory fees, were fair and
reasonable, and that the New Investment Advisory Agreement on behalf of each
Fund should be approved.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSED
NEW INVESTMENT ADVISORY AGREEMENT.
REQUIRED VOTE
Approval of this proposal requires the affirmative vote of a "majority
of the outstanding voting securities" of each Fund, which means the affirmative
vote of the lesser of (i) 67% of the voting securities of a Fund present at the
meeting if more than 50% of the outstanding voting securities of the Fund are
present in person or by proxy or (ii) more than 50% of the outstanding voting
securities of a Fund.
SUBMISSION OF SHAREHOLDER PROPOSALS
Under Delaware law, the Trust is not required to hold annual
shareholders' meetings, but it will hold special meetings as required or deemed
desirable, or upon the request of holders of at least 10% of the Trust's Shares
entitled to vote. Because the Trust does not hold regular meetings of
shareholders, the anticipated date of the next special shareholder meeting
cannot be provided. Any shareholder who wishes to submit a proposal for
consideration at a subsequent shareholders' meeting should mail the proposal
promptly to the Trust. Any proposal to be considered for submission to
shareholders must comply with Rule 14a-8 under the Securities Exchange Act of
1934 and must be received by the Trust within a
reasonable time before the solicitation of proxies for that meeting. The timely
submission of a proposal does not guarantee its inclusion.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Trustees is not aware of any matters that will be
presented for action at the Special Meeting other than the matters set forth
herein. Should any other matters requiring a vote of shareholders arise, it is
intended that the proxies that do not contain specific instructions to the
contrary will be voted in accordance with the judgment of the persons named in
the enclosed form of proxy.
DISTRIBUTOR AND ADMINISTRATOR
Set forth below are the names and addresses of the Trust's distributor and
administrator:
ADMINISTRATOR DISTRIBUTOR
------------- -----------
Aston Asset Management LLC PFPC Distributors, Inc.
120 North LaSalle Street 760 Moore Road
Chicago, IL 60602 King of Prussia, PA 19406
BROKERAGE COMMISSIONS
During the fiscal year ended October 31, 2007, no brokerage commissions
were paid to affiliated brokers.
EXPENSES OF PROXY SOLICITATION
It is expected that the solicitation of proxies will be primarily by
mail. Officers and service providers of the Trust may also solicit proxies by
telephone, telegraph, facsimile, Internet or in person. The cost of preparing,
printing and mailing the enclosed proxy card and Proxy Statement and all other
costs incurred in connection with the solicitation of proxies will be paid by
FIM or its affiliates, and not by the Funds. The Funds have engaged
Computershare Fund Services to assist in the solicitation of proxies at an
estimated cost of [$45,000 plus reasonable expenses].
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
By Order of the Board of Trustees,
Gerald F. Dillenburg
Senior Vice President, Secretary and Treasurer
APPENDIX A
FORM OF
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ____ day of ____ , 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 FORTIS INVESTMENT
MANAGEMENT USA, INC., a Massachusetts 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
A-1
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. 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
A-2
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 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
A-3
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.
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.
A-4
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.
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.
A-5
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 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
A-6
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 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]
A-7
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:
------------------------------------
Title:
- -------------------------------------- ---------------------------------
ATTEST: FORTIS INVESTMENT MANAGEMENT USA, INC.
By:
------------------------------------
Title:
- -------------------------------------- ---------------------------------
A-8
SCHEDULE A
FUND EFFECTIVE DATE INITIAL TERM
- ---- -------------- ------------
Aston/Fortis Investor Money Market Fund __, 2008 December 31, 2009
--------------------
Fortis Government Money Market Fund __, 2008 December 31, 2009
--------------------
Fortis Institutional Prime Money Market Fund __, 2008 December 31, 2009
--------------------
Fortis Money Market Fund __, 2008 December 31, 2009
--------------------
Fortis Tax-Exempt Money Market Fund __, 2008 December 31, 2009
--------------------
Fortis Treasury Money Market Fund __, 2008 December 31, 2009
--------------------
A-9
SCHEDULE B
FUND ANNUAL FEE RATE
- ---- ---------------
Aston/Fortis Investor Money Market Fund 0.40% of the Fund's average daily net assets
Fortis Government Money Market Fund 0.20% of the Fund's average daily net assets
Fortis Institutional Prime Money Market Fund 0.10% of the Fund's average daily net assets
Fortis Money Market Fund 0.35% of the Fund's average daily net assets
Fortis Tax-Exempt Money Market Fund 0.35% of the Fund's average daily net assets
Fortis Treasury Money Market Fund 0.35% of the Fund's average daily net assets
A-10
YOUR VOTE IS VERY IMPORTANT!
PLEASE SIGN, DATE AND RETURN THIS
PROXY CARD IN THE
ENCLOSED ENVELOPE TODAY.
YOUR PROXY VOTE IS IMPORTANT!
AND NOW YOU CAN VOTE YOUR PROXY ON THE
PHONE OR THE INTERNET.
IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. THESE SAVINGS
CAN HELP MINIMIZE FUND EXPENSES.
IT SAVES TIME! TELEPHONE AND INTERNET
VOTING IS INSTANTANEOUS -- 24 HOURS A DAY.
IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:
1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.
2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: WWW.PROXY-DIRECT.COM
3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.
4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.
5. DO NOT MAIL YOUR PROXY CARD WHEN YOU
VOTE BY PHONE OR INTERNET.
Please detach at perforation before mailing.
PROXY ASTON FUNDS PROXY
ASTON/FORTIS INVESTOR MONEY MARKET FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 17, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ASTON FUNDS
The undersigned hereby appoints Teresa Hamlin and Emily Harris, and each of
them, as proxies, with the power to appoint her substitute, and hereby
authorizes them to represent and to vote all shares of Aston/Fortis Investor
Money Market Fund (the "Fund") held of record by the undersigned on August 18,
2008, at the Special Meeting of Shareholders to be held on October 17, 2008 at
9:00 a.m. Eastern time, and any postponement or adjournments thereof.
By signing and dating the lower portion of this card, you authorize the proxies
to vote the proposal as marked, or if not marked, to vote "FOR" the proposal,
and to use their discretion to vote any other matter as may properly come before
the meeting. If you do not intend to personally attend the meeting, please
complete and mail this card at once in the enclosed envelope. The undersigned
hereby revokes any proxy previously given. Receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement is hereby acknowledged.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSAL.
VOTE VIA THE INTERNET: WWW.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-241-6192
[ ] [ ]
NOTE: Please sign name or names as printed
on the proxy to authorize the voting of
your shares as indicated. Where shares are
registered with joint owners, all joint
owners should sign. Persons signing as
executors, administrators, trustees, etc.
should so indicate.
-------------------------------------------
Signature
-------------------------------------------
Signature (if held jointly)
-------------------------------------------
Date 19237_AST_072508_A
YOUR VOTE IS VERY IMPORTANT!
PLEASE SIGN, DATE AND RETURN THIS
PROXY CARD IN THE
ENCLOSED ENVELOPE TODAY.
YOUR PROXY VOTE IS IMPORTANT!
AND NOW YOU CAN VOTE YOUR PROXY ON THE
PHONE OR THE INTERNET.
IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. THESE SAVINGS
CAN HELP MINIMIZE FUND EXPENSES.
IT SAVES TIME! TELEPHONE AND INTERNET
VOTING IS INSTANTANEOUS -- 24 HOURS A DAY.
IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:
1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.
2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: WWW.PROXY-DIRECT.COM
3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.
4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.
5. DO NOT MAIL YOUR PROXY CARD WHEN YOU
VOTE BY PHONE OR INTERNET.
Please detach at perforation before mailing.
PROXY ASTON FUNDS PROXY
FORTIS GOVERNMENT MONEY MARKET FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 17, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ASTON FUNDS
The undersigned hereby appoints Teresa Hamlin and Emily Harris, and each of
them, as proxies, with the power to appoint her substitute, and hereby
authorizes them to represent and to vote all shares of Fortis Government Money
Market Fund (the "Fund") held of record by the undersigned on August 18, 2008,
at the Special Meeting of Shareholders to be held on October 17, 2008 at 9:00
a.m. Eastern time, and any postponement or adjournments thereof.
By signing and dating the lower portion of this card, you authorize the proxies
to vote the proposal as marked, or if not marked, to vote "FOR" the proposal,
and to use their discretion to vote any other matter as may properly come before
the meeting. If you do not intend to personally attend the meeting, please
complete and mail this card at once in the enclosed envelope. The undersigned
hereby revokes any proxy previously given. Receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement is hereby acknowledged.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSAL.
VOTE VIA THE INTERNET:WWW.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-241-6192
[ ] [ ]
NOTE: Please sign name or names as printed
on the proxy to authorize the voting of
your shares as indicated. Where shares are
registered with joint owners, all joint
owners should sign. Persons signing as
executors, administrators, trustees, etc.
should so indicate.
-------------------------------------------
Signature
-------------------------------------------
Signature (if held jointly)
-------------------------------------------
Date 19237_AST_072508_B
YOUR VOTE IS VERY IMPORTANT!
PLEASE SIGN, DATE AND RETURN THIS
PROXY CARD IN THE
ENCLOSED ENVELOPE TODAY.
YOUR PROXY VOTE IS IMPORTANT!
AND NOW YOU CAN VOTE YOUR PROXY ON THE
PHONE OR THE INTERNET.
IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. THESE SAVINGS
CAN HELP MINIMIZE FUND EXPENSES.
IT SAVES TIME! TELEPHONE AND INTERNET
VOTING IS INSTANTANEOUS -- 24 HOURS A DAY.
IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:
1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.
2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: WWW.PROXY-DIRECT.COM
3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.
4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.
5. DO NOT MAIL YOUR PROXY CARD WHEN YOU
VOTE BY PHONE OR INTERNET.
Please detach at perforation before mailing.
PROXY ASTON FUNDS PROXY
FORTIS INSTITUTIONAL PRIME MONEY MARKET FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 17, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ASTON FUNDS
The undersigned hereby appoints Teresa Hamlin and Emily Harris, and each of
them, as proxies, with the power to appoint her substitute, and hereby
authorizes them to represent and to vote all shares of Fortis Institutional
Prime Money Market Fund (the "Fund") held of record by the undersigned on August
18, 2008, at the Special Meeting of Shareholders to be held on October 17, 2008
at 9:00 a.m. Eastern time, and any postponement or adjournments thereof.
By signing and dating the lower portion of this card, you authorize the proxies
to vote the proposal as marked, or if not marked, to vote "FOR" the proposal,
and to use their discretion to vote any other matter as may properly come before
the meeting. If you do not intend to personally attend the meeting, please
complete and mail this card at once in the enclosed envelope. The undersigned
hereby revokes any proxy previously given. Receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement is hereby acknowledged.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSAL.
VOTE VIA THE INTERNET: WWW.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-241-6192
[ ] [ ]
NOTE: Please sign name or names as printed
on the proxy to authorize the voting of
your shares as indicated. Where shares are
registered with joint owners, all joint
owners should sign. Persons signing as
executors, administrators, trustees, etc.
should so indicate.
-------------------------------------------
Signature
-------------------------------------------
Signature (if held jointly)
-------------------------------------------
Date 19237_AST_072508_C
YOUR VOTE IS VERY IMPORTANT!
PLEASE SIGN, DATE AND RETURN THIS
PROXY CARD IN THE
ENCLOSED ENVELOPE TODAY.
YOUR PROXY VOTE IS IMPORTANT!
AND NOW YOU CAN VOTE YOUR PROXY ON THE
PHONE OR THE INTERNET.
IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. THESE SAVINGS
CAN HELP MINIMIZE FUND EXPENSES.
IT SAVES TIME! TELEPHONE AND INTERNET
VOTING IS INSTANTANEOUS -- 24 HOURS A DAY.
IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:
1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.
2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: WWW.PROXY-DIRECT.COM
3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.
4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.
5. DO NOT MAIL YOUR PROXY CARD WHEN YOU
VOTE BY PHONE OR INTERNET.
Please detach at perforation before mailing.
PROXY ASTON FUNDS PROXY
FORTIS MONEY MARKET FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 17, 2008 THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ASTON FUNDS
The undersigned hereby appoints Teresa Hamlin and Emily Harris, and each of
them, as proxies, with the power to appoint her substitute, and hereby
authorizes them to represent and to vote all shares of Fortis Money Market Fund
(the "Fund") held of record by the undersigned on August 18, 2008, at the
Special Meeting of Shareholders to be held on October 17, 2008 at 9:00 a.m.
Eastern time, and any postponement or adjournments thereof.
By signing and dating the lower portion of this card, you authorize the proxies
to vote the proposal as marked, or if not marked, to vote "FOR" the proposal,
and to use their discretion to vote any other matter as may properly come before
the meeting. If you do not intend to personally attend the meeting, please
complete and mail this card at once in the enclosed envelope. The undersigned
hereby revokes any proxy previously given. Receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement is hereby acknowledged.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSAL.
VOTE VIA THE INTERNET: WWW.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-241-6192
[ ] [ ]
NOTE: Please sign name or names as printed
on the proxy to authorize the voting of
your shares as indicated. Where shares are
registered with joint owners, all joint
owners should sign. Persons signing as
executors, administrators, trustees, etc.
should so indicate.
-------------------------------------------
Signature
-------------------------------------------
Signature (if held jointly)
-------------------------------------------
Date 19237_AST_072508_D
YOUR VOTE IS VERY IMPORTANT!
PLEASE SIGN, DATE AND RETURN THIS
PROXY CARD IN THE
ENCLOSED ENVELOPE TODAY.
YOUR PROXY VOTE IS IMPORTANT!
AND NOW YOU CAN VOTE YOUR PROXY ON THE
PHONE OR THE INTERNET.
IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. THESE SAVINGS
CAN HELP MINIMIZE FUND EXPENSES.
IT SAVES TIME! TELEPHONE AND INTERNET
VOTING IS INSTANTANEOUS -- 24 HOURS A DAY.
IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:
1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.
2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: WWW.PROXY-DIRECT.COM
3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.
4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.
5. DO NOT MAIL YOUR PROXY CARD WHEN YOU
VOTE BY PHONE OR INTERNET.
Please detach at perforation before mailing.
PROXY ASTON FUNDS PROXY
FORTIS TAX-EXEMPT MONEY MARKET FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 17, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ASTON FUNDS
The undersigned hereby appoints Teresa Hamlin and Emily Harris, and each of
them, as proxies, with the power to appoint her substitute, and hereby
authorizes them to represent and to vote all shares of Fortis Tax-Exempt Money
Market Fund (the "Fund") held of record by the undersigned on August 18, 2008,
at the Special Meeting of Shareholders to be held on October 17, 2008 at 9:00
a.m. Eastern time, and any postponement or adjournments thereof.
By signing and dating the lower portion of this card, you authorize the proxies
to vote the proposal as marked, or if not marked, to vote "FOR" the proposal,
and to use their discretion to vote any other matter as may properly come before
the meeting. If you do not intend to personally attend the meeting, please
complete and mail this card at once in the enclosed envelope. The undersigned
hereby revokes any proxy previously given. Receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement is hereby acknowledged.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSAL.
VOTE VIA THE INTERNET: WWW.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-241-6192
[ ] [ ]
NOTE: Please sign name or names as printed
on the proxy to authorize the voting of
your shares as indicated. Where shares are
registered with joint owners, all joint
owners should sign. Persons signing as
executors, administrators, trustees, etc.
should so indicate.
-------------------------------------------
Signature
-------------------------------------------
Signature (if held jointly)
-------------------------------------------
Date 19237_AST_072508_E
YOUR VOTE IS VERY IMPORTANT!
PLEASE SIGN, DATE AND RETURN THIS
PROXY CARD IN THE
ENCLOSED ENVELOPE TODAY.
YOUR PROXY VOTE IS IMPORTANT!
AND NOW YOU CAN VOTE YOUR PROXY ON THE
PHONE OR THE INTERNET.
IT SAVES MONEY! TELEPHONE AND INTERNET
VOTING SAVES POSTAGE COSTS. THESE SAVINGS
CAN HELP MINIMIZE FUND EXPENSES.
IT SAVES TIME! TELEPHONE AND INTERNET
VOTING IS INSTANTANEOUS -- 24 HOURS A DAY.
IT'S EASY! JUST FOLLOW THESE SIMPLE STEPS:
1. READ YOUR PROXY STATEMENT AND HAVE IT AT
HAND.
2. CALL TOLL-FREE 1-866-241-6192 OR GO TO
WEBSITE: WWW.PROXY-DIRECT.COM
3. ENTER THE 14-DIGIT NUMBER LOCATED IN THE
SHADED BOX FROM YOUR PROXY CARD.
4. FOLLOW THE RECORDED OR ON-SCREEN
DIRECTIONS.
5. DO NOT MAIL YOUR PROXY CARD WHEN YOU
VOTE BY PHONE OR INTERNET.
Please detach at perforation before mailing.
PROXY ASTON FUNDS PROXY
FORTIS TREASURY MONEY MARKET FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 17, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ASTON FUNDS
The undersigned hereby appoints Teresa Hamlin and Emily Harris, and each of
them, as proxies, with the power to appoint her substitute, and hereby
authorizes them to represent and to vote all shares of Fortis Treasury Money
Market Fund (the "Fund") held of record by the undersigned on August 18, 2008,
at the Special Meeting of Shareholders to be held on October 17, 2008 at 9:00
a.m. Eastern time, and any postponement or adjournments thereof.
By signing and dating the lower portion of this card, you authorize the proxies
to vote the proposal as marked, or if not marked, to vote "FOR" the proposal,
and to use their discretion to vote any other matter as may properly come before
the meeting. If you do not intend to personally attend the meeting, please
complete and mail this card at once in the enclosed envelope. The undersigned
hereby revokes any proxy previously given. Receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement is hereby acknowledged.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSAL.
VOTE VIA THE INTERNET: WWW.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-241-6192
[ ] [ ]
NOTE: Please sign name or names as printed
on the proxy to authorize the voting of
your shares as indicated. Where shares are
registered with joint owners, all joint
owners should sign. Persons signing as
executors, administrators, trustees, etc.
should so indicate.
-------------------------------------------
Signature
-------------------------------------------
Signature (if held jointly)
-------------------------------------------
Date 19237_AST_072508_F
YOUR VOTE IS VERY IMPORTANT!
PLEASE SIGN, DATE AND RETURN THIS
PROXY CARD IN THE
ENCLOSED ENVELOPE TODAY.
Please detach at perforation before mailing.
THE BOARD OF TRUSTEES OF ASTON FUNDS RECOMMENDS THAT YOU VOTE "FOR" THE
PROPOSAL.
PLEASE MARK VOTES AS IN THIS EXAMPLE:
1. To approve a new Investment Advisory Agreement FOR AGAINST ABSTAIN
between the Trust, on behalf of the Fund, and
Fortis Investment Management USA, Inc.
19237_AST_A_F_072508