As filed with the Securities and Exchange Commission on December 30, 2014
1933 Act Registration File No. 033-68666
1940 Act File No. 811-8004
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x
Pre-Effective Amendment No. ¨
Post-Effective Amendment No. 160 x
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940
Amendment No. 162 x
ASTON FUNDS
(Exact Name of Registrant as Specified in Charter)
120 North LaSalle Street
Chicago, Illinois 60602
(Address of Principal Executive Offices, including Zip Code)
Registrants Telephone Number, including Area Code (312) 268-1400
(Name and Address of Agent for Service) Stuart D. Bilton, Chief Executive Officer and President Aston Funds 120 North LaSalle Street Chicago, Illinois 60602 |
Copy to: Deborah B. Eades Vedder Price P.C. 222 North LaSalle Street Chicago, Illinois 60601 |
It is proposed that this filing will become effective:
¨ immediately upon filing pursuant to rule 485(b)
¨ on (date) pursuant to rule 485(b)
¨ 60 days after filing pursuant to rule 485(a)(1)
x on February 28, 2015 pursuant to rule 485(a)(1)
¨ 75 days after filing pursuant to rule 485(a)(2)
¨ on (date) pursuant to rule 485(a)(2)
If appropriate, check the following box:
¨ this post-effective amendment designates a new effective date for a previously filed post-effective amendment
Aston Funds
Class N, I and R Shares
Prospectus - February 28, 2015
Ticker Symbols | ||||||
EQUITY FUNDS | Class N | Class I | Class R | |||
ASTON/Montag & Caldwell Growth Fund |
MCGFX | MCGIX | MCRGX | |||
ASTON/Herndon Large Cap Value Fund |
AALIX | AHRNX | | |||
ASTON/Cornerstone Large Cap Value Fund |
RVALX | AAVIX | | |||
ASTON/TAMRO Diversified Equity Fund |
ATLVX | ATDEX | | |||
ASTON/River Road Dividend All Cap Value Fund |
ARDEX | ARIDX | | |||
ASTON/River Road Dividend All Cap Value Fund II |
ADVTX | ADIVX | | |||
ASTON/Fairpointe Mid Cap Fund |
CHTTX | ABMIX | | |||
ASTON/Montag & Caldwell Mid Cap Growth Fund |
AMCMX | AMMCX | | |||
ASTON/TAMRO Small Cap Fund |
ATASX | ATSIX | | |||
ASTON/River Road Select Value Fund |
ARSMX | ARIMX | | |||
ASTON/River Road Small Cap Value Fund |
ARSVX | ARSIX | | |||
ASTON/River Road Independent Value Fund |
ARIVX | ARVIX | | |||
ASTON/LMCG Small Cap Growth Fund |
ACWDX | ACWIX | | |||
ASTON/Silvercrest Small Cap Fund |
ASCTX | ACRTX | | |||
FIXED INCOME FUNDS | ||||||
ASTON/DoubleLine Core Plus Fixed Income Fund |
ADBLX | ADLIX | | |||
ASTON/TCH Fixed Income Fund |
CHTBX | CTBIX | | |||
ALTERNATIVE FUNDS | ||||||
ASTON/Lake Partners LASSO Alternatives Fund |
ALSNX | ALSOX | | |||
ASTON/Anchor Capital Enhanced Equity Fund |
AMBEX | AMDSX | | |||
ASTON/River Road Long-Short Fund |
ARLSX | ALSIX | | |||
INTERNATIONAL FUNDS | ||||||
ASTON/Barings International Fund |
ABARX | ABIIX | | |||
ASTON/Guardian Capital Global Dividend Fund |
AGCNX | AGCDX | ||||
ASTON/LMCG Emerging Markets Fund |
ALEMX | ALMEX | | |||
ASTON/Pictet International Fund |
APINX | APCTX | ||||
SECTOR FUND | ||||||
ASTON/Harrison Street Real Estate Fund |
ARFCX | AARIX | | |||
BALANCED FUND | ||||||
ASTON/Montag & Caldwell Balanced Fund |
MOBAX | MOBIX | |
Not FDIC Insured. No Bank Guarantee. May Lose Value.
The Securities and Exchange Commission has not approved or disapproved these or any mutual funds shares or determined if this prospectus is accurate or complete. Any representation to the contrary is a crime.
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Additional Information Regarding Investment Strategies | 96 | |||
Summary of Investment Strategies | 101 | |||
Portfolio Holdings | 101 | |||
Investment Terms | 102 | |||
Management of the Funds | 105 | |||
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Shareholder Information | 117 | |||
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Dividends, Distributions and Taxes | 128 | |||
Financial Highlights | 130 | |||
General Information | 157 |
ASTON/Montag & Caldwell Growth Fund
INVESTMENT OBJECTIVES
The Fund seeks long-term capital appreciation and, secondarily, current income, by investing primarily in common stocks and convertible securities.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | Class R Shares | ||||||||||
Management Fees | 0.63 | % | 0.63 | % | 0.63 | % | ||||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | 0.50 | % | |||||||
Other Expenses | [ ] | % | [ ] | % | [ ] | % | ||||||
Acquired Fund Fees and Expenses | [ ] | % | [ ] | % | [ ] | % | ||||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % | [ ] | % |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5% and operating expenses remained the same.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] | ||||||||||||
Class R Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
The Fund invests primarily in common stocks, convertible preferred stocks and convertible bonds. The subadviser uses a bottom-up approach to stock selection and seeks high quality, well-established, large-cap companies that the subadviser believes are growing their near-term earnings at an above average rate. The Fund defines a large-cap company as one having a market capitalization of $5 billion or more at the time of acquisition. The subadviser emphasizes valuation to find companies selling at a discount to their intrinsic value. These companies must pass an initial capitalization screen and:
n |
Have a strong history of earnings growth |
n |
Be attractively priced, relative to the companys potential for above average long-term earnings and revenue growth |
n |
Have strong balance sheets |
n |
Have a sustainable competitive advantage |
n |
Be currently, or have the potential to become, industry leaders |
n |
Have the potential to outperform during market downturns |
The Fund may invest in foreign securities (directly and through depositary receipts).
To manage risk, the subadviser limits sector and individual security exposure, and adheres to a strong sell discipline.
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Convertible Securities Risk. Convertible preferred securities, which are convertible into shares of the issuers common stock and pay regular dividends, and convertible bonds, which are convertible into shares of the issuers common stock and bear interest, are subject to the risks of equity securities and fixed income securities. The lower the conversion premium, the more likely the price of the convertible security will follow the price of the underlying common
Prospectus | 3
stock. Conversely, higher premium convertible securities are more likely to exhibit the behavior of bonds because the likelihood of conversion is lower, which may cause their prices to fall as interest rates rise.
The value of a convertible security is also affected by the credit quality of the issuer and any call provisions. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments or that the issuer of a convertible bond will not be able to make principal and/or interest payments.
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held by the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
Growth Style Risk. Growth investing involves buying stocks of companies that the subadviser believes offer above-average growth potential. These stocks may have relatively high valuations, as measured by traditional valuation metrics (e.g., price-to-earnings ratios or price-to-book ratios). Growth stocks may be more volatile than other stocks because they are generally more sensitive to investor perceptions and market moves. Because different types of stocks go in and out of favor with prevailing market and economic conditions, the Funds performance may be adversely affected when growth stocks underperform.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
FUND PERFORMANCE
The bar chart shows how the performance of the Class N shares of the Fund has varied from year to year over the periods shown. Class N shares, Class I shares, and Class R shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of Class N shares and Class R shares due to 12b-1 fees paid by Class N shares and Class R shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
Prospectus | 4
The following table indicates how the Funds average annual returns for different calendar periods compared to the returns of a broad-based securities market index.
Average Annual Total Return
(For the periods ended December 31, 2014)
ASTON/Montag & Caldwell Growth Fund | ||||||||||||||||
1 Year | 5 Years | 10 Years | Since Inception | |||||||||||||
Class N Shares (Inception 11/2/94): | ||||||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Class I Shares (Inception 6/28/96): | ||||||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Class R Shares (Inception 12/31/02): | ||||||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Russell 1000 Growth Index (Reflects no deduction for taxes, expenses or fees. Index return since inception for Class N shares is computed from October 31, 1994. Index return for Class I shares, since inception, computed from June 30, 1996, is [ ]%. Index return for Class R shares, since inception, computed from December 31, 2002, is [ ]%.) | [ ] | % | [ ] | % | [ ] | % | [ ] | % |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sales of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class N shares. After-tax returns for Class I shares and Class R shares will vary.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. Montag & Caldwell, LLC (Montag & Caldwell) serves as the subadviser to the Fund. Mr. Ronald E. Canakaris, CFA, CIC, Chairman and Chief Investment Officer of Montag & Caldwell, has served as the Funds Lead Portfolio Manager since the Funds inception in November 1994. Mr. Andrew W. Jung, CFA, Co-Director of Research of Montag & Caldwell, has served as the Funds Co-Portfolio Manager since February 2015.
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) (except R Class) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 | ||||
Class R Retirement Plans | $ | 2,500 | $ | 50 |
Class R shares are only intended for use within retirement plans offered through a financial representative or a plan sponsor.
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 5
INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital appreciation.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 0.80 | % | 0.80 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses (a) | [ ] | % | [ ] | % | ||||
Acquired Fund Fees and Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % |
(a) | [Other expenses include fees equal to 0.03% recouped by the investment adviser pursuant to an expense reimbursement agreement. The expense reimbursement agreement provides that for a period of up to three years from the end of the fiscal year during which management fees are waived or operating expenses are reimbursed, the investment adviser is entitled to be reimbursed by the Fund for such fees waived and expenses reimbursed from commencement of operations through the completion of the first three full fiscal years to the extent that the Funds Total Annual Operating Expenses for a class, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, remain at or below the operating expense limit applicable to each class after such reimbursement.] |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5%, operating expenses remained the same, and expenses were capped for one year in each period.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
Under normal circumstances, the Fund invests at least 80% of its assets in securities of large-cap companies that the subadviser believes are undervalued compared to their perceived worth. The Fund invests primarily in common stocks and other equity securities. Value stocks tend to have prices that are low relative to their earnings, dividends, assets or other financial measures. The Fund defines a large-cap company as one having a market capitalization, at the time of acquisition, within the range of market capitalizations of companies constituting the Russell 1000 Index. The composition, and thus market capitalization range, of the Russell 1000 Index changes periodically. As of December 31, 2014, the market capitalization range of the Russell 1000 Index was approximately $[ ] billion to $[ ] billion.
The subadviser combines a value-oriented approach with fundamental analysis to identify companies primarily from the Russell 1000 Index that it believes have strong fundamentals and whose stocks are undervalued relative to other companies in the Index. Companies that meet minimum capitalization and quality screens are evaluated and ranked based on a number of fundamental metrics. The subadviser seeks to construct a portfolio that has the following characteristics relative to the Russell 1000 Index:
n |
Higher quality |
n |
Higher dividend growth rates |
n |
Lower valuation |
n |
Stronger earnings growth |
n |
Lower volatility |
Prospectus | 6
To manage risk, the subadviser seeks to limit sector and security exposure, maintain sector diversification, maintain a bias towards liquidity and adhere to a disciplined sell process.
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
Value Style Risk. Value investing involves buying stocks that the subadviser believes are out of favor and/or undervalued in comparison to their peers or their prospects for growth. Typically, the valuation levels of value stocks are less than those of growth stocks. Because different types of stocks go in and out of favor with prevailing market and economic conditions, the Funds performance may be adversely affected when value stocks underperform.
FUND PERFORMANCE
The bar chart shows how the performance of the Class N shares of the Fund has varied from year to year for the periods shown. Class N shares and Class I shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of the Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
The following table indicates how the Funds average annual returns for different calendar periods compared to the returns of a broad-based securities market index.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/Herndon Large Cap Value Fund | ||||||||
1 Year | Since Inception | |||||||
Class N Shares (Inception 3/31/10): | ||||||||
Return Before Taxes |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | ||||
Class I Shares (Inception 3/2/11): | ||||||||
Return Before Taxes |
[ ] | % | [ ] | % | ||||
Russell 1000 Value Index (Reflects no deduction for taxes, expenses or fees. Index return since inception for Class N shares is computed from March 31, 2010. Index return for Class I shares, since inception, computed from February 28, 2011, is [ ]%.) | [ ] | % | [ ] | % |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sales of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class N shares. After-tax returns for Class I shares will vary.
Prospectus | 7
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. Herndon Capital Management, LLC (Herndon) serves as the subadviser to the Fund.
Randell A. Cain Jr., CFA, a principal of Herndon, serves as the Portfolio Manager of the Fund. Mr. Cain has served as the Portfolio Manager since the Funds inception in March 2010.
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 8
INVESTMENT OBJECTIVE
The Fund seeks to provide total return through long-term capital appreciation and current income.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 0.80 | % | 0.80 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | [ ] | % | [ ] | % | ||||
Acquired Fund Fees and Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % | ||||
Fee Waiver and/or Expense Reimbursement (a) |
[ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (a) | [ ] | % | [ ] | % |
(a) | The investment adviser is contractually obligated to waive management fees and/or reimburse ordinary operating expenses, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, through February 29, 2016, to the extent that operating expenses exceed 1.30% of the Funds average daily net assets with respect to Class N shares and 1.05% of the Funds average daily net assets with respect to Class I shares. Prior to February 29, 2016, the arrangement may be amended or terminated for a class only by a vote of the Board of Trustees of Aston Funds. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5%, operating expenses remained the same, and expenses were capped for one year in each period.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
Under normal circumstances, the Fund invests at least 80% of its assets in equity securities of large-cap companies. The subadviser seeks to identify stocks it believes are undervalued relative to such companies perceived worth (value companies). Value companies tend to have stock prices that are low relative to their earnings, dividends, assets, or other financial measures. The Fund defines a large-cap company as one having a market capitalization of $5 billion or more at the time of acquisition.
The subadviser uses a bottom-up investment approach in buying and selling investments for the Fund. Investments are selected primarily based on fundamental analysis of issuers and their potential in light of their current financial condition and industry position, including market, economic, political, and regulatory conditions. Factors considered may include analysis of:
n |
Earnings |
n |
Cash flow |
n |
Competitive position |
n |
Management ability |
Quantitative analysis of these and other factors may also be considered.
The Fund may invest in foreign securities (directly and through depositary receipts).
To manage risk, the subadviser generally limits position sizes, diversifies among sectors, and adheres to a strong sell discipline.
Prospectus | 9
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held by the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
Value Style Risk. Value investing involves buying stocks that the subadviser believes are out of favor and/or undervalued in comparison to their peers or their prospects for growth. Typically, the valuation levels of value stocks are less than those of growth stocks. Because different types of stocks go in and out of favor with prevailing market and economic conditions, the Funds performance may be adversely affected when value stocks underperform.
FUND PERFORMANCE
The bar chart shows how the performance of the Class N shares of the Fund has varied from year to year over the periods shown. Class N shares and Class I shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of the Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
Prospectus | 10
The following table indicates how the Funds average annual returns for different calendar periods compared to the returns of a broad-based securities market index.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/Cornerstone Large Cap Value Fund | ||||||||||||||||
1 Year | 5 Years | 10 Years | Since Inception | |||||||||||||
Class N Shares (Inception 1/04/93): | ||||||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Class I Shares (Inception 9/20/05): | ||||||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | N/A | [ ] | % | |||||||||
Russell 1000 Value Index (Reflects no deduction for taxes, expenses or fees. Index return since inception for Class N shares is computed from December 31, 1992. Index return for Class I shares, since inception, computed from September 30, 2005, is [ ]%.) | [ ] | % | [ ] | % | [ ] | % | [ ] | % |
Cornerstone Investment Partners, LLC (Cornerstone) became the subadviser to the Fund on July 15, 2011. Performance prior to that date reflects the performance of a previous subadviser. Performance prior to September 27, 2001 reflects the performance of a predecessor fund.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sales of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class N shares. After-tax returns for Class I shares will vary.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. Cornerstone serves as the subadviser to the Fund.
Mr. John Campbell, CFA, Chief Investment Officer of Cornerstone, Mr. Rick van Nostrand, CFA, a Cornerstone portfolio manager, Mr. Cameron Clement, CFA, a Cornerstone portfolio manager and Mr. Dean Morris, CFA, a Cornerstone portfolio manager, serve as Portfolio Managers of the Fund. Messrs. Campbell, van Nostrand, Clement and Morris have served as the Funds Portfolio Managers since July 2011.
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 11
INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital appreciation.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 0.80 | % | 0.80 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % | ||||
Fee Waiver and/or Expense Reimbursement (a) |
[ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (a) | [ ] | % | [ ] | % |
(a) | The investment adviser is contractually obligated to waive management fees and/or reimburse ordinary operating expenses, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, through February 29, 2016, to the extent that operating expenses exceed 1.20% of the Funds average daily net assets with respect to Class N shares and 0.95% of the Funds average daily net assets with respect to Class I shares. Prior to February 29, 2016, the arrangement may be amended or terminated for a class only by a vote of the Board of Trustees of Aston Funds. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5%, operating expenses remained the same, and expenses were capped for one year in each period.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
Under normal circumstances, the Fund invests at least 80% of its assets in equity securities. The subadviser seeks opportunities across the growth/value spectrum, resulting in what is generally considered a diversified core portfolio. While the Fund invests primarily in equity securities of large-cap companies, the Fund may also have holdings outside of the large capitalization range. The Fund defines a large-cap company as one having a capitalization greater than $6 billion at the time of acquisition.
The subadvisers investment process focuses on bottom-up stock selection with the goal of identifying companies that possess a sustainable competitive advantage combined with an attractive valuation. A sustainable competitive advantage may be derived from a unique product or service offering, a capable and experienced management team, and financial flexibility in allocating capital.
Through the use of both qualitative and quantitative evaluation, the subadviser seeks securities that it believes meet the specific criteria of one of three investment categories:
n |
Leaders (historically leading market share and above average profitability), |
n |
Laggards (failed to create value in recent years, but have the potential for significant gains in profitability as new or reinvigorated management seeks to restructure operations), and |
n |
Innovators (commitment to the introduction of new or innovative products or services). |
Prospectus | 12
The Fund may invest in real estate investment trusts (REITs), foreign securities (directly and through depositary receipts), convertible preferred stocks and convertible bonds. The Fund may invest in options on securities and securities indices for hedging purposes or to seek capital appreciation. For example, the subadviser may purchase call options on securities it believes possess appreciation potential. Conversely, the subadviser may sell covered call options on securities held in the portfolio.
To manage risk, the subadviser limits position sizes, diversifies across both market sectors and capitalization, and adheres to a strong sell discipline.
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Convertible Securities Risk. Convertible preferred securities, which are convertible into shares of the issuers common stock and pay regular dividends, and convertible bonds, which are convertible into shares of the issuers common stock and bear interest, are subject to the risks of equity securities and fixed income securities. The lower the conversion premium, the more likely the price of the convertible security will follow the price of the underlying common stock. Conversely, higher premium convertible securities are more likely to exhibit the behavior of bonds because the likelihood of conversion is lower, which may cause their prices to fall as interest rates rise.
The value of a convertible security is also affected by the credit quality of the issuer and any call provisions. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments or that the issuer of a convertible bond will not be able to make principal and/or interest payments.
Derivatives Risk. Risks associated with derivatives may include the risk that the derivative is imperfectly correlated with the security, index or currency to which it relates, the risk that derivatives may not have the intended effects and may result in losses or missed opportunities and the risk that the Fund will be unable to sell or otherwise close out the derivative. Derivative transactions could also expose the Fund to the effects of leverage, which could increase the Funds exposure to the market and magnify potential losses. There is no guarantee that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses to the Fund. The use of derivatives by the Fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements. The use of over-the-counter derivatives subjects the Fund to the risk that the counterparty to the derivative may be unwilling or unable to meet its obligations on the investment. The use of certain derivatives may expose the Fund to the underlying market or other reference asset in an amount exceeding the cash investment of the Fund.
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held by the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
Growth Style Risk. Growth investing involves buying stocks of companies that the subadviser believes offer above-average growth potential. These stocks may have relatively high valuations, as measured by traditional valuation metrics (e.g., price-to-earnings ratios or price-to-book ratios). Growth stocks may be more volatile than other stocks because they are generally more sensitive to investor perceptions and market moves. Because different types of stocks go in and out of favor with prevailing market and economic conditions, the Funds performance may be adversely affected when growth stocks underperform.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
REIT Risk. Securities of REITs may be affected by changes in the values of their underlying properties. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, which may be subject to defaults by borrowers and self-liquidations. Some REITs may have limited diversification and may be subject to risks inherent in investments in a limited number of properties, in a narrow geographic area, or in a single property type. Real estate prices are also affected by general economic conditions. When growth is slowing, demand for property decreases and prices and rents may decline. High or rising interest rates, which result in high or rising mortgage and financing costs, may restrain buying and selling activity, reducing the appeal of real estate investments. Distributions from REITs generally are taxed as ordinary income for federal income tax purposes.
Prospectus | 13
Value Style Risk. Value investing involves buying stocks that the subadviser believes are out of favor and/or undervalued in comparison to their peers or their prospects for growth. Typically, the valuation levels of value stocks are less than those of growth stocks. Because different types of stocks go in and out of favor with prevailing market and economic conditions, the Funds performance may be adversely affected when value stocks underperform.
FUND PERFORMANCE
The bar chart shows how the Funds performance of Class N shares of the Fund has varied from year to year over the periods shown. Class N shares and Class I shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of the Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
The table below indicates how the Funds average annual returns for different calendar periods compared to the returns of a broad-based securities market index.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/TAMRO Diversified Equity Fund | ||||||||||||||||
1 Year | 5 Years | 10 Years | Since Inception | |||||||||||||
Class N Shares (Inception 11/30/00): | ||||||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Class I Shares (Inception 03/02/12): | ||||||||||||||||
Return Before Taxes |
[ ] | % | N/A | N/A | [ ] | % | ||||||||||
Russell 1000 Index (Reflects no deduction for taxes, expenses or fees, Index return for Class I Shares, since inception, computed from February 29, 2012, is [ ]%.) | [ ] | % | [ ] | % | [ ] | % | [ ] | % |
As of June 30, 2009, the Fund changed its name from ASTON/TAMRO All Cap Fund to ASTON/TAMRO Diversified Equity Fund. As of January 1, 2008, the Fund changed its name from ASTON/TAMRO Large Cap Value Fund to ASTON/TAMRO All Cap Fund. Performance prior to such times reflects the Funds former strategy and the performance may have differed if the current strategy was in place.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sales of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class N shares. After-tax returns for Class I shares will vary.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. TAMRO Capital Partners LLC (TAMRO) serves as the subadviser to the Fund.
Mr. Philip D. Tasho, CFA, Chief Executive Officer and Chief Investment Officer of TAMRO, and Mr. Timothy A. Holland, CFA, a principal of TAMRO, serve as Portfolio Managers of the Fund. Mr. Tasho has served as Portfolio Manager of the Fund since the Funds inception in November 2000. Mr. Holland has served as Portfolio Manager of the Fund since March 2010.
Prospectus | 14
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 15
INVESTMENT OBJECTIVES
The Fund seeks to provide high current income and, secondarily, long-term capital appreciation.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 0.70 | % | 0.70 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | [ ] | % | [ ] | % | ||||
Acquired Fund Fees and Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5% and operating expenses remained the same.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
Under normal conditions, the Fund invests at least 80% of its assets in equity securities. The Fund invests in a diversified, all-cap portfolio of income-producing equity securities with yields that the subadviser believes will exceed that of the Russell 3000 Value Index. The Fund invests primarily in dividend paying common stocks, publicly traded partnerships (PTPs), and real estate investment trusts (REITs). The Fund may also invest in foreign securities (directly and through depositary receipts), closed-end funds or other investment companies (including exchange-traded funds (ETFs)), convertible preferred stocks and royalty income trusts. Using systematic and dynamic internal research through multiple sources, the subadviser narrows the field of companies into a more refined working universe. The subadviser then employs a value-driven, bottom-up approach that seeks to identify companies that it believes have certain characteristics including:
n |
High, growing dividend yield |
n |
Financial strength |
n |
Priced at a discount to absolute value |
n |
Attractive business model |
n |
Shareholder-oriented management |
n |
Undiscovered, underfollowed, misunderstood companies |
To manage risk, the subadviser employs a structured sell discipline and a strategy of balanced diversification.
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Convertible Securities Risk. Convertible preferred securities, which are convertible into shares of the issuers common stock and pay regular dividends, are subject to the risks of equity securities and fixed income securities. The lower the conversion premium, the more likely the price of the convertible security will follow the price of the underlying common stock. Conversely, higher premium convertibles are more likely to exhibit the behavior of bonds because the likelihood of conversion is lower, which may cause their prices to fall as interest rates rise.
Prospectus | 16
The value of a convertible security is also affected by the credit quality of the issuer and any call provisions. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments.
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held by the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
Investment Company Risk. The Fund may invest in securities of other investment companies, including ETFs, open-end funds and closed-end funds. The risks of investing in other investment companies typically reflect the risks of the types of securities in which those investment companies invest. Investments in ETFs and closed-end funds are subject to the additional risk that shares of the fund may trade at a premium or discount to their net asset value per share. When the Fund invests in another investment company, shareholders of the Fund bear their proportionate share of the other investment companys fees and expenses as well as their share of the Funds fees and expenses.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
PTP Risk. Investing in PTPs (including master limited partnerships) involves special risks in addition to those typically associated with publicly traded companies. PTPs are exposed to the risks of their underlying assets, which in many cases includes the same types of risks as energy and natural resources companies, such as commodity pricing risk, supply and demand risk and depletion and exploration risk. PTPs are also subject to capital markets risk, which is the risk that they are unable to raise capital to execute their growth strategies. PTPs are also subject to tax risk, which is the risk that PTPs may lose their partnership status for tax purposes.
REIT Risk. Securities of REITs may be affected by changes in the values of their underlying properties. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, which may be subject to defaults by borrowers and self-liquidations. Some REITs may have limited diversification and may be subject to risks inherent in investments in a limited number of properties, in a narrow geographic area, or in a single property type. Real estate prices are also affected by general economic conditions. When growth is slowing, demand for property decreases and prices and rents may decline. High or rising interest rates, which result in high or rising mortgage and financing costs, may restrain buying and selling activity, reducing the appeal of real estate investments. Distributions from REITs generally are taxed as ordinary income for federal income tax purposes.
Royalty Income Trust Risk. Investing in royalty income trusts, which typically passively manage royalties and net working interests in oil-, gas- or mineral-producing properties and rely on outside drilling or mining companies to extract the resources, involves certain risks not typically associated with investing in publicly traded companies. Royalty income trusts generally do not guarantee minimum distributions or return of capital. If the assets underlying a royalty income trust do not perform as expected, the trust may reduce or eliminate distributions, which will significantly impair the value of an investment in the trust. Royalty income trusts are also exposed to many of the same risks as energy and natural resources companies, such as commodity pricing risk, supply and demand risk and depletion and exploration risk.
Small-Cap and Mid-Cap Company Risk. Investing in securities of small-cap and mid-cap companies may involve greater risks than investing in securities of larger, more established companies. Small-cap and mid-cap companies generally have limited product lines, markets, and financial resources. Their securities may trade less frequently and in more limited volumes than the securities of larger, more established companies. Also, small-cap and mid-cap companies are typically subject to greater changes in earnings and business prospects than larger companies. As a result, their stock prices may experience greater volatility and may decline more than those of large-cap companies in market downturns.
Value Style Risk. Value investing involves buying stocks that the subadviser believes are out of favor and/or undervalued in comparison to their peers or their prospects for growth. Typically, the valuation levels of value stocks are less than those of growth stocks. Because different types of stocks go in and out of favor with investors depending on prevailing market and economic conditions, the Funds performance may be adversely affected when value stocks underperform.
Prospectus | 17
FUND PERFORMANCE
The bar chart shows how the performance of the Class N shares of the Fund has varied from year to year over the periods shown. Class N shares and Class I shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of the Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
The following table indicates how the Funds average annual returns for different calendar periods compared to the returns of a broad-based securities market index.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/River Road Dividend All Cap Value Fund | ||||||||||||
1 Year | 5 Years | Since Inception | ||||||||||
Class N Shares (Inception 6/28/05): | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Class I Shares (Inception 6/28/07): | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Russell 3000 Value Index (Reflects no deduction for taxes, expenses or fees. Index return since inception for Class N shares is computed from June 30, 2005. Index return for Class I shares, since inception, computed from June 30, 2007, is [ ]%.) | [ ] | % | [ ] | % | [ ] | % |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sales of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class N shares. After-tax returns for Class I shares will vary.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. River Road Asset Management, LLC (River Road) serves as the subadviser to the Fund.
Mr. Henry W. Sanders, CFA, Executive Vice President of River Road, serves as Lead Portfolio Manager of the Fund. Mr. Thomas S. Forsha, CFA, Vice President of River Road, and Mr. James C. Shircliff, CFA, Chief Investment Officer of River Road, serve as Co-Portfolio Managers of the Fund. Mr. Shircliff and Mr. Sanders have served as the Funds Portfolio Managers since June 2005. Mr. Forsha has served as the Funds Portfolio Manager since June 2007.
Prospectus | 18
PURCHASE AND SALE OF FUND SHARES*
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
* | The Fund is currently accepting additional investments from existing investors only. The Fund will remain closed to new investors until further notice, with certain limited exceptions as listed in the Shareholder Information Section of the statutory prospectus. |
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 19
INVESTMENT OBJECTIVES
The Fund seeks to provide long term capital appreciation and high current income.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 0.70 | % | 0.70 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | [ ] | % | [ ] | % | ||||
Acquired Fund Fees and Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % | ||||
Fee Waiver and/or Expense Reimbursement (a) |
[ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (a) | [ ] | % | [ ] | % |
(a) | The investment adviser is contractually obligated to waive management fees and/or reimburse ordinary operating expenses, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, through February 29, 2016, to the extent that operating expenses exceed 1.30% of the Funds average daily net assets with respect to Class N shares and 1.05% of the Funds average daily net assets with respect to Class I shares (the Operating Expense Limit). Prior to February 29, 2016, the arrangement may be amended or terminated for a class only by a vote of the Board of Trustees of Aston Funds. For a period of up to three years from the end of the fiscal year during which fees are waived or expenses are reimbursed, the investment adviser is entitled to be reimbursed by the Fund for such fees waived and expenses reimbursed from the commencement of operations through the completion of the first three full fiscal years to the extent that the Funds Total Annual Operating Expenses for a class, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, remain below the Operating Expense Limit after such reimbursement. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5%, operating expenses remained the same and expenses were capped for one year in each period.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
Under normal conditions the Fund invests at least 80% of its assets in equity securities. The Fund invests in a diversified, all-cap portfolio of income-producing equity securities, typically of companies with a market capitalization of at least $1 billion at the time of initial purchase. The subadviser seeks to obtain a portfolio yield that exceeds that of the Russell 3000 Value Index. The Fund invests primarily in dividend-paying common stocks, publicly traded partnerships (PTPs), and real estate investment trusts (REITs). The Fund may also invest in foreign securities (directly and through depositary receipts), closed-end funds or other investment companies including exchange-traded funds (ETFs), convertible preferred stocks and royalty income trusts. Using a proprietary research process, the subadviser narrows the field of potential investments into a more refined working universe. The subadviser then employs a value-driven, bottom-up approach that seeks to identify companies that it believes have certain characteristics including:
n |
High, growing dividend yield |
n |
Financial strength |
n |
Priced at a discount to absolute value |
n |
Attractive business model |
n |
Shareholder-oriented management |
n |
Undiscovered, underfollowed, misunderstood companies |
Prospectus | 20
To manage risk, the subadviser employs a structured sell discipline and a strategy of balanced diversification.
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Convertible Securities Risk. Convertible preferred securities, which are convertible into shares of the issuers common stock and pay regular dividends, are subject to the risks of equity securities and fixed income securities. The lower the conversion premium, the more likely the price of the convertible security will follow the price of the underlying common stock. Conversely, higher premium convertible securities are more likely to exhibit the behavior of bonds because the likelihood of conversion is lower, which may cause their prices to fall as interest rates rise.
The value of a convertible security is also affected by the credit quality of the issuer and any call provisions. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments.
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held by the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
Investment Company Risk. The Fund may invest in securities of other investment companies, including ETFs, open-end funds and closed-end funds. The risks of investing in other investment companies typically reflect the risks of the types of securities in which those investment companies invest. Investments in ETFs and closed-end funds are subject to the additional risk that shares of the fund may trade at a premium or discount to their net asset value per share. When the Fund invests in another investment company, shareholders of the Fund bear their proportionate share of the other investment companys fees and expenses as well as their share of the Funds fees and expenses.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
PTP Risk. Investing in PTPs (including master limited partnerships) involves special risks in addition to those typically associated with publicly traded companies. PTPs are exposed to the risks of their underlying assets, which in many cases include the same types of risks as energy and natural resources companies, such as commodity pricing risk, supply and demand risk and depletion and exploration risk. PTPs are also subject to capital markets risk, which is the risk that they are unable to raise capital to execute their growth strategies. PTPs are also subject to tax risk, which is the risk that PTPs may lose their partnership status for tax purposes.
REIT Risk. Securities of REITs may be affected by changes in the values of their underlying properties. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, which may be subject to defaults by borrowers and self-liquidations. Some REITs may have limited diversification and may be subject to risks inherent in investments in a limited number of properties, in a narrow geographic area, or in a single property type. Real estate prices are also affected by general economic conditions. When growth is slowing, demand for property decreases and prices and rents may decline. High or rising interest rates, which result in high or rising mortgage and financing costs, may restrain buying and selling activity, reducing the appeal of real estate investments. Distributions from REITs generally are taxed as ordinary income for federal income tax purposes.
Royalty Income Trust Risk. Investing in royalty income trusts, which typically passively manage royalties and net working interests in oil-, gas- or mineral-producing properties and rely on outside drilling or mining companies to extract the resources, involves certain risks not typically associated with investing in publicly traded companies. Royalty income trusts generally do not guarantee minimum distributions or return of capital. If the assets underlying a royalty income trust do not perform as expected, the trust may reduce or eliminate distributions, which will significantly impair the value of an investment in the trust. Royalty income trusts are also exposed to many of the same risks as energy and natural resources companies, such as commodity pricing risk, supply and demand risk and depletion and exploration risk.
Prospectus | 21
Small-Cap and Mid-Cap Company Risk. Investing in securities of small-cap and mid-cap companies may involve greater risks than investing in securities of larger, more established companies. Small-cap and mid-cap companies generally have limited product lines, markets, and financial resources. Their securities may trade less frequently and in more limited volumes than the securities of larger, more established companies. Also, small-cap and mid-cap companies are typically subject to greater changes in earnings and business prospects than larger companies. As a result, their stock prices may experience greater volatility and may decline more than those of large-cap companies in market downturns.
Value Style Risk. Value investing involves buying stocks that the subadviser believes are out of favor and/or undervalued in comparison to their peers or their prospects for growth. Typically, the valuation levels of value stocks are less than those of growth stocks. Because different types of stocks go in and out of favor with prevailing market and economic conditions, the Funds performance may be adversely affected when value stocks underperform.
FUND PERFORMANCE
The bar chart shows the performance of the Class N shares of the Fund for the period shown. Class N shares and Class I shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of the Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
The following table indicates how the Funds average annual returns for different calendar periods compared to the returns of a broad-based securities market index.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/River Road Dividend All Cap Value Fund II | ||||||||
1 Year | Since Inception | |||||||
Class N Shares (Inception 06/27/12): | ||||||||
Return Before Taxes |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | ||||
Class I Shares (Inception 06/27/12): | ||||||||
Return Before Taxes |
[ ] | % | [ ] | % | ||||
Russell 3000 Value Index (Reflects no deduction for taxes, expenses or fees. Index return since inception for Class N and Class I shares is computed from June 30, 2012.) | [ ] | % | [ ] | % |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sales of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class N shares. After-tax returns for Class I shares will vary .
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. River Road Asset Management, LLC (River Road) serves as the subadviser to the Fund.
Mr. Henry W. Sanders, CFA, Executive Vice President of River Road, serves as Lead Portfolio Manager of the Fund. Mr. Thomas S. Forsha, CFA, Vice President of River Road, and Mr. James C. Shircliff, CFA, Chief Investment Officer of River Road, serve as Co-Portfolio Managers of the Fund. Mr. Sanders, Mr. Forsha, and Mr. Shircliff have served as the Funds Portfolio Managers since the Funds inception in June 2012.
Prospectus | 22
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 100,000 | $ | 50 |
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 23
INVESTMENT OBJECTIVE
The Fund seeks long-term total return through capital appreciation by investing primarily in common and preferred stocks and convertible securities.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 0.71 | % | 0.71 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | [ ] | % | [ ] | % | ||||
Acquired Fund Fees and Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5% and operating expenses remained the same.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
Under normal conditions, the Fund invests at least 80% of its assets in stocks of mid-cap companies with an improving revenue and earnings growth outlook. The Fund defines a mid-cap company as one having a market capitalization of between $1 and $15 billion at the time of acquisition. The subadviser selects stocks based on bottom-up fundamental analysis.
Important investment criteria include:
n |
Focused business franchise with ability to grow market share |
n |
Attractive valuation |
n |
Low relative leverage |
n |
Experienced management |
The subadviser takes a long-term approach with a focus on maximizing after-tax returns.
The Fund may invest in small-cap stocks, convertible preferred stocks and foreign securities (directly and through depositary receipts).
To manage risk, the subadviser employs a valuation discipline to limit downside risk, limits position sizes and sector exposure, and adheres to a strong sell discipline.
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Convertible Securities Risk. Convertible preferred securities, which are convertible into shares of the issuers common stock and pay regular dividends, are subject to the risks of equity securities and fixed income securities. The lower the conversion premium, the more likely the price of the convertible security will follow the price of the underlying common stock. Conversely, higher premium convertible securities are more likely to exhibit the behavior of bonds because the likelihood of conversion is lower, which may cause their prices to fall as interest rates rise.
Prospectus | 24
The value of a convertible security is also affected by the credit quality of the issuer and any call provisions. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments.
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held by the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
Small-Cap and Mid-Cap Company Risk. Investing in securities of small-cap and mid-cap companies may involve greater risks than investing in securities of larger, more established companies. Small-cap and mid-cap companies generally have limited product lines, markets, and financial resources. Their securities may trade less frequently and in more limited volumes than the securities of larger, more established companies. Also, small-cap and mid-cap companies are typically subject to greater changes in earnings and business prospects than larger companies. As a result, their stock prices may experience greater volatility and may decline more than those of large-cap companies in market downturns.
Style Risk. The subadvisers stock selection strategy includes both value and growth factors. During periods when value investing significantly outperforms growth investing, or during periods when growth investing significantly outperforms value investing, the Fund may underperform funds that exclusively employ the favored investing style.
FUND PERFORMANCE
The bar chart shows how the performance of the Class N shares of the Fund has varied from year to year over the periods shown. Class N shares and Class I shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of the Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
Prospectus | 25
The following table indicates how the Funds average annual returns for different calendar periods compared to the returns of a broad-based securities market index.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/Fairpointe Mid Cap Fund | ||||||||||||||||
1 Year | 5 Years | 10 Years | Since Inception | |||||||||||||
Class N Shares (Inception 9/19/94): | ||||||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Class I Shares (Inception 7/06/04): | ||||||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
S&P MidCap 400 Index (Reflects no deduction for taxes, expenses or fees. Index return since inception for Class N shares is computed from September 30, 1994. Index return for Class I shares, since inception, computed from June 30, 2004, is [ ]%.) | [ ] | % | [ ] | % | [ ] | % | [ ] | % |
Fairpointe Capital LLC (Fairpointe) became the subadviser to the Fund on April 30, 2011. Performance prior to that date reflects the performance of previous subadvisers. However, Ms. Zerhusen has served as a portfolio manager since May 1999.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sales of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class N shares. After-tax returns for Class I shares will vary.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. Fairpointe serves as the subadviser to the Fund.
Ms. Thyra E. Zerhusen, founder, Chief Executive Officer and Chief Investment Officer of Fairpointe, Ms. Marie L. Lorden, founder and portfolio manager of Fairpointe, and Ms. Mary L. Pierson, founder and portfolio manager of Fairpointe, serve as Portfolio Managers of the Fund. Ms. Zerhusen has served as the Funds Portfolio Manager since May 1999. Ms. Lorden and Ms. Pierson have served as the Funds Co-Portfolio Managers since March 2009.
PURCHASE AND SALE OF FUND SHARES*
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
* | The Fund is currently accepting additional investments from existing investors only. The Fund will remain closed to new investors until further notice, with certain limited exceptions as listed in the Shareholder Information Section of the statutory prospectus. |
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 26
INVESTMENT OBJECTIVES
The Fund seeks to provide long-term capital appreciation and, secondarily, current income, by investing primarily in common stocks and convertible securities.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 0.85 | % | 0.85 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | [ ] | % | [ ] | % | ||||
Acquired Fund Fees and Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % | ||||
Fee Waiver and/or Expense Reimbursement (a) |
[ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Reimbursement (a) | [ ] | % | [ ] | % |
(a) | The investment adviser is contractually obligated to waive management fees and/or reimburse ordinary operating expenses, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, through February 29, 2016, to the extent that operating expenses exceed 1.25% of the Funds average daily net assets with respect to Class N Shares and 1.00% of the Funds average daily net assets with respect to Class I Shares (the Operating Expense Limit). Prior to February 29, 2016, the arrangements may be amended or terminated only by a vote of the Board of Trustees of Aston Funds. For a period of up to three years from the end of the fiscal year during which fees are waived or expenses are reimbursed, the investment adviser is entitled to be reimbursed by the Fund for such fees waived and expenses reimbursed from the commencement of operations through the completion of the first three full fiscal years to the extent that the Funds Total Annual Operating Expenses, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, remain at or below the Operating Expense Limit after such reimbursement. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5%, operating expenses remained the same, and expenses were capped for one year in each period.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
The Fund invests primarily in common stocks, convertible preferred stocks and convertible bonds. Under normal circumstances, the Fund invests at least 80% of its assets in securities of mid-cap companies. The Fund defines a mid-cap company as one having a market capitalization, at the time of acquisition, within the range of market capitalizations of companies constituting the Russell Midcap Growth Index. The composition, and thus the market capitalization range, of the Russell Midcap Growth Index changes periodically. As of December 31, 2014, the market capitalization range of the Russell Midcap Growth Index was approximately $[ ] billion to $[ ] billion.
The subadviser uses a bottom-up approach to stock selection and seeks high quality, well-established mid-cap companies that:
n |
Offer a compelling combination of earnings growth and attractive value |
n |
Sell at a discount to intrinsic value |
n |
Exhibit above-median near-term relative earnings strength |
n |
Are leading franchises and have proven management teams, strong finances and attractive long-term secular growth characteristics |
The Fund may invest in foreign securities (directly and through depositary receipts).
To manage risk, the subadviser adheres to a strong sell discipline.
Prospectus | 27
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Convertible Securities Risk. Convertible preferred securities, which are convertible into shares of the issuers common stock and pay regular dividends, and convertible bonds, which are convertible into shares of the issuers common stock and bear interest, are subject to the risks of equity securities and fixed income securities. The lower the conversion premium, the more likely the price of the convertible security will follow the price of the underlying common stock. Conversely, higher premium convertible securities are more likely to exhibit the behavior of bonds because the likelihood of conversion is lower, which may cause their prices to fall as interest rates rise.
The value of a convertible security is also affected by the credit quality of the issuer and any call provisions. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments or that the issuer of a convertible bond will not be able to make principal and/or interest payments.
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held by the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
Growth Style Risk. Growth investing involves buying stocks of companies that the subadviser believes offer above-average growth potential. These stocks may have relatively high valuations, as measured by traditional valuation metrics (e.g., price-to-earnings ratios or price-to-book ratios). Growth stocks may be more volatile than other stocks because they are generally more sensitive to investor perceptions and market moves. Because different types of stocks go in and out of favor with prevailing market and economic conditions, the Funds performance may be adversely affected when growth stocks underperform.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
Mid-Cap Company Risk. Investments in mid-cap companies may entail greater risks than investments in larger, more established companies. Mid-cap companies generally have narrower product lines, limited financial resources and a limited trading market for their stocks compared with larger companies. As a result, their stock prices may experience greater volatility and may decline more than those of large-cap companies in market downturns.
FUND PERFORMANCE
The bar chart shows how the performance of the Class N shares has varied from year to year over the periods shown. Class N shares and Class I shares are invested in the same portfolio securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of the Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
Prospectus | 28
The following table indicates how the Funds average annual returns for different calendar periods compared to the returns of a broad-based securities market index.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/Montag & Caldwell Mid Cap Growth Fund (a) | ||||||||||||
1 Year | 5 Years | Since Inception | ||||||||||
Class N Shares (Inception 11/02/07): | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Russell Midcap Growth Index (Reflects no deduction for taxes, expenses or fees. Index return since inception is computed from October 31, 2007.) | [ ] | % | [ ] | % | [ ] | % |
(a) | Class I shares commenced operations on May 14, 2014, therefore no returns are shown for Class I shares. |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sales of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After tax-returns are shown only for Class N. After-tax returns for Class I shares will vary.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. Montag & Caldwell, LLC (Montag & Caldwell) serves as the subadviser to the Fund.
Mr. M. Scott Thompson, CFA, Co-Director of Research for Montag & Caldwell, serves as Lead Portfolio Manager of the Fund. Mr. Jeffery S. Wilson, CFA, a security analyst and Vice President for Montag & Caldwell, serves as Co-Portfolio Manager to the Fund. Mr. Thompson has served as the Funds Portfolio Manager since the Funds inception in November 2007. Mr. Wilson has served as the Funds Co-Portfolio Manager since February 2014.
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 29
INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital appreciation.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 0.90 | % | 0.90 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5% and operating expenses remained the same.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
Under normal market conditions, the Fund invests at least 80% of its assets in a blended portfolio of growth and value stocks of small-cap companies. The subadviser seeks opportunities across the growth/value spectrum, resulting in what is generally considered a core portfolio. The Fund generally defines a small-cap company as one having a market capitalization at the time of acquisition, within the range of market capitalizations of companies constituting the Russell 2000 Index. The composition, and thus the market capitalization range, of the Russell 2000 Index changes periodically. As of December 31, 2014, the market capitalization range of the Russell 2000 Index was approximately $[ ] billion to $[ ] billion.
The subadvisers investment process focuses on bottom-up stock selection with the goal of identifying companies that possess a sustainable competitive advantage combined with an attractive valuation. A sustainable competitive advantage may be derived from a unique product or service offering, a capable and experienced management team, and financial flexibility in allocating capital.
Through the use of both qualitative and quantitative evaluation, the subadviser seeks securities that it believes meet the specific criteria of one of three investment categories:
n |
Leaders (historically leading market share and above average profitability) |
n |
Laggards (failed to create value in recent years, but have the potential for significant gains in profitability as new or reinvigorated management seeks to restructure operations) |
n |
Innovators (commitment to the introduction of new or innovative products or services) |
The Fund may invest in real estate investment trusts (REITs), foreign securities (directly and through depositary receipts), convertible preferred stocks, convertible bonds, securities outside the small-cap range and cash-equivalent securities.
To manage risk, the subadviser limits position sizes, diversifies across market sectors and adheres to a strong sell discipline.
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Prospectus | 30
Convertible Securities Risk. Convertible preferred securities, which are convertible into shares of the issuers common stock and pay regular dividends, and convertible bonds, which are convertible into shares of the issuers common stock and bear interest, are subject to the risks of equity securities and fixed income securities. The lower the conversion premium, the more likely the price of the convertible security will follow the price of the underlying common stock. Conversely, higher premium convertible securities are more likely to exhibit the behavior of bonds because the likelihood of conversion is lower, which may cause their prices to fall as interest rates rise.
The value of a convertible security is also affected by the credit quality of the issuer and any call provisions. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments or that the issuer of a convertible bond will not be able to make principal and/or interest payments.
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held by the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
REIT Risk. Securities of REITs may be affected by changes in the values of their underlying properties. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, which may be subject to defaults by borrowers and self-liquidations. Some REITs may have limited diversification and may be subject to risks inherent in investments in a limited number of properties, in a narrow geographic area, or in a single property type. Real estate prices are also affected by general economic conditions. When growth is slowing, demand for property decreases and prices and rents may decline. High or rising interest rates, which result in high or rising mortgage and financing costs, may restrain buying and selling activity, reducing the appeal of real estate investments. Distributions from REITs generally are taxed as ordinary income for federal income tax purposes.
Small-Cap Company Risk. Investing in securities of small-cap companies may involve greater risks than investing in securities of larger, more established companies. Small-cap companies generally have limited product lines, markets, and financial resources. Their securities may trade less frequently and in limited volumes than the securities of larger, more established companies. Also, small-cap companies are typically subject to greater changes in earnings and business prospects than larger companies. As a result, their stock prices may experience greater volatility and may decline more than large-cap companies in market downturns.
Style Risk. The subadvisers stock selection strategy includes both value and growth factors. During periods when value investing significantly outperforms growth investing, or during periods when growth investing significantly outperforms value investing, the Fund may underperform funds that exclusively employ the favored investing style.
Prospectus | 31
FUND PERFORMANCE
The bar chart shows how the performance of the Class N shares of the Fund has varied from year to year over the periods shown. Class N shares and Class I shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of the Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
The following table indicates how the Funds average annual returns for different calendar periods compared to the returns of a broad-based securities market index.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/TAMRO Small Cap Fund | ||||||||||||||||
1 Year | 5 Years | 10 Years | Since Inception | |||||||||||||
Class N Shares (Inception 11/30/00): | ||||||||||||||||
Return Before Taxes |
[ ] | % | [ ] | [ ] | % | [ ] | % | |||||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Class I Shares (Inception 1/04/05): | ||||||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | N/A | [ ] | % | |||||||||
Russell 2000 Index (Reflects no deduction for taxes, expenses or fees. Index return for Class I shares, since inception, computed from December 31, 2004, is [ ]%.) | [ ] | % | [ ] | % | [ ] | % | [ ] | % |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sales of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class N shares. After-tax returns for Class I shares will vary .
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. TAMRO Capital Partners LLC (TAMRO) serves as the subadviser to the Fund.
Mr. Philip D. Tasho, CFA, Chief Executive Officer and Chief Investment Officer of TAMRO, and Mr. Timothy A. Holland, CFA, a principal of TAMRO, serve as Portfolio Managers of the Fund. Mr. Tasho has served as Portfolio Manager of the Fund since November 2000. Mr. Holland has served as Portfolio Manager of the Fund since February 2010.
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
Prospectus | 32
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 33
INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital appreciation.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 1.00 | % | 1.00 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | [ ] | % | [ ] | % | ||||
Acquired Fund Fees and Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5% and operating expenses remained the same.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
Under normal conditions, the Fund invests at least 80% of its assets in common stocks and other equity securities of small and mid-cap companies that the subadviser believes are undervalued. The Fund considers companies with market capitalizations below $6 billion at the time of acquisition to be small- and mid-cap. Value investing involves buying stocks that the subadviser believes are out of favor and/or undervalued in comparison to their peers or their prospects for growth. The Fund may also invest in common stock of companies with market capitalizations that exceed $6 billion, real estate investment trusts (REITs), convertible preferred stocks and foreign securities (directly and through depositary receipts).
Using systematic and dynamic internal research, the subadviser narrows the field of small- and mid-cap companies into a more refined working universe. The subadviser then employs a value-driven, bottom-up fundamental approach that seeks to identify certain characteristics including:
n |
Priced at a discount to absolute value |
n |
Attractive business model |
n |
Shareholder-oriented management |
n |
Financial strength |
n |
Undiscovered, underfollowed or misunderstood companies |
To manage risk, the subadviser employs a strategy of balanced diversification, and adheres to a structured sell discipline.
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Convertible Securities Risk. Convertible preferred securities, which are convertible into shares of the issuers common stock and pay regular dividends, are subject to the risks of equity securities and fixed income securities. The lower the conversion premium, the more likely the price of the convertible security will follow the price of the underlying common stock. Conversely, higher premium convertible securities are more likely to exhibit the behavior of bonds because the likelihood of conversion is lower, which may cause their prices to fall as interest rates rise.
Prospectus | 34
The value of a convertible security is also affected by the credit quality of the issuer and any call provisions. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments.
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held by the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
REIT Risk. Securities of REITs may be affected by changes in the values of their underlying properties. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, which may be subject to defaults by borrowers and self-liquidations. Some REITs may have limited diversification and may be subject to risks inherent in investments in a limited number of properties, in a narrow geographic area, or in a single property type. Real estate is also affected by general economic conditions. When growth is slowing, demand for property decreases and prices and rents may decline. High or rising interest rates, which result in high or rising mortgage and financing costs, may restrain buying and selling activity, reducing the appeal of real estate investments. Distributions from REITs generally are taxed as ordinary income for federal income tax purposes.
Small-Cap and Mid-Cap Company Risk. Investing in securities of small-cap and mid-cap companies may involve greater risks than investing in securities of larger, more established companies. Small-cap and mid-cap companies generally have limited product lines, markets, and financial resources. Their securities may trade less frequently and in more limited volumes than the securities of larger, more established companies. Also, small-cap and mid-cap companies are typically subject to greater changes in earnings and business prospects than larger companies. As a result, their stock prices may experience greater volatility and may decline more than those of large-cap companies in market downturns.
Value Style Risk. Value investing involves buying stocks that the subadviser believes are out of favor and/or undervalued in comparison to their peers or their prospects for growth. Typically, the valuation levels of value stocks are less than those of growth stocks. Because different types of stocks go in and out of favor with prevailing market and economic conditions, the Funds performance may be adversely affected when value stocks underperform.
FUND PERFORMANCE
The bar chart shows how the performance of the Class N shares of the Fund has varied from year to year over the periods shown. Class N shares and Class I shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
Prospectus | 35
The following table indicates how the Funds average annual returns for different calendar periods compared to the returns of broad-based securities market indices.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/River Road Select Value Fund | ||||||||||||
1 Year | 5 Years | Since Inception | ||||||||||
Class N Shares (Inception 3/29/07): | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Class I Shares (Inception 6/28/07): | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Russell 2500 Value Index (Reflects no deduction for taxes, expenses or fees. Index return since inception for Class N shares is computed from March 31, 2007. Index return for Class I shares, since inception, computed from June 30, 2007, is [ ]%.) | [ ] | % | [ ] | % | [ ] | % | ||||||
Russell 2000 Value Index (Reflects no deduction for taxes, expenses or fees. Index return since inception for Class N shares is computed from March 31, 2007. Index return for Class I shares, since inception, computed from June 30, 2007, is [ ]%.) | [ ] | % | [ ] | % | [ ] | % |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sales of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class N shares. After-tax returns for Class I shares will vary.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. River Road Asset Management, LLC (River Road) serves as the subadviser to the Fund.
Mr. James C. Shircliff, CFA, Chief Investment Officer of River Road, Mr. R. Andrew Beck, CEO and President of River Road, and Mr. J. Justin Akin, a River Road portfolio manager, serve as Portfolio Managers for the Fund. Mr. Shircliff and Mr. Beck have served as Portfolio Managers since March 2007. Mr. Akin has served as Portfolio Manager since March 2012.
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 36
INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital appreciation.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 0.90 | % | 0.90 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | [ ] | % | [ ] | % | ||||
Acquired Fund Fees and Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5% and operating expenses remained the same.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
Under normal conditions, the Fund invests at least 80% of its assets in common stocks and other equity securities of small-cap companies that the subadviser believes are undervalued. Value investing involves buying stocks that are out of favor and/or undervalued in comparison to their peers or their prospects for growth. The Fund considers companies with market capitalizations below $3 billion at the time of acquisition to be small-cap. The Fund may also invest in mid-cap stocks, which the Fund considers to be companies with market capitalizations between $3 billion and $6 billion at the time of acquisition. The Fund may also invest in real estate investment trusts (REITs), convertible preferred stocks, convertible bonds, investment companies (such as exchange-traded funds (ETFs) and closed-end funds) and foreign securities (directly and through depositary receipts). Using systematic and dynamic internal research, the subadviser narrows the field of small-cap and mid-cap companies into a more refined working universe. The subadviser employs a value-driven, bottom-up fundamental approach that seeks to identify certain characteristics including:
n |
Priced at a discount to absolute value |
n |
Attractive business model |
n |
Shareholder-oriented management |
n |
Financial strength |
n |
Undiscovered, underfollowed or misunderstood companies |
To manage risk, the subadviser employs a strategy of balanced diversification, and adheres to a structured sell discipline.
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Convertible Securities Risk. Convertible preferred securities, which are convertible into shares of the issuers common stock and pay regular dividends, and convertible bonds, which are convertible into shares of the issuers common stock and bear interest, are subject to the risks of equity securities and fixed income securities. The lower the conversion premium, the more likely the price of the convertible security will follow the price of the underlying common stock. Conversely, higher premium convertibles are more likely to exhibit the behavior of bonds because the likelihood of conversion is lower, which may cause their prices to fall as interest rates rise.
Prospectus | 37
The value of a convertible security is also affected by the credit quality of the issuer and any call provisions. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments or that the issuer of a convertible bond will not be able to make principal and/or interest payments.
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held by the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
Investment Company Risk. The Fund may invest in securities of other investment companies, including ETFs, open-end funds and closed-end funds. The risks of investing in other investment companies typically reflect the risks of the types of securities in which those investment companies invest. Investments in ETFs and closed-end funds are subject to the additional risk that shares of the fund may trade at a premium or discount to their net asset value per share. When the Fund invests in another investment company, shareholders of the Fund bear their proportionate share of the other investment companys fees and expenses as well as their share of the Funds fees and expenses.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
REIT Risk. Securities of REITs may be affected by changes in the values of their underlying properties. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, which may be subject to defaults by borrowers and self-liquidations. Some REITs may have limited diversification and may be subject to risks inherent in investments in a limited number of properties, in a narrow geographic area, or in a single property type. Real estate prices are also affected by general economic conditions. When growth is slowing, demand for property decreases and prices and rents may decline. High or rising interest rates, which result in high or rising mortgage and financing costs, may restrain buying and selling activity, reducing the appeal of real estate investments. Distributions from REITs generally are taxed as ordinary income for federal income tax purposes.
Small-Cap and Mid-Cap Company Risk. Investing in securities of small-cap and mid-cap companies may involve greater risks than investing in securities of larger, more established companies. Small-cap and mid-cap companies generally have limited product lines, markets, and financial resources. Their securities may trade less frequently and in more limited volumes than the securities of larger, more established companies. Also, small-cap and mid-cap companies are typically subject to greater changes in earnings and business prospects than larger companies. As a result, their stock prices may experience greater volatility and may decline more than those of large-cap companies in market downturns.
Value Style Risk. Value investing involves buying stocks that the subadviser believes are out of favor and/or undervalued in comparison to their peers or their prospects for growth. Typically, the valuation levels of value stocks are less than those of growth stocks. Because different types of stocks go in and out of favor with prevailing market and economic conditions, the Funds performance may be adversely affected when value stocks underperform.
Prospectus | 38
FUND PERFORMANCE
The bar chart shows how the performance of the Class N shares of the Fund has varied from year to year over the periods shown. Class N shares and Class I shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of the Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
The following table indicates how the Funds average annual returns for different calendar periods compared to the returns of a broad-based securities market index.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/River Road Small Cap Value Fund | ||||||||||||
1 Year | 5 Years | Since Inception | ||||||||||
Class N Shares (Inception 6/28/05): | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Class I Shares (Inception 12/13/06): | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Russell 2000 Value Index (Reflects no deduction for taxes, expenses or fees. Index return since inception for Class N shares is computed from June 30, 2005. Index return for Class I shares, since inception, computed from November 30, 2006, is [ ]%.) | [ ] | % | [ ] | % | [ ] | % |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sales of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class N shares. After-tax returns for Class I shares will vary .
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. River Road Asset Management, LLC (River Road) serves as the subadviser to the Fund.
Mr. James C. Shircliff, CFA, Chief Investment Officer of River Road, Mr. R. Andrew Beck, CEO and President of River Road, and Mr. J. Justin Akin, a River Road portfolio manager, serve as the Funds Portfolio Managers. Mr. Shircliff and Mr. Beck have served as Portfolio Managers since June 2005. Mr. Akin has served as Portfolio Manager since March 2012.
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
Prospectus | 39
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 40
INVESTMENT OBJECTIVE
The Fund seeks to provide long-term total return.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 1.00 | % | 1.00 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | [ ] | % | [ ] | % | ||||
Acquired Fund Fees and Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % | ||||
Fee Waiver and/or Expense Reimbursement (a) |
[ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (a)(b) | [ ] | % | [ ] | % |
(a) | The investment adviser is contractually obligated to waive management fees and/or reimburse ordinary operating expenses, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, through February 29, 2016, to the extent that operating expenses exceed 1.42% of the Funds average daily net assets with respect to Class N shares and 1.17% of the Funds average daily net assets with respect to Class I shares (the Operating Expense Limit). Prior to February 29, 2016, the arrangement may be amended or terminated for a class only by a vote of the Board of Trustees of Aston Funds. For a period of up to three years from the end of the fiscal year during which fees are waived or expenses are reimbursed, the investment adviser is entitled to be reimbursed by the Fund for such fees waived and expenses reimbursed from the commencement of operations through the completion of the first three full fiscal years to the extent that the Total Annual Operating Expenses for the class, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, remain at or below the Operating Expense Limit after such reimbursement. |
(b) | [The ratio of expenses to average net assets excludes earnings credits of 0.01%, which are included in the ratio of expenses to average net assets in the Funds most recent annual report. ] |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5%, operating expenses remained the same, and expenses were capped for one year in each period.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
The Fund invests in common stocks and other equity securities that the subadviser believes are undervalued. Under normal circumstances, the Fund typically invests in companies with market capitalizations between $100 million and $5 billion at the time of acquisition. The Funds equity investments consist primarily of common stock but may also include other types of equity such as preferred stock, convertible preferred stocks, convertible bonds, foreign securities, and real estate investment trusts (REITs). Cash is a residual of the investment process. When the subadviser is unable to find investment opportunities that meet the Funds criteria, the Fund may have significant (more than 50%) cash balances for sustained periods. The subadviser employs a value driven, bottom-up fundamental approach that seeks to identify companies with certain characteristics including:
n |
Priced at a discount to absolute value |
n |
Considered high quality by the portfolio manager |
n |
Strong balance sheet or consistent free cash flow |
n |
Valuation confidence |
The subadviser generally emphasizes a high quality portfolio and seeks absolute return while minimizing downside portfolio risk. As a result, the Funds performance may vary significantly from its benchmark index. To manage risk, the subadviser adheres to a structured sell discipline.
Prospectus | 41
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Convertible Securities Risk. Convertible preferred securities, which are convertible into shares of the issuers common stock and pay regular dividends, and convertible bonds, which are convertible into shares of the issuers common stock and bear interest, are subject to the risks of equity securities and fixed income securities. The lower the conversion premium, the more likely the price of the convertible security will follow the price of the underlying common stock. Conversely, higher premium convertible securities are more likely to exhibit the behavior of bonds because the likelihood of conversion is lower, which may cause their prices to fall as interest rates rise.
The value of a convertible security is also affected by the credit quality of the issuer and any call provisions. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments or that the issuer of a convertible bond will not be able to make principal and/or interest payments.
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held in the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
[Portfolio Turnover Risk. Frequent trading of the Funds portfolio holdings may result in a higher than average level of capital gains, including short-term capital gains, and will result in greater transaction costs to the Fund. To the extent distributions to shareholders are made from net short-term capital gains (i.e., net capital gain on securities held or treated as held by the Fund for one year or less minus any net capital losses on securities held or treated as held by the Fund for more than one year), the distributions will be taxed at ordinary income rates for federal income tax purposes, rather than at the lower long-term capital gains rates. Greater transaction costs and higher expenses as a result of portfolio turnover can negatively impact the Funds performance.]
REIT Risk. Securities of REITs may be affected by changes in the values of their underlying properties. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, which may be subject to defaults by borrowers and self-liquidations. Some REITs may have limited diversification and may be subject to risks inherent in investments in a limited number of properties, in a narrow geographic area, or in a single property type. Real estate prices are also affected by general economic conditions. When growth is slowing, demand for property decreases and prices and rents may decline. High or rising interest rates, which result in high or rising mortgage and financing costs, may restrain buying and selling activity, reducing the appeal of real estate investments. Distributions from REITs generally are taxed as ordinary income for federal income tax purposes.
Small-Cap Company Risk. Investing in securities of small-cap companies may involve greater risks than investing in securities of larger, more established companies. Small-cap companies generally have limited product lines, markets and financial resources. Their securities may trade less frequently and in limited volumes than the securities of larger, more established companies. Also, small-cap companies are typically subject to greater changes in earnings and business prospects than larger companies. As a result, their stock prices may experience greater volatility and may decline more than large-cap companies in market downturns.
Value Style Risk. Value investing involves buying stocks that the subadviser believes are out of favor and/or undervalued in comparison to their peers or their prospects for growth. Typically, the valuation levels of value stocks are less than those of growth stocks. Because different types of stocks go in and out of favor with prevailing market and economic conditions, the Funds performance may be adversely affected when value stocks underperform.
Prospectus | 42
FUND PERFORMANCE
The bar chart shows how the performance of the Class N shares of the Fund has varied from year to year for the periods shown. Class N shares and Class I shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of the Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
The following table indicates how the Funds average annual returns for different calendar periods compared to the returns of a broad-based securities market index.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/River Road Independent Value Fund | ||||||||
1 Year | Since Inception | |||||||
Class N Shares (Inception 12/31/10): | ||||||||
Return Before Taxes |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | ||||
Class I Shares (Inception 6/1/2011): | ||||||||
Return Before Taxes |
[ ] | % | [ ] | % | ||||
Russell 2000 Value Index (Reflects no deduction for taxes, expenses or fees. Index return for Class I shares, since inception, computed from May 31, 2011, is [ ]%.) | [ ] | % | [ ] | % |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sales of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class N shares. After-tax returns for Class I shares will vary .
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. River Road Asset Management, LLC (River Road) serves as the subadviser to the Fund.
Mr. Eric Cinnamond, CFA, Vice President of River Road and portfolio manager of River Roads Independent Value Strategy, has served as the Portfolio Manager since the Funds inception in December 2010.
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
Prospectus | 43
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 44
INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital appreciation.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 1.00 | % | 1.00 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | [ ] | % | [ ] | % | ||||
Acquired Fund Fees and Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % | ||||
Fee Waiver and/or Expense Reimbursement (a) |
[ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (a) | [ ] | % | [ ] | % |
(a) |
The investment adviser is contractually obligated to waive management fees and/or reimburse ordinary operating expenses, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, through February 29, 2016, to the extent that operating expenses exceed 1.35% of the Funds average daily net assets with respect to Class N shares and 1.10% of the Funds average daily net assets with respect to Class I shares (the Operating Expense Limit). Prior to February 29, 2016, the arrangement may be amended or terminated for a class only by a vote of the Board of Trustees of Aston Funds. For a period of up to three years from the end of the fiscal year during which fees are waived or expenses are reimbursed, the investment adviser is entitled to be reimbursed by the Fund for such fees waived and expenses reimbursed from commencement of operations through the completion of the first three full fiscal years to the extent that the Funds Total Annual Operating Expenses for a class, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, remain at or below the Operating Expense Limit after such reimbursement. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5%, operating expenses remained the same, and expenses were capped for one year in each period.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
Under normal circumstances, the Fund invests at least 80% of its assets in common stocks and other equity securities of small-cap companies. The Fund defines a small-cap company as one with a market capitalization below $5 billion at the time of acquisition. The subadviser seeks to achieve above average risk-adjusted returns by identifying unrecognized growth potential. The subadviser utilizes a fundamental bottom-up security selection process to identify characteristics such as: revenue growth, margin expansion, surprise potential and strong balance sheets. The focus of the fundamental research process is to confirm that the growth is durable and sustainable, as well as to conduct due diligence on the key drivers of each security. The final step in the process applies a valuation framework to each security that meets the criteria of the fundamental research process.
The Fund may also invest in real estate investment trusts (REITs), exchange-traded funds (ETFs), exchange-traded notes (ETNs), foreign securities through depositary receipts, and mid-cap stocks, including companies with a market capitalization up to $10 billion at the time of acquisition.
To manage risk, the subadviser limits position sizes, employs a strategy of diversification, and adheres to a structured sell discipline based on fundamental drivers and company valuations.
Prospectus | 45
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Exchange-Traded and Closed-End Fund Risk. The risks of investing in other investment companies typically reflect the risks of the types of securities in which those funds invest. Investments in ETFs and closed-end funds are subject to the additional risk that their shares may trade at a premium or discount to their net asset value per share. There may also not be an active trading market available for shares of some ETFs or closed-end funds. Additionally, trading of ETF and closed-end fund shares may be halted or delisted by the listing exchange. When the Fund invests in an ETF or closed-end fund, shareholders of the Fund bear their proportionate share of the other investment companys fees and expenses as well as their share of the Funds fees and expenses.
Exchange-Traded Note Risk. The returns of ETNs are based on the performance of a specified market index minus applicable fees. The risks of ETNs include the risks that may affect the value of the reference index. The value of an ETN is also subject to the credit risk of the issuer. Thus, the value of an ETN may drop due to a decline in an issuers credit quality or a downgrade in the issuers credit rating, even if there is no change or an increase in the reference index. ETNs are subject to the additional risk that notes may trade at a premium or discount to their reference indices. There may also not be an active trading market available for some ETNs. Additionally, trading of ETNs may be halted or delisted by the listing exchange. When the Fund invests in an ETN, shareholders of the Fund bear their proportionate share of the ETNs fees and expenses as well as their share of the Funds fees and expenses.
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held in the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
Growth Style Risk. Growth investing involves buying stocks of companies that the subadviser believes offer above-average growth potential. These stocks may have relatively high valuations, as measured by traditional valuation metrics (e.g., price-to-earnings ratios or price-to-book ratios). Growth stocks may be more volatile than other stocks because they are generally more sensitive to investor perceptions and market moves. Because different types of stocks go in and out of favor with prevailing market and economic conditions, the Funds performance may be adversely affected when growth stocks underperform.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
[Portfolio Turnover Risk. Frequent trading of the Funds portfolio holdings may result in a higher than average level of capital gains, including short-term capital gains, and will result in greater transaction costs to the Fund. To the extent distributions to shareholders are made from net short-term capital gains (i.e., net capital gain on securities held or treated as held by the Fund for one year or less minus any net capital losses on securities held or treated as held by the Fund for more than one year), the distributions will be taxed at ordinary income rates for federal income tax purposes, rather than at the lower long-term capital gains rates. Greater transaction costs and higher expenses as a result of portfolio turnover can negatively impact the Funds performance.]
REIT Risk. Securities of REITs may be affected by changes in the values of their underlying properties. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, which may be subject to defaults by borrowers and self-liquidations. Some REITs may have limited diversification and may be subject to risks inherent in investments in a limited number of properties, in a narrow geographic area, or in a single property type. Real estate prices are also affected by general economic conditions. When growth is slowing, demand for property decreases and prices and rents may decline. High or rising interest rates, which result in high or rising mortgage and financing costs, may restrain buying and selling activity, reducing the appeal of real estate investments. Distributions from REITs generally are taxed as ordinary income for federal income tax purposes.
Small-Cap and Mid-Cap Company Risk. Investing in securities of small-cap and mid-cap companies may involve greater risks than investing in securities of larger, more established companies. Small-cap and mid-cap companies generally have limited product lines, markets, and financial resources. Their securities may trade less frequently and in more limited volumes than the securities of larger, more established companies. Also, small-cap and mid-cap companies are typically subject to greater changes in earnings and business prospects than larger companies. As a result, their stock prices may experience greater volatility and may decline more than those of large-cap companies in market downturns.
Prospectus | 46
FUND PERFORMANCE
The bar chart shows how the performance of the Class N shares of the Fund has varied from year to year over the periods shown. Class N shares and Class I shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of the Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
The following table indicates how the Funds average annual returns for different calendar periods compared to the returns of a broad-based securities market index.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/LMCG Small Cap Growth Fund | ||||||||
1 Year | Since Inception | |||||||
Class N Shares (Inception 11/03/10): | ||||||||
Return Before Taxes |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | ||||
Class I Shares (Inception 6/1/11): | ||||||||
Return Before Taxes |
[ ] | % | [ ] | % | ||||
Russell 2000 Growth Index (Reflects no deduction for taxes, expenses or fees. Index return since inception for Class N shares is computed from October 31, 2010. Index return for Class I shares, since inception, computed from May 31, 2011, is [ ]%.) | [ ] | % | [ ] | % |
As of February 28, 2013, the Fund changed its name from ASTON Small Cap Growth Fund to ASTON/LMCG Small Cap Growth Fund. As of February 17, 2012, the Fund changed its name from ASTON/Crosswind Small Cap Growth Fund to ASTON Small Cap Growth Fund and LMCG Investments, LLC, (LMCG) (formerly, Lee Munder Capital Group, LLC) became the subadviser. Performance prior to that date reflects the performance of a previous subadviser. However, Mr. Morey has served as the Funds Portfolio Manager since the Funds inception.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sales of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class N shares. After-tax returns for Class I shares will vary.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. LMCG serves as the subadviser to the Fund.
Mr. Andrew Morey, CFA, lead portfolio manager for LMCGs small and small/mid-cap investment strategies, has served as the Funds Portfolio Manager since the Funds inception in November 2010.
Prospectus | 47
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 48
INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital appreciation.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 1.00 | % | 1.00 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | [ ] | % | [ ] | % | ||||
Acquired Fund Fees and Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % | ||||
Fee Waiver and Expense Reimbursement (a) |
[ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (a) | [ ] | % | [ ] | % |
(a) | The investment adviser is contractually obligated to waive management fees and/or reimburse ordinary operating expenses, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, through February 29, 2016, to the extent that operating expenses exceed 1.40% of the Funds average daily net assets with respect to Class N shares and 1.15% of the Funds average daily net assets with respect to Class I shares (the Operating Expense Limit). Prior to February 29, 2016, the arrangement may be amended or terminated for a class only by a vote of the Board of Trustees of Aston Funds. For a period of up to three years from the end of the fiscal year during which fees are waived or expenses are reimbursed, the investment adviser is entitled to be reimbursed by the Fund for such fees waived and expenses reimbursed from the commencement of operations through the completion of the first three full fiscal years to the extent that the Total Annual Operating Expenses for a class, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, remain at or below the Operating Expense Limit after such reimbursement. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5%, operating expenses remained the same and expenses were capped for one year in each period.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
Under normal circumstances, the Fund invests at least 80% of its assets in common stocks and other equity securities of small-cap companies. The Fund considers companies with market capitalizations below $3 billion at the time of acquisition to be small-cap. The subadviser invests in companies that it believes to be undervalued at the time of purchase. These companies typically possess, in the opinion of the subadviser, one or more of the following attributes:
n |
Business that results in relatively consistent longer-term earning and cash flow growth |
n |
Franchise/asset value that may make the company attractive to potential acquirers |
n |
Cyclically depressed earnings and/or cash flow that has potential for improvement |
n |
A catalyst that will promote recognition of the companys undervalued status |
The Fund may also invest in securities of companies outside the small-cap range, preferred stock, convertible preferred stocks, convertible bonds and real estate investment trusts (REITs). The subadviser employs a strategy of diversification, and adheres to a structured sell discipline.
Prospectus | 49
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Convertible Securities Risk. Convertible preferred securities, which are convertible into shares of the issuers common stock and pay regular dividends, and convertible bonds, which are convertible into shares of the issuers common stock and bear interest, are subject to the risks of equity securities and fixed income securities. The lower the conversion premium, the more likely the price of the convertible security will follow the price of the underlying common stock. Conversely, higher premium convertible securities are more likely to exhibit the behavior of bonds because the likelihood of conversion is lower, which may cause their prices to fall as interest rates rise.
The value of a convertible security is also affected by the credit quality of the issuer and any call provisions. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments or that the issuer of a convertible bond will not be able to make principal and/or interest payments.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
REIT Risk. Securities of REITs may be affected by changes in the values of their underlying properties. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, which may be subject to defaults by borrowers and self-liquidations. Some REITs may have limited diversification and may be subject to risks inherent in investments in a limited number of properties, in a narrow geographic area, or in a single property type. Real estate prices are also affected by general economic conditions. When growth is slowing, demand for property decreases and prices and rents may decline. High or rising interest rates, which result in high or rising mortgage and financing costs, may restrain buying and selling activity, reducing the appeal of real estate investments. Distributions from REITs generally are taxed as ordinary income for federal income tax purposes.
Small-Cap and Mid-Cap Company Risk. Investing in securities of small-cap and mid-cap companies may involve greater risks than investing in securities of larger, more established companies. Small-cap and mid-cap companies generally have limited product lines, markets, and financial resources. Their securities may trade less frequently and in more limited volumes than the securities of larger, more established companies. Also, small-cap and mid-cap companies are typically subject to greater changes in earnings and business prospects than larger companies. As a result, their stock prices may experience greater volatility and may decline more than those of large-cap companies in market downturns.
Value Style Risk. Value investing involves buying stocks that the subadviser believes are out of favor and/or undervalued in comparison to their peers or their prospects for growth. Typically, the valuation levels of value stocks are less than those of growth stocks. Because different types of stocks go in and out of favor with prevailing market and economic conditions, the Funds performance may be adversely affected when value stocks underperform.
FUND PERFORMANCE
The bar chart shows how the performance of the Class N shares of the Fund has varied from year to year for the periods shown. Class N shares and Class I shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of the Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
Prospectus | 50
The following table indicates how the Funds average annual returns for different calendar periods compared to the returns of a broad-based securities market index.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/Silvercrest Small Cap Fund | ||||||||
1 Year | Since Inception | |||||||
Class N Shares (Inception 12/27/11): | ||||||||
Return Before Taxes |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | ||||
Class I Shares (Inception 12/27/11): | ||||||||
Return Before Taxes |
[ ] | % | [ ] | % | ||||
Russell 2000 Value Index (Reflects no deduction for taxes, expenses or fees. Index return since inception for Class N and Class I shares is computed from December 31, 2011.) | [ ] | % | [ ] | % |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sales of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class N shares. After-tax returns for Class I shares will vary.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. Silvercrest Asset Management Group LLC (Silvercrest) serves as the subadviser to the Fund.
Mr. Roger W. Vogel, CFA, a Managing Director of Silvercrest and lead portfolio manager of Silvercrests small-cap investment strategy, has served as the Funds Portfolio Manager since the Funds inception in December 2011.
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 51
INVESTMENT OBJECTIVE
The Fund seeks to maximize total return.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 0.55 | % | 0.55 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | [ ] | % | [ ] | % | ||||
Acquired Fund Fees and Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % | ||||
Fee Waiver and Expense Reimbursement (a) |
[ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (a) | [ ] | % | [ ] | % |
(a) | The investment adviser is contractually obligated to waive management fees and/or reimburse ordinary operating expenses, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, through February 29, 2016, to the extent that operating expenses exceed 0.94% of the Funds average daily net assets with respect to Class N shares and 0.69% of the Funds average daily net assets with respect to Class I shares (the Operating Expense Limit). Prior to February 29, 2016, the arrangement may be amended or terminated for a class only by a vote of the Board of Trustees of Aston Funds. For a period of up to three years from the end of the fiscal year during which fees are waived or expenses are reimbursed, the investment adviser is entitled to be reimbursed by the Fund for such fees waived and expenses reimbursed from the commencement of operations through the completion of the first three full fiscal years to the extent that the Total Annual Operating Expenses for a class, not including investment-related cost (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, remain at or below the Operating Expense Limit after such reimbursement. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5%, operating expenses remained the same, and expenses were capped for one year in each period.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
Under normal circumstances, the Fund invests at least 80% of its assets in fixed income securities. Fixed income securities include, but are not limited to, securities issued or guaranteed by the U.S. government or its agencies, instrumentalities or sponsored corporations; agency mortgage-backed securities; non-agency mortgage-backed securities; commercial mortgage-backed securities; asset-backed securities; foreign and domestic corporate bonds; fixed income securities issued by corporations and governments in foreign countries including emerging markets; securities issued by municipalities; and other securities bearing fixed interest rates of any maturity.
The Fund may invest without limit in below investment grade securities (commonly known as junk bonds). The subadviser allocates below investment grade securities broadly by industry and issuer in an attempt to reduce the impact of negative events on an industry or issuer. Below investment grade securities are instruments that are rated BB+ or lower by S&P, rated Ba1 or lower by Moodys, or the equivalent by any other nationally recognized statistical rating organization (NRSRO), or if unrated, of comparable quality in the opinion of the subadviser.
The Fund may also invest in inverse floaters, interest-only and principal-only securities. In addition, the Fund may invest in senior bank loans and assignments, currently through other investment companies advised by DoubleLine Capital LP (DoubleLine), the Funds subadviser.
The subadviser actively manages the portfolios asset class exposure using a top-down approach based on analysis of sector fundamentals. Primary sectors include government/municipals, high yield, global developed credit, international sovereign debt, emerging markets, and mortgage- and asset-backed. The subadviser will rotate portfolio assets among sectors in various markets to attempt to maximize return. Individual securities within asset classes are selected using a bottom up approach.
Prospectus | 52
The subadviser uses a controlled risk approach which includes consideration of:
n |
Security selection within a given asset class |
n |
Relative performance of the various market sectors and asset classes |
n |
The shape of the yield curve |
n |
Fluctuations in the overall level of interest rates |
The subadviser also monitors the duration of the securities held by the Fund to seek to mitigate exposure to interest rate risk. Under normal circumstances, the subadviser seeks to maintain an investment portfolio with a weighted average effective duration of no less than two years and no more than eight years. The duration of the Funds portfolio may vary materially from its target, from time to time, and there is no assurance that the duration of the Funds portfolio will meet its target.
Portfolio securities may be sold at any time. Sales may occur when the subadviser perceives deterioration in the credit fundamentals of the issuer, believes there are negative macro political considerations that may affect the issuer, determines to take advantage of a better investment opportunity, or the individual security has reached the subadvisers sell target.
The Funds investment strategies may result in a high portfolio turnover.
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Affiliated Fund Risk. The subadviser is subject to a potential conflict of interest in determining whether to invest in an underlying fund managed by the subadviser, and the subadviser may have an economic or other incentive to make or retain an investment in an affiliated fund in lieu of other investments that may also be appropriate for the Fund.
Asset-Backed and Mortgage-Backed Securities Risks. Asset-backed and mortgage-backed securities are subject to the risk of prepayment. This is more likely to occur when interest rates decline because many borrowers refinance mortgages and other loans to take advantage of more favorable rates. Prepayments on mortgage-backed securities are also affected by other factors, such as the volume of home sales. The Funds yield will be reduced if cash from prepaid securities is reinvested in securities with lower interest rates. The risk of prepayment may also decrease the value of mortgage-backed securities. Asset-backed securities may have a higher level of default and recovery risk than mortgage-backed securities. However, both of these types of securities may decline in value because of foreclosures or defaults on the underlying obligations.
Credit risk is greater for mortgage-backed securities that are subordinate to another security (i.e., if the holder of a mortgage-backed security is entitled to receive payments only after payment obligations to holders of the other security are satisfied). Mortgage-backed securities issued by private issuers, whether or not such obligations are subject to guarantees by the private issuer, may entail greater risk than mortgage-backed securities guaranteed by the U.S. government. During periods of financial stress the markets for asset-backed and mortgage-backed securities may experience significantly lower valuations and reduced liquidity.
Below Investment Grade (High Yield) Securities Risk. Bonds and other fixed income securities are rated by national ratings agencies. These ratings generally assess the ability of the issuer to pay principal and interest. Issuers of securities that are rated below investment grade (i.e., Ba1/BB+ or lower) and their unrated equivalents are typically in relatively poor financial health, and their ability to pay interest and principal is uncertain. Negative economic developments, or expectations of negative economic developments, may have a more significant impact on the prices of securities rated below investment grade than on the prices of higher rated or investment grade bonds and other fixed income securities. These securities are considered speculative and are commonly known as junk bonds.
Call Risk. Call risk is the possibility that an issuer may redeem a fixed income security before maturity (a call) at a price below its current market price. The increased likelihood of a call may reduce the securitys price. If a fixed income security is called, the Fund may have to reinvest the proceeds in other fixed income securities with lower interest rates, higher credit risks, or other less favorable characteristics.
Credit Risk. Credit risk (also called default risk) is the risk that the issuer of a security will not be able to make principal and interest payments on a debt issue on a timely basis or at all, which could result in losses to the Fund. The credit ratings of issuers could change and negatively affect the Funds share price or yield. When the Fund uses derivative instruments to seek credit exposure to underlying issuers, it is subject to the credit risk of both the underlying issuer(s) and the counterparty (typically a broker or bank) to the instrument.
Emerging Market Securities Risk. In addition to general foreign securities risks described below, investing in emerging market countries is subject to a number of risks, including:
n |
Economic structures that are less diverse and mature than those of developed countries |
n |
Less stable political systems and less developed legal systems |
n |
National policies that may restrict foreign investment |
n |
Wide fluctuations in the value of investments, possibly as a result of significant currency exchange rate fluctuations |
n |
Smaller securities markets making, investments less liquid |
n |
Special custody arrangements |
Prospectus | 53
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. These risks are heightened for issuers located in emerging markets. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held by the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
Investment Company Risk. The Fund may invest in securities of other investment companies, including ETFs, open-end funds and closed-end funds. The risks of investing in other investment companies typically reflect the risks of the types of securities in which those investment companies invest. Investments in ETFs and closed-end funds are subject to the additional risk that shares of the fund may trade at a premium or discount to their net asset value per share. When the Fund invests in another investment company, shareholders of the Fund bear their proportionate share of the other investment companys fees and expenses as well as their share of the Funds fees and expenses.
Interest Rate Risk. Fluctuations in prevailing interest rates directly affect the market prices of bonds. When market interest rates rise, bond prices fall. The longer the time to maturity of a bond, the more sensitive a bonds price will be to changes in interest rates. In other words, a long-term bond (e.g., 30-year maturity) will have greater price sensitivity than a short-term bond (e.g., 2-year maturity). Short-term and long-term bond prices and interest rates do not typically move the same amount or for the same reasons. Interest rate changes will impact high yield bonds in different ways depending on credit ratings. BB rated bonds are more vulnerable to prevailing rates and act more like their investment grade counterparts. For bonds rated B and below, credit risk is more significant than interest rate risk. The values of securities with variable interest rates are generally less sensitive to interest rate changes than those of fixed rate securities. However, variable rate securities may decrease in value if prevailing rates decrease or if variable rates do not rise as much as rates in general. The reduction or withdrawal of accommodative monetary policy and/or governmental intervention in securities markets may result in higher short-term or long-term interest rates in the future, which would have a negative impact on the prices of fixed income securities and, in turn, the Funds net asset value.
Inverse Floating Rate Securities Risk. Inverse floating rate securities (inverse floaters) are derivative debt instruments that pay interest at rates that generally vary inversely with specified short-term interest rates, meaning the interest payment received on inverse floaters generally will decrease when short-term interest rates increase. An investment in inverse floaters involves risks that are distinct from those presented by an investment in other debt securities. Inverse floaters are derivatives that involve leverage. Accordingly, an inverse floater will typically experience greater price volatility than a fixed-rate obligation of similar credit quality, which could magnify the Funds gains or losses. The markets for inverse floaters may be less developed and have less liquidity than the markets of more traditional fixed income securities. Inverse floaters have greater interest rate risk and a higher degree of volatility than more traditional fixed income securities. In addition, some inverse floaters display extreme sensitivity to changes in prepayments.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Municipal Securities Risk. Municipal securities are subject to risks based on many factors, including changes or proposed changes in the federal and state tax structure, regional economic and regulatory developments, court rulings and other factors. The value of municipal securities may be affected more by supply and demand factors or the creditworthiness of the issuer than by market interest rates. Repayment of municipal securities depends on the ability of the issuer or project backing such securities to generate taxes or revenues.
[Portfolio Turnover Risk. Frequent trading of the Funds portfolio holdings may result in a higher than average level of capital gains, including short-term capital gains, and will result in greater transaction costs to the Fund. To the extent distributions to shareholders are made from net short-term capital gains (i.e., net capital gain on securities held or treated as held by the Fund for one year or less minus any net capital losses on securities held or treated as held by the Fund for more than one year), the distributions will be taxed at ordinary income rates for federal income tax purposes, rather than at the lower long-term capital gains rates. Greater transaction costs and higher expenses as a result of portfolio turnover can negatively impact the Funds performance.]
Senior Loans Risk. Senior loans are typically not rated by a rating agency, registered with the Securities and Exchange Commission or any state securities commission or listed on any national securities exchange. Therefore, there may be less publicly available information about them than for registered or exchange-listed securities. An economic downturn generally leads to a higher delinquency rate, and a senior loan may lose significant value before a default occurs. In addition, any specific collateral used to secure a senior loan may decline in value or become illiquid, which would adversely affect the senior loans value. There can be no assurance that liquidation of such collateral would satisfy in full the borrowers obligation in the event of non-payment of scheduled interest or principal or that such collateral could be readily liquidated. No active trading market may exist for certain senior loans, which may impair the ability of a fund to realize full value in the event of the need to sell a senior loan and which may make it difficult to value senior loans.
Prospectus | 54
U.S. Government Agency Securities Risk. Certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury while others are supported only by the credit of the issuer or instrumentality. While the U.S. government has historically provided financial support to U.S. government-sponsored agencies or instrumentalities during times of financial stress, such as the various actions taken to stabilize the Federal National Mortgage Association and Federal Home Loan Mortgage Corporation during the credit crisis of 2008, no assurance can be given that it will do so in the future. Such securities are neither issued nor guaranteed by the U.S. Treasury.
FUND PERFORMANCE
The bar chart shows how the performance of the Class N shares of the Fund has varied from year to year for the periods shown. Class N shares and Class I shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of the Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
The following table indicates how the Funds average annual returns for different calendar periods compared to the returns of a broad-based securities market index.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/DoubleLine Core Plus Fixed Income Fund | ||||||||
1 Year | Since Inception | |||||||
Class N Shares (Inception 7/18/11): | ||||||||
Return Before Taxes |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | ||||
Class I Shares (Inception 7/18/11): | ||||||||
Return Before Taxes |
[ ] | % | [ ] | % | ||||
Barclays Capital U.S. Aggregate Bond Index (Reflects no deduction for taxes, expenses or fees. Index return since inception for Class N and Class I shares is computed from July 31, 2011.) | [ ] | % | [ ] | % |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sale of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class N shares. After-tax returns for Class I shares will vary.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. DoubleLine serves as the subadviser to the Fund.
Mr. Jeffrey E. Gundlach, founder and Chief Executive Officer of DoubleLine and lead portfolio manager of DoubleLines Core Plus Fixed Income investment strategy, has served as the Funds Lead Portfolio Manager since the Funds inception in July 2011. Mr. Philip A. Barach, President of DoubleLine, Ms. Bonnie Baha, CFA, a DoubleLine portfolio manager, and Ms. Luz M. Padilla, a DoubleLine portfolio manager, have served as Portfolio Managers for the Fund since its inception in July 2011.
Prospectus | 55
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 100,000 | $ | 50 |
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 56
INVESTMENT OBJECTIVE
The Fund seeks high current income consistent with prudent risk of capital.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 0.55 | % | 0.55 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | [ ] | % | [ ] | % | ||||
Acquired Fund Fees and Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % | ||||
Fee Waiver and Expense Reimbursement (a) |
[ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses After Fee Waiver and Reimbursement (a) | [ ] | % | [ ] | % |
(a) | The investment adviser is contractually obligated to waive management fees and/or reimburse ordinary operating expenses, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, through February 29, 2016, to the extent that operating expenses exceed 0.94% of the Funds average daily net assets with respect to Class N shares and 0.69% of the Funds average daily net assets with respect to Class I shares. Prior to February 29, 2016, the arrangement may be amended or terminated for a class only by a vote of the Board of Trustees of Aston Funds. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5%, operating expenses remained the same, and expenses were capped for one year in each period.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
Under normal conditions, the Fund invests at least 80% of its assets in bonds, primarily intermediate-term, investment-grade fixed income securities. The Fund may invest in securities of the U.S. government and its agencies, corporate notes and bonds, mortgage- and asset-backed securities and short-term money market instruments. The subadviser selects securities based on various methods of quantitative and fundamental analysis and research.
The subadviser seeks to maintain an average weighted portfolio maturity of three to ten years. The subadviser emphasizes investment-grade fixed income securities, but may invest in high yield securities. The Fund may use futures, swaps and other derivatives for hedging purposes, to manage portfolio duration or to seek total return. Derivatives are expected to consist primarily of futures contracts, interest rate swaps and credit default swaps. Derivatives may be used to hedge interest rate risk and credit risk. Derivatives also may be used to seek exposure to asset classes in which the Fund is authorized to invest. For example, derivatives may provide exposure to specific credits that are not available in the cash markets, or may provide more efficient access to such credits. Derivatives will not be used to seek exposure to asset classes that the Fund may not invest in directly. The net notional (or market exposure) of derivatives instruments will not exceed the assets of the Fund.
The Fund may invest in foreign securities.
The subadviser manages risk through ongoing monitoring of sector, quality and issuer exposures, and ongoing analysis of duration, convexity and maturity.
Prospectus | 57
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Asset-Backed and Mortgage-Backed Securities Risks. Asset-backed and mortgage-backed securities are subject to the risk of prepayment. This is more likely to occur when interest rates decline because many borrowers refinance mortgages and other loans to take advantage of more favorable rates. Prepayments on mortgage-backed securities are also affected by other factors, such as the volume of home sales. The Funds yield will be reduced if cash from prepaid securities is reinvested in securities with lower interest rates. The risk of prepayment may also decrease the value of mortgage-backed securities. Asset-backed securities may have a higher level of default and recovery risk than mortgage-backed securities. However, both of these types of securities may decline in value because of mortgage foreclosures or defaults on the underlying obligations.
Credit risk is greater for mortgage-backed securities that are subordinate to another security (i.e., if the holder of a mortgage-backed security is entitled to receive payments only after payment obligations to holders of the other security are satisfied). Mortgage-backed securities issued by private issuers, whether or not such obligations are subject to guarantees by the private issuer, may entail greater risk than mortgage-backed securities guaranteed by the U.S. government. During periods of financial stress the markets for asset-backed and mortgage-backed securities may experience significantly lower valuations and reduced liquidity.
Below Investment Grade (High Yield) Securities Risk. Bonds and other fixed income securities are rated by national ratings agencies. These ratings generally assess the ability of the issuer to pay principal and interest. Issuers of securities that are rated below investment grade (i.e., Ba1/BB+ or lower) and their unrated equivalents are typically in relatively poor financial health, and their ability to pay interest and principal is uncertain. Negative economic developments, or expectations of negative economic developments, may have a more significant impact on the prices of securities rated below investment grade than on the prices of higher rated or investment grade bonds and other fixed income securities. These securities are considered speculative and are commonly known as junk bonds.
Call Risk. Call risk is the possibility that an issuer may redeem a fixed income security before maturity (a call) at a price below its current market price. The increased likelihood of a call may reduce the securitys price. If a fixed income security is called, the Fund may have to reinvest the proceeds in other fixed income securities with lower interest rates, higher credit risks, or other less favorable characteristics.
Credit Risk. Credit risk (also called default risk) is the risk that the issuer of a security will not be able to make principal and interest payments on a debt issue on a timely basis or at all, which could result in losses to the Fund. The credit ratings of issuers could change and negatively affect the Funds share price or yield. When the Fund uses derivative instruments to seek credit exposure to underlying issuers, it is subject to the credit risk of both the underlying issuer(s) and the counterparty (typically a broker or bank) to the instrument.
Derivatives Risk. Risks associated with derivatives may include the risk that the derivative is imperfectly correlated with the security, index or currency to which it relates, the risk that derivatives may not have the intended effects and may result in losses or missed opportunities and the risk that the Fund will be unable to sell or otherwise close out the derivative. Derivative transactions could also expose the Fund to the effects of leverage, which could increase the Funds exposure to the market and magnify potential losses. There is no guarantee that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses to the Fund. The use of derivatives by the Fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements. The use of over-the-counter derivatives subjects the Fund to the risk that the counterparty to the derivative may be unwilling or unable to meet its obligations on the investment. The use of certain derivatives may expose the Fund to the underlying market or other reference asset in an amount exceeding the cash investment of the Fund.
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held by the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
Interest Rate Risk. Fluctuations in prevailing interest rates directly affect the market prices of bonds. When market interest rates rise, bond prices fall. The longer the time to maturity of a bond, the more sensitive a bonds price will be to changes in interest rates. In other words, a long-term bond (e.g., 30-year maturity) will have greater price sensitivity than a short-term bond (e.g., 2-year maturity). Short-term and long-term bond prices and interest rates do not typically move the same amount or for the same reasons. Interest rate changes will impact high yield bonds in different ways depending on credit ratings. BB rated bonds are more vulnerable to prevailing rates and act more like their investment grade counterparts. For bonds rated B and below, credit risk is more significant than interest rate risk. The values of securities with variable interest rates are generally less sensitive to interest rate changes than those of fixed rate securities. However, variable rate securities may decrease in value if prevailing rates decrease or if variable rates do not rise as much as rates in general. The reduction or withdrawal of accommodative monetary policy and/or governmental intervention in securities markets may result in higher short-term or long-term interest rates in the future, which would have a negative impact on the prices of fixed income securities and, in turn, the Funds net asset value.
Prospectus | 58
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
U.S. Government Agency Securities Risk. Certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury while others are supported only by the credit of the issuer or instrumentality. While the U.S. government has historically provided financial support to U.S. government-sponsored agencies or instrumentalities during times of financial stress, such as the various actions taken to stabilize the Federal National Mortgage Association and Federal Home Loan Mortgage Corporation during the credit crisis of 2008, no assurance can be given that it will do so in the future. Such securities are neither issued nor guaranteed by the U.S. Treasury.
FUND PERFORMANCE
The bar chart shows how the performance of the Class N shares of the Fund has varied from year to year over the periods shown. Class N shares and Class I shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of the Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
The table below indicates how the Funds average annual returns for different calendar periods compared to the returns of a broad-based securities market index.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/TCH Fixed Income Fund | ||||||||||||||||
1 Year | 5 Years | 10 Years | Since Inception | |||||||||||||
Class N Shares (Inception 12/13/93): | ||||||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Class I Shares (Inception 7/31/00): | ||||||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Barclays Capital U.S. Aggregate Bond Index (Reflects no deduction for taxes, expenses or fees. Index return since inception for Class N shares is computed from November 30, 1993. Index return for Class I shares, since inception, is [ ]%.) | [ ] | % | [ ] | % | [ ] | % | [ ] | % |
Taplin, Canida & Habacht, LLC (TCH) became the subadviser on December 1, 2006. Performance prior to that date reflects the performance of a previous subadviser.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sale of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class N shares. After-tax returns for Class I shares will vary.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. TCH serves as the subadviser to the Fund.
Prospectus | 59
Ms. Tere Alvarez Canida, CFA, President and Managing Principal of TCH, Mr. Alan M. Habacht, a principal for TCH, Mr. William J. Canida, CFA, a principal for TCH, Scott M. Kimball, a portfolio manager at TCH, and Daniela M. Mardarovici, CFA, a portfolio manager at TCH, serve as Portfolio Managers of the Fund. Ms. Canida, Mr. Habacht, and Mr. Canida have served as the Funds Portfolio Managers since December 2006. Mr. Kimball has served as the Funds Portfolio Manager since February 2013. Ms. Mardarovici has served as the Funds Portfolio Manager since February 2015.
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 60
INVESTMENT OBJECTIVE
The Fund seeks to provide long-term total return with reduced correlation to the conventional stock and bond markets.
FEES AND EXPENSES
The table below describes the fee and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 1.00 | % | 1.00 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses (a) | [ ] | % | [ ] | % | ||||
Acquired Fund Fees and Expenses | ||||||||
Dividend and Interest Expense on Short Sales (b) |
[ ] | % ) | [ ] | % | ||||
Other Acquired Fund Fees and Expenses |
[ ] | % | [ ] | % | ||||
Total Acquired Fund Fees and Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % |
(a) | [Other expenses include fees equal to % recouped by the investment adviser pursuant to an expense reimbursement agreement. ][The expense reimbursement agreement provides that for a period of up to three years from the end of the fiscal year during which management fees are waived or operating expenses are reimbursed, the investment adviser is entitled to be reimbursed by the Fund for such fees waived and expenses reimbursed from commencement of operations through the completion of the first three full fiscal years to the extent that the Funds Total Annual Operating Expenses for a class, not including investment related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, remain at or below the operating expense limit applicable to each class after such reimbursement. ] |
(b) | Estimated dividend and interest expense on short sales in underlying funds that engage in short selling, based on publicly available information. Short-sale dividends generally reduce the market value of the securities by the amount of the dividend declared; thus, increasing a funds unrealized gain or reducing a funds unrealized loss on the securities sold short. These are not payments to the underlying managers. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5%, operating expenses remained the same, [and expenses were capped for one year in each period.]
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio) except that it generally does not incur transaction costs when it buys mutual fund shares. Underlying funds will also incur these costs. A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
The Fund is structured as a fund-of-funds. Under normal circumstances, the Fund pursues its investment objective by investing primarily in a managed portfolio of other open-end investment companies registered under the Investment Company Act of 1940, as amended (the 1940 Act), that use alternative or hedging strategies (Alternative Mutual Funds). The Fund may also invest in closed-end funds, exchange-traded funds (ETFs) and exchange-traded notes (ETNs), which provide exposure to hedging or alternative investment strategies. Under normal circumstances, the Fund will invest at least 80% of its assets in Alternative Mutual Funds and other investments with exposure to hedging or alternative investment strategies. The Funds strategy is implemented by the subadviser using its proprietary LASSO Long and Short Strategic Opportunities strategy. The LASSO strategy is intended to produce long-term total returns with less volatility than the overall stock market and reduced correlation to conventional asset classes, across a variety of market climates.
Hedging strategies used by underlying funds to mitigate risk include the use of short selling, options, futures, derivatives or similar instruments. Alternative investment strategies include: long/short equity; long/short credit and fixed income; market neutral and arbitrage strategies; global macro strategies; commodities or commodity-linked investments; currencies; leverage; derivatives for hedging and return purposes; illiquid, private placement or distressed securities; and other investments and investment techniques that are expected to have reduced correlation with major market indices. The Fund generally seeks to maintain net equity exposure ranging from 20% to 50% of assets.
Prospectus | 61
The subadviser employs a top down and bottom up approach to underlying fund selection. Top down analysis includes an assessment of economic trends and market opportunities and an evaluation of strategy dynamics and risks. The bottom up portion of the investment process involves both qualitative and quantitative analysis. In selecting underlying funds, the subadviser considers certain criteria, including consistency of performance, on both an absolute and relative basis; changes in volatility and correlations over time; the investment style of an underlying fund including investment process and portfolio characteristics; and the character of underlying fund management and personnel as well as transparency with investors and sound organizational structure. To manage risk, the subadviser monitors volatility and net equity exposure, maintains a diversified portfolio, utilizes a dynamic and flexible allocation process across changing investment environments, and applies judgment to a strong sell discipline.
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund. The risks discussed below for the underlying funds expose the Fund to the same risks.
Aggressive Investment Technique Risk. Investing in underlying funds that use investment techniques and financial instruments that may be considered aggressive, including the use of futures contracts; options on futures contracts, securities and indices; forward contracts; swap agreements and similar instruments, exposes the Fund to potentially dramatic changes (losses) in the value of certain of its portfolio holdings. Such techniques may include short sales or other techniques that are intended to provide inverse exposure to a particular market or other asset class.
CFTC Regulation Risk. The Fund currently operates in compliance with the exclusion from regulation as a commodity pool under the Commodity Exchange Act, as amended (the CEA), provided by Commodity Futures Trading Commission (CFTC) Rule 4.5. This exclusion significantly limits the use of commodity instruments for purposes other than bona fide hedging purposes. The application of amended Rule 4.5 to funds-of-funds remains unclear. If the Fund were no longer able to claim the exclusion provided by Rule 4.5, the Fund would be required to register with the CFTC as a commodity pool and would become subject to regulation under the CEA, which could increase the Funds expenses, adversely affecting investment returns.
Commodity Risk. Investing in underlying funds that invest long or short in commodities markets and commodity-linked instruments, such as ETNs, may subject the Fund to greater volatility than investments in traditional securities. Commodities include energy, precious and industrial metals, agricultural products, livestock and minerals. Underlying funds may buy certain commodities directly or may invest in commodity-linked instruments. The value of commodities and commodity contracts are affected by a variety of factors, including global supply and demand, changes in interest rates, commodity index volatility, and factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargos, government regulation, tariffs and taxes, world events and economic, political and regulatory developments. The Funds ability to invest in underlying funds that invest in commodities markets and its ability to invest in commodity-linked instruments may be significantly limited by the federal income tax rules applicable to regulated investment companies. The Funds ability to invest in underlying funds that invest in the commodities markets may also be limited by CEA rules.
Credit Risk. Credit risk (also called default risk) is the risk that the issuer of a security will not be able to make principal and interest payments on a debt issue on a timely basis or at all, which could result in losses to the Fund. The credit ratings of issuers could change and negatively affect the Funds share price or yield. When underlying funds use derivative instruments to seek credit exposure to underlying issuers, the underlying funds are subject to the credit risk of both the underlying issuer(s) and the counterparty (typically a broker or bank) to the instrument. When underlying funds invest in asset-backed securities, mortgage-backed securities and collateralized mortgage obligations, the underlying funds are subject to the credit risks of the underlying assets that collateralize the instrument. During periods of instability in the credit markets, delinquencies and credit losses on certain asset-backed and mortgage-backed securities have historically increased.
Currency Risk. The securities held by an underlying fund may be denominated in currencies other than the U.S. dollar, and as a result, may be affected by changes in exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a security denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the security decreases in U.S. dollar terms.
Derivatives Risk. Risks associated with derivatives may include the risk that the derivative is imperfectly correlated with the security, index or currency to which it relates, the risk that derivatives may not have the intended effects and may result in losses or missed opportunities and the risk that an underlying fund will be unable to sell or otherwise close out the derivative. Derivative transactions could also expose the underlying fund to the effects of leverage, which could increase the underlying funds exposure to the market and magnify potential losses. There is no guarantee that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses to the underlying fund. The use of derivatives by an underlying fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements. The use of over-the-counter derivatives subjects the Fund to the risk that the counterparty to the derivative may be unwilling or unable to meet its obligations on the investment. The use of certain derivatives may expose the Fund to the underlying market or other reference asset in an amount exceeding the cash investment of the underlying fund.
Exchange-Traded and Closed-End Fund Risk. The risks of investing in other investment companies typically reflect the risks of the types of securities in which those funds invest. Investments in ETFs and closed-end funds are subject to the additional risk that their shares may trade at a premium or discount to their net asset value per share. There may also not be an active trading market available for shares of some ETFs or closed-end funds. Additionally, trading of ETF and closed-end fund shares may be halted or delisted by the listing exchange. An inverse ETF is a fund that is constructed by using various derivative instruments to profit from a decline in the underlying benchmark. Investing in these ETFs is similar to holding various short positions, or using a combination of advanced investment strategies to profit from falling prices. When the Fund invests in an ETF or closed-end fund, shareholders of the Fund bear their proportionate share of the other investment companys fees and expenses as well as their share of the Funds fees and expenses.
Exchange-Traded Note Risk. The returns of ETNs are based on the performance of a specified market index minus applicable fees. The risks of ETNs include the risks that may affect the value of the reference index. The value of an ETN is also subject to the credit risk of the issuer. Thus, the value of an ETN may drop
Prospectus | 62
due to a decline in an issuers credit quality or a downgrade in the issuers credit rating, even if there is no change or an increase in the reference index. ETNs are subject to the additional risk that notes may trade at a premium or discount to their reference indices. There may also not be an active trading market available for some ETNs. Additionally, trading of ETNs may be halted or delisted by the listing exchange. When the Fund invests in an ETN, shareholders of the Fund bear their proportionate share of the ETNs fees and expenses as well as their share of the Funds fees and expenses.
Fixed Income Risk. Investing in underlying funds that invest long or short in fixed income securities subjects the Fund to additional risks, which include credit risk, interest rate risk, maturity risk, investment grade securities risk, municipal securities risk and prepayment risk. These risks could affect the value of a particular investment by the Fund, possibly causing the Funds share price and total return to be reduced and fluctuate more than other types of investments.
Foreign Securities Risk. Investing in underlying funds that invest long or short in securities of foreign issuers involves risks in addition to those typically associated with U.S. investments, including settlement risks, currency fluctuation, foreign tax risks, different financial reporting practices and regulatory standards, high costs of trading, changes in political conditions, expropriation, investment and repatriation restrictions, as well as settlement and custody risks.
Fund-of-Funds Structure Risk. Your cost of investing in the Fund will be higher than the cost of investing directly in the underlying funds because you will bear your proportionate share of both the Funds expenses and the expenses of the underlying funds. In addition, costs may be higher than mutual funds that invest directly in stocks and bonds. Furthermore, the Fund may be prevented from fully allocating assets to an underlying fund due to regulatory limitations which may impact a fund-of-funds.
Investment Company Risk. The Fund may invest in securities of other investment companies, including ETFs, open-end funds and closed-end funds. The risks of investing in other investment companies typically reflect the risks of the types of securities in which those investment companies invest. Investments in ETFs and closed-end funds are subject to the additional risk that shares of the fund may trade at a premium or discount to their net asset value per share. When the Fund invests in another investment company, shareholders of the Fund bear their proportionate share of the other investment companys fees and expenses as well as their share of the Funds fees and expenses.
Leveraged ETF Risk. Leveraged ETFs seek to provide returns that are a multiple of a stated benchmark, typically using a combination of derivatives strategies. Like other forms of leverage, leveraged ETFs increase risk exposure relative to the amount invested and can lead to significantly greater losses than a comparable unleveraged portfolio. Because leveraged ETFs typically seek to obtain their objective on a daily basis, holding leveraged ETFs for longer than a day may produce unexpected results particularly when the benchmark index experiences large ups and downs.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, an underlying fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the underlying funds value or prevent the fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular underlying funds share price. An underlying fund may decline in value even when the values of stocks or bonds in general are rising. Overall financial market risks affect the value of the underlying funds and thus the share price of the Fund. Factors such as domestic, economic growth and market conditions, interest rate levels and political events affect the securities markets.
Non-Diversified Risk. An underlying fund that is non-diversified may invest a larger percentage of its assets in a given security than a diversified fund. As a result, it may be more susceptible to a single adverse economic, political or regulatory occurrence affecting one or more issuers in which a large percentage of its assets is invested and may experience increased volatility due to its investments in those securities.
Short Sales Risk. The underlying funds may sell securities short. Short sales involve the risk that an underlying fund will incur a loss by subsequently buying a security at a higher price than the price at which the fund previously sold the security short. Any loss will be increased by the amount of compensation, dividends or interest the fund must pay to the lender of the security. Because a loss incurred by an underlying fund on a short sale results from increases in the value of the security, losses on a short sale are theoretically unlimited. In addition, the fund may not be able to close out a short position at a particular time or at an acceptable price. A lender may request that borrowed securities be returned on short notice, and the fund may have to buy the securities sold short at an unfavorable price. If this occurs at a time when other short sellers of the same security want to close out their positions, it is more likely that the fund would have to close out its short position at an unfavorable price. If underlying funds take both long and short positions, there is a risk that the value of securities held long might decrease and the value of securities sold short might increase in response to activities of an individual company or general market conditions. In this case, an underlying funds potential losses could exceed those of mutual funds that hold only long positions.
Prospectus | 63
FUND PERFORMANCE
The bar chart shows how the performance of the Class I shares of the Fund has varied from year to year over the periods shown. Class I shares and Class N shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class N shares would be lower than the returns of the Class I shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class I Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
The following table indicates how the Funds average annual returns for different calendar periods compared to the returns of a broad-based securities market index.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/Lake Partners LASSO Alternatives Fund | ||||||||||||
1 Year | 5 Years | Since Inception | ||||||||||
Class I Shares (Inception 4/01/09): | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Class N Shares (Inception 3/03/10): |
||||||||||||
Return Before Taxes |
[ ] | % | N/A | [ ] | % | |||||||
HFRX Equity Hedge Index (Reflects no deduction for taxes, expenses or fees. Index return for Class N shares, since inception, from February 28, 2010, is [ ]%). | [ ] | % | [ ] | % | [ ] | % |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sales of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class I shares. After-tax returns for Class N will vary.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. Lake Partners, Inc. (Lake Partners) serves as the subadviser to the Fund.
Mr. Frederick C. Lake, Co-Chairman and Treasurer of Lake Partners, and Mr. Ronald A. Lake, Co-Chairman and President of Lake Partners, have served as Co-Portfolio Managers of the Fund since the Funds inception in April 2009.
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 100,000 | $ | 50 |
Prospectus | 64
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 65
INVESTMENT OBJECTIVE
The Fund seeks total return through a combination of a high level of current income and capital appreciation.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 0.70 | % | 0.70 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5% and operating expenses remained the same.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
The Fund pursues its objective by investing primarily in a diversified portfolio of large-cap and mid-cap equity securities traded in U.S. markets and by writing call options on a substantial portion of the Funds long equity holdings (Covered Call Options). The subadviser focuses on companies with regular quarterly dividends and market capitalizations of $4 billion or more at the time of acquisition. The Fund places primary emphasis on the generation of income. Option premiums and dividend income are expected to constitute a significant portion of total return. Under normal circumstances, the Fund invests at least 80% of its assets in equity securities.
Equity Selection
The subadviser selects equity securities using a bottom-up investment approach focusing on the fundamentals of each company, emphasizing a companys current dividend yield, free cash flow and stability. The Fund may invest in equity securities of foreign issuers that are traded in U.S. markets.
Covered Call Strategy
On an ongoing and consistent basis, the subadviser intends to write (sell) individual Covered Call Options as a means of enhancing return. Call options are contracts that give the purchaser of the option, in return for payment of a premium, the right, but not the obligation, to purchase from the writer of the option the security underlying the option at a specified exercise price prior to the expiration date. As the writer of a call option, the Fund receives the premium from the purchaser of the option and has the obligation, upon exercise of the option, to deliver the underlying security upon payment of the exercise price. If the option expires without being exercised, the Fund is not required to deliver the underlying security but retains the premium received.
The Fund generally writes Covered Call Options that are out-of-the money to generate premium income for the Fund. A call option is out-of-the money if the exercise price is above the current market price for the underlying security. The Fund will generally buy back call options that reach the exercise price, in lieu of allowing them to be exercised, and write a new option at a higher exercise price.
In addition to writing Covered Call Options, the Fund may also use certain derivatives transactions for hedging purposes or to seek total return. The subadviser currently intends to purchase put options on securities in the Funds portfolio and put options on securities indices.
The subadviser seeks to actively manage risk and adheres to a strong sell discipline.
Prospectus | 66
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Covered Call Strategy Risk. The Funds Covered Call Options strategy involves certain risks. These risks include:
n |
By selling Covered Call Options, the Fund limits its opportunity to profit from an increase in the price of the underlying stock above the exercise price, but continues to bear the risk of a decline in the value of the underlying stock. While the Fund receives a premium for writing the Covered Call Option, the price the Fund realizes from the sale of stock upon exercise of the option could be substantially below its current market price. |
n |
A liquid market may not exist for the Covered Call Options written by the Fund. If the Fund is not able to close out a Covered Call Option transaction, the Fund will not be able to sell the underlying security until the option expires or is exercised. |
n |
The Funds investment strategy may also result in a lack of liquidity of the purchase and sale of portfolio securities. Because the Fund generally will hold the stocks underlying the Covered Call Options, the Fund may be less likely to sell the stocks in its portfolio to take advantage of new investment opportunities. |
If the Fund generates premiums from its writing Covered Call Options, these premiums typically will result in short-term capital gains for federal income tax purposes. Distributions of net short-term capital gain, are taxable to shareholders as ordinary income for federal income tax purposes. Transactions involving the disposition of the Funds underlying securities (whether pursuant to the exercise of a Covered Call Option or otherwise) will give rise to capital gains or losses. Because the Fund will have no control over the exercise of the Covered Call Option, it may be forced to realize capital gains or losses at inopportune times and it will not be able to control whether such gains or losses are short-term or long-term for federal income tax purposes. The Funds portfolio turnover rate does not take into account short-term capital gains generated from premiums on the sale of Covered Call Options. The Fund is not designed for investors seeking a tax-efficient investment.
Derivatives Risk. Risks associated with derivatives may include the risk that the derivative is imperfectly correlated with the security, index or currency to which it relates, the risk that derivatives may not have the intended effects and may result in losses or missed opportunities and the risk that the Fund will be unable to sell or otherwise close out the derivative. Derivative transactions could also expose the Fund to the effects of leverage, which could increase the Funds exposure to the market and magnify potential losses. There is no guarantee that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses to the Fund. The use of derivatives by the Fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements. The use of over-the-counter derivatives subjects the Fund to the risk that the counterparty to the derivative may be unwilling or unable to meet its obligations on the investment. The use of certain derivatives may expose the Fund to the underlying market or other reference asset in an amount exceeding the cash investment of the Fund.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
Mid-Cap Company Risk. Investments in mid-cap companies may entail greater risks than investments in larger, more established companies. Mid-cap companies generally have narrower product lines, limited financial resources and a limited trading market for their stocks compared with larger companies. As a result, their stock prices may experience greater volatility and may decline more than those of large-cap companies in market downturns.
FUND PERFORMANCE
The bar chart shows how the performance of the Class N shares of the Fund has varied from year to year over the periods shown. Class N shares and Class I shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of the Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
Prospectus | 67
The following table indicates how the Funds average annual return for the calendar period compared to the returns of a broad-based securities market index.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/Anchor Capital Enhanced Equity Fund | ||||||||||||
1 Year | 5 Years | Since Inception | ||||||||||
Class N Shares (Inception 1/15/08): | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Class I Shares (Inception 3/03/10): | ||||||||||||
Return Before Taxes |
[ ] | % | N/A | [ ] | % | |||||||
Standard & Poors (S&P) 500 Index (Reflects no deduction for taxes, expenses or fees. Index return since inception for Class N shares is computed from December 31, 2007. Index return for Class I shares, since inception, computed from February 28, 2010 is [ ]%.) | [ ] | % | [ ] | % | [ ] | % |
As of June 30, 2012, the Fund changed its name from ASTON/M.D. Sass Enhanced Equity Fund to ASTON/Anchor Capital Enhanced Equity Fund and Anchor Capital Advisors LLC (Anchor Capital) became the subadviser. Performance prior to that date reflects the performance of previous subadvisers. However, Mr. Altman has served as a Portfolio Manager since the Funds inception in January 2008.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sales of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class N shares. After-tax returns for Class I shares will vary.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. Anchor Capital serves as the subadviser to the Fund.
Mr. Ronald L. Altman, Senior Vice President and Senior Portfolio Manager of Anchor Capital, serves as the Lead Portfolio Manager of the Fund. Mr. David J. Watson, Senior Vice President at Anchor Capital, and Mr. Adam D. Neves, Assistant Vice President at Anchor Capital, serve as Co-Portfolio Managers of the Fund. Mr. Altman has served as the Funds Portfolio Manager since the Funds inception in January 2008. Mr. Watson and Mr. Neves have served as the Funds Co-Portfolio Managers since February 2014.
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 68
INVESTMENT OBJECTIVE
The Fund seeks to provide absolute return while minimizing volatility over a full market cycle.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 1.20 | % | 1.20 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | ||||||||
Other Operating Expenses (a) |
[ ] | % | [ ] | % | ||||
Dividend and Interest Expense on Short Sales (a) |
[ ] | % | [ ] | % | ||||
Total Other Expenses (a) | [ ] | % | [ ] | % | ||||
Acquired Fund Fees and Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % | ||||
Fee Waiver and/or Expense Reimbursement (b) |
[ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (b) | [ ] | % | [ ] | % |
(a) | Other expenses include dividends or interest on short sales of securities, which are paid to the lender of a security, and stock loan fees, which are paid to the prime broker. |
(b) | The investment adviser is contractually obligated to waive management fees and/or reimburse ordinary operating expenses, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses and dividend and interest expenses related to short sales, through February 29, 2016, to the extent that operating expenses exceed 1.70% of the Funds average daily net assets with respect to Class N shares and 1.45% of the Funds average daily net assets with respect to Class I shares (Operating Expense Limit). Prior to February 29, 2016, the arrangement may be amended or terminated for a class only by a vote of the Board of Trustees of the Trust. For a period of up to three years from the end of the fiscal year during which fees are waived or expenses are reimbursed, the investment adviser is entitled to be reimbursed by the Fund for such fees waived and expenses reimbursed from commencement of operations through the completion of the first three full fiscal years to the extent that the Funds Total Annual Operating Expenses for a class, not including investment related costs (such as brokerage commissions), interest, taxes, extraordinary expenses, acquired fund fees and expenses, remain at or below the Operating Expense Limit after such reimbursement. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5%, operating expenses remained the same, and expenses were capped for one year in each period.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
The Fund pursues its investment objective by taking long and short positions in equity securities. The Funds subadviser believes that a combination of long and short positions may provide positive returns through a complete market cycle and may offer reduced risk. The allocation between long and short positions is a result of the fundamental investment process. The Fund does not intend to be market neutral and anticipates that it will normally hold a higher percentage of its assets in long positions (i.e., the Fund will be net long). The Funds long and short equity investments consist primarily of domestic common stock and real estate investment trusts (REITs) but may also include other types of equity securities such as foreign stock, preferred stock, convertible preferred stocks and convertible bonds. The Fund may use instruments such as exchange-traded funds (ETFs), options, futures and other index-based investments to manage its exposure between long and short positions. The use of derivative instruments, if any, is expected to consist primarily of put and call options on securities and securities indices. Cash is a residual of the investment process. When the subadviser is unable to find investment opportunities that meet the Funds criteria, the Funds cash balances may increase. The Fund is classified as non-diversified.
Prospectus | 69
In selecting both long and short positions, the subadviser employs a value-driven, bottom-up approach. When the Fund takes a long position, it purchases a stock outright. The Fund takes long positions in securities that the subadviser believes will rise in value. For long positions, the subadviser seeks to identify companies it believes have certain characteristics including:
n |
Priced at a discount to absolute value |
n |
Attractive business model |
n |
Shareholder-oriented management |
n |
Financial strength |
n |
Undiscovered, under-followed, misunderstood |
The Fund takes short positions in securities that the subadviser believes will go down in value. For short positions, the subadviser seeks to identify companies it believes have certain characteristics including:
n |
Priced at a premium to absolute value |
n |
Challenged business model |
n |
Financial weakness |
n |
Poor shareholder-orientation |
n |
Low price and earnings momentum |
When the Fund takes a short position, it sells a security that it does not own at the current market price in anticipation that the market price will go down. To complete a short sale, the Fund must borrow the security to make delivery to the buyer. The Fund is then obligated to replace the borrowed security by purchasing the security in the open market at the time of closing out the short sale. The price at such time may be more or less than at the time the security was sold short. Until the borrowed security is returned, the Fund is required to pay the lender amounts equal to any dividends or interest that accrue during the period of the loan. To borrow the security, the Fund also may be required to pay a premium to the lender, which would increase the cost to the Fund of taking the short position. The proceeds of the short sale will be retained by the broker to the extent necessary to meet margin requirements until the short position is closed.
The Funds net market exposure will fluctuate with market opportunities but will generally be between 10% and 90%. To manage risk the subadviser may use controls and techniques to systemically reduce market exposure upon the occurrence of certain trigger events.
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund. The Fund may be subject to the following risks directly through investment in individual securities or indirectly through investment in ETFs or derivative instruments.
Convertible Securities Risk. Convertible preferred securities, which are convertible into shares of the issuers common stock and pay regular dividends, and convertible bonds, which are convertible into shares of the issuers common stock and bear interest, are subject to the risks of equity securities and fixed income securities. The lower the conversion premium, the more likely the price of the convertible security will follow the price of the underlying common stock. Conversely, higher premium convertible securities are more likely to exhibit the behavior of bonds because the likelihood of conversion is lower, which may cause their prices to fall as interest rates rise.
The value of convertible securities is also affected by the credit quality of the issuer and any call provisions. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments or that the issuer of a convertible bond will not be able to make principal and/or interest payments.
Derivatives Risk. Risks associated with derivatives may include the risk that the derivative is imperfectly correlated with the security, index or currency to which it relates, the risk that derivatives may not have the intended effects and may result in losses or missed opportunities and the risk that the Fund will be unable to sell or otherwise close out the derivative. Derivative transactions could also expose the Fund to the effects of leverage, which could increase the Funds exposure to the market and magnify potential losses. There is no guarantee that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses to the Fund. The use of derivatives by the Fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements. The use of over-the-counter derivatives subjects the Fund to the risk that the counterparty to the derivative may be unwilling or unable to meet its obligations on the investment. The use of certain derivatives may expose the Fund to the underlying market or other reference asset in an amount exceeding the cash investment of the Fund.
Exchange-Traded and Closed-End Fund Risk. The risks of investing in other investment companies typically reflect the risks of the types of securities in which those funds invest. Investments in ETFs and closed-end funds are subject to the additional risk that their shares may trade at a premium or discount to their net asset value per share. There may also not be an active trading market available for shares of some ETFs or closed-end funds. Additionally, trading of ETF and closed-end fund shares may be halted or delisted by the listing exchange. An inverse ETF is a fund that is constructed by using various derivative instruments to profit from a decline in the underlying benchmark. Investing in these ETFs is similar to holding various short positions, or using a combination of advanced investment strategies to profit from falling prices. When the Fund invests in an ETF or closed-end fund, shareholders of the Fund bear their proportionate share of the other investment companys fees and expenses as well as their share of the Funds fees and expenses.
Similarly, short sales of ETFs and closed-end funds are subject to the specific risks described under Short Sale Risk. In addition, if the Fund sells short shares of ETFs that are financially leveraged, such short sales may be expected to exhibit enhanced volatility in market price as compared to short sales of similar ETFs without a leveraged capital structure.
Prospectus | 70
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held by the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities. Less liquid securities are more difficult to dispose of at their recorded values and are subject to increased bid-ask spreads and volatility.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
Non-Diversification Risk. The Fund may invest a larger percentage of its assets in a given security than a diversified fund. As a result, it may be more susceptible to a single adverse economic, political or regulatory occurrence affecting one or more issuers and may experience increased volatility due to its concentrated investments in those securities.
[Portfolio Turnover Risk. Frequent trading of the Funds portfolio holdings may result in a higher than average level of capital gains, including short-term capital gains, and will result in greater transaction costs to the Fund. To the extent distributions to shareholders are made from net short-term capital gains (i.e., net capital gain on securities held or treated as held by the Fund for one year or less minus any net capital losses on securities held or treated as held by the Fund for more than one year), the distributions will be taxed at ordinary income rates for federal income tax purposes, rather than at the lower long-term capital gains rates. Greater transaction costs and higher expenses as a result of portfolio turnover may negatively impact the Funds performance.]
REIT Risk. Securities of REITs may be affected by changes in the values of their underlying properties. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, which may be subject to defaults by borrowers and self-liquidations. Some REITs may have limited diversification and may be subject to risks inherent in investments in a limited number of properties, in a narrow geographic area, or in a single property type. Real estate prices are also affected by general economic conditions. When growth is slowing, demand for property decreases and prices and rents may decline. High or rising interest rates, which result in high or rising mortgage and financing costs, may restrain buying and selling activity, reducing the appeal of real estate investments. Distributions from REITs generally are taxed as ordinary income for federal income tax purposes.
Short Sales Risk. Short sales involve the risk that the Fund will incur a loss by subsequently buying a security at a higher price than the price at which the Fund previously sold the security short. Any loss will be increased by the amount of compensation, dividends or interest the Fund must pay to the lender of the security. Because a loss incurred on a short sale results from increases in the value of the security, losses on a short sale are theoretically unlimited. In addition, the Fund may not be able to close out a short position at a particular time or at an acceptable price. A lender may request that borrowed securities be returned on short notice, and the Fund may have to buy the securities sold short at an unfavorable price. If this occurs at a time when other short sellers of the same security want to close out their positions, it is more likely that the Fund would have to close out its short position at an unfavorable price. If this occurs at a time when other short sellers of the same security also want to close out their positions, a short squeeze may occur. A short squeeze drives up the price of the security sold short and makes it more likely that the Fund will have to cover its short sale at an unfavorable price. If that happens, the Fund will lose some or all of the potential profit from, or even incur a loss on, the short sale. The Funds use of short sales may have a leveraging effect on the Funds portfolio.
Value Style Risk. Value investing involves buying stocks that the subadviser believes are out of favor and/or undervalued in comparison to their peers or their prospects for growth. Typically, the valuation levels of value stocks are less than those of growth stocks. Because different types of stocks go in and out of favor with prevailing market and economic conditions, the Funds performance may be adversely affected when value stocks underperform.
Prospectus | 71
FUND PERFORMANCE
The bar chart shows how the performance of the Class N shares of the Fund has varied from year to year for the periods shown. Class N shares and Class I shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of the Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
The following table indicates how the Funds average annual returns for different calendar periods compared to the returns of a broad-based securities market index.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/River Road Long-Short Fund | ||||||||
1 Year | Since Inception | |||||||
Class N Shares (Inception 5/4/11): | ||||||||
Return Before Taxes |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | ||||
Class I Shares (Inception 3/4/13) | ||||||||
Return Before Taxes |
[ ] | % | [ ] | % | ||||
Russell 3000 Index (Reflects no deduction for taxes, expenses or fees. Index return since inception for Class N shares is computed from April 30, 2011. Index return since inception for Class I shares is computed from , 2013.) | [ ] | % | [ ] | % |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sales of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After tax returns are shown only for Class N shares . After tax returns for Class I shares will vary.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. River Road Asset Management, LLC (River Road) serves as the subadviser to the Fund.
Mr. Matthew W. Moran, CFA, a portfolio manager at River Road, serves as the Funds Lead Portfolio Manager and Mr. Daniel Johnson, CFA, CPA, a portfolio manager at River Road, serves as the Funds Co-Portfolio Manager. Mr. Moran has served as the Funds Lead Portfolio Manager since the Funds inception in May 2011. Mr. Johnson has served as the Funds Co-Portfolio Manager since March 2012.
Prospectus | 72
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 73
INVESTMENT OBJECTIVE
The Fund seeks to provide total return.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
SHAREHOLDER FEES
(fees paid directly from your investment)
Class N Shares | Class I Shares | |||||||
Redemption Fee (on shares held less than 90 days, as a percentage of amount redeemed) | 2.00 | % | 2.00 | % |
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 1.00 | % | 1.00 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % | ||||
Fee Waiver and/or Expense Reimbursement (a) |
[ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (a) | [ ] | % | [ ] | % |
(a) | The investment adviser is contractually obligated to waive management fees and/or reimburse ordinary operating expenses, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, through February 29, 2016, to the extent that operating expenses exceed 1.40% of the Funds average daily net assets with respect to Class N shares and 1.15% of the Funds average daily net assets with respect to Class I shares (the Operating Expense Limit). Prior to February 29, 2016, the arrangement may be amended or terminated for a class only by a vote of the Board of Trustees of Aston Funds. [For a period of up to three years from the end of the fiscal year during which fees are waived or expenses are reimbursed, the investment adviser is entitled to be reimbursed by the Fund for such fees waived and expenses reimbursed from the commencement of operations through the completion of the first three full fiscal years to the extent that the Funds Total Annual Operating Expenses for a class, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses remain at or below the Operating Expense Limit after such reimbursement.] |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5%, operating expenses remained the same, [and expenses were capped for one year in each period.]
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
Under normal conditions, the Fund invests at least 80% of its assets in common stock and other equity securities of non-U.S. companies.
The subadviser employs a growth at a reasonable price (GARP) strategy. GARP investing involves buying stocks that have a reasonable price/earnings ratio in relationship to a companys earnings growth rate. The investment process combines bottom-up and top-down analysis. Bottom-up analysis is based on global company research that seeks to identify positive catalysts for outperformance or earnings surprise based on both growth and value factors. Top-down analysis seeks to assess the relative attractiveness of countries and sectors.
The Fund may invest in companies of all sizes and market capitalization levels. The Funds investment strategies may result in high portfolio turnover. The Fund invests primarily in companies in Europe, Australasia and the Far East (EAFE) and emerging markets. Under normal conditions, the Fund will invest in issuers from at least five countries excluding the United States.
Prospectus | 74
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Emerging Market Securities Risk. In addition to the general foreign securities risks described below, investing in emerging market countries is subject to a number of risks, including:
n |
Economic structures that are less diverse and mature than those of developed countries |
n |
Less stable political systems and less developed legal systems |
n |
National policies that may restrict foreign investment |
n |
Wide fluctuations in the value of investments, possibly as a result of significant currency exchange rate fluctuations |
n |
Smaller securities markets, making investments less liquid |
n |
Special custody arrangements |
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. These risks are heightened for issuers located in emerging markets. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held by the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
GARP Style Risk. GARP investing involves buying stocks that have a reasonable price/earnings ratio in relationship to a companys earnings growth rate. Because different types of stocks go in and out of favor with investors depending on prevailing market and economic conditions, the Funds performance may be adversely affected when stocks preferred by a GARP investing strategy underperform.
Geographic Concentration Risk. To the extent the Fund invests a substantial amount of its assets in securities of issuers located in a single country or geographic region, any changes to the regulatory, political, social or economic conditions in such country or geographic region will generally have greater impact on the Fund than such changes would have on a more geographically diversified fund, and may result in increased volatility and greater losses.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities. Less liquid securities are more difficult to dispose of at their recorded values and are subject to increased bid-ask spreads and volatility.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
Small-Cap and Mid-Cap Company Risk. Investing in securities of small-cap and mid-cap companies may involve greater risks than investing in securities of larger, more established companies. Small-cap and mid-cap companies generally have limited product lines, markets, and financial resources. Their securities may trade less frequently and in more limited volumes than the securities of larger, more established companies. Also, small-cap and mid-cap companies are typically subject to greater changes in earnings and business prospects than larger companies. As a result, their stock prices may experience greater volatility and may decline more than those of large-cap companies in market downturns.
Prospectus | 75
FUND PERFORMANCE
The bar chart shows how the performance of the Class I shares of the Fund has varied from year to year over the periods shown. Class I shares and Class N shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class N shares would be lower than the returns of the Class I shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class I Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
The following table indicates how the Funds average annual returns of Class I shares for different calendar periods compared to the returns of a broad-based securities market index.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/Barings International Fund | ||||||||||||
1 Year | 5 Years | Since Inception | ||||||||||
Class I Shares (Inception 11/02/07): | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Class N Shares (Inception 3/03/10): | ||||||||||||
Return Before Taxes |
[ ] | % | N/A | [ ] | % | |||||||
MSCI EAFE Index (Reflects no deduction for taxes, expenses or fees. Index return since inception for Class I shares is computed from October 31, 2007. Index return for Class N shares, since inception, computed from February 28, 2010, is [ ]%) | [ ] | % | [ ] | % | [ ] | % |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sale of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class I shares. After-tax returns for Class N shares will vary.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. Baring International Investment Limited (Barings) serves as the subadviser to the Fund.
Mr. David Bertocchi, CFA, International & World Equity Investment Manager of Barings, serves as Portfolio Manager of the Fund. Mr. Bertocchi has served as Portfolio Manager of the Fund since April 2008.
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
Prospectus | 76
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 77
INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital appreciation and current income.
FEES AND EXPENSES
The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Fund.
SHAREHOLDER FEES
(fees paid directly from your investment)
Class N Shares | Class I Shares | |||||||
Redemption Fee (on shares held less than 90 days, as a percentage of amount redeemed) | 2.00 | % | 2.00 | % |
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 0.80 | % | 0.80 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses (a) | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses (a) | [ ] | % | [ ] | % | ||||
Fee Waiver and/or Expense Reimbursement (b) |
[ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (b) | [ ] | % | [ ] | % |
(a) | [The average expense ratios of other expenses and the acquired fund fees and expenses in the table are estimates.] |
(b) | The investment adviser is contractually obligated to waive management fees and/or reimburse ordinary operating expenses, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, through February 29, 2016, to the extent that operating expenses exceed 1.30% of the Funds average daily net assets with respect to Class N shares and 1.05% of the Funds average daily net assets with respect to Class I shares (the Operating Expense Limit). Prior to February 29, 2016, the arrangement may be amended or terminated for a class only by a vote of the Board of Trustees of Aston Funds. For a period of up to three years from the end of the fiscal year during which fees are waived or expenses are reimbursed, the investment adviser is entitled to be reimbursed by the Fund for such fees waived and expenses reimbursed from the commencement of operations through the completion of the first three full fiscal years to the extent that the Funds Total Annual Operating Expenses for a class, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, remain at or below the Operating Expense Limit after such reimbursement. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5%, operating expenses remained the same and expenses were capped for one year in each period.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. For the period from April 14, 2014, when the Fund commenced investment operations, through the Funds fiscal year end on October 31, 2014, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
Under normal circumstances, the Fund invests primarily in a diversified portfolio of dividend-paying equity securities of both U.S. and non-U.S. companies. In selecting securities for the Fund, the subadviser primarily relies on bottom-up analysis and seeks to identify companies that it believes have the potential for growth of income and capital appreciation over time, with a particular emphasis on companies that the subadviser believes have the ability to grow earnings and a willingness to increase dividends. The subadviser believes that focusing on dividend-paying equity securities may tend to stabilize the volatility inherent in equity securities. The Fund may invest in companies of all sizes, but the investment process is expected to result in a bias towards larger capitalization companies. Under normal conditions, the Fund invests at least 40% of its assets in equity securities of non-U.S. companies. The Fund will invest in at least three countries other than the United States.
Prospectus | 78
The Funds portfolio will generally be diversified across at least seven of the global sectors of the Morgan Stanley Capital International (MSCI) World Index. The Fund may invest in securities of companies that are listed, or whose principal business activities are located, in emerging market countries. The Fund may purchase or sell foreign currencies to hedge against changes in the value of the U.S. dollar or to help protect the value of foreign securities that it purchases. The Fund may invest in real estate investment trusts (REITs) and royalty income trusts.
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Emerging Market Securities Risk. In addition to the general foreign securities risks described below, investing in emerging market countries is subject to a number of risks, including:
n |
Economic structures that are less diverse and mature than those of developed countries |
n |
Less stable political systems and less developed legal systems |
n |
National policies that may restrict foreign investment |
n |
Wide fluctuations in the value of investments, possibly as a result of significant currency exchange rate fluctuations |
n |
Smaller securities markets, making investments less liquid |
n |
Special custody arrangements |
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. These risks are heightened for issuers located in emerging markets. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held by the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
Geographic Concentration Risk. To the extent the Fund invest a substantial amount of its assets in securities of issuers located in a single country or geographic region, any changes to the regulatory, political, social or economic conditions in such country or geographic region will generally have greater impact on the Fund than such changes would have on a more geographically diversified fund, and may result in increased volatility and greater losses.
Investment Style Risk. Because different types of stocks go in and out of favor with investors depending on prevailing market and economic conditions, returns from dividend-paying, larger capitalization stocks may underperform funds that emphasize other types of securities. Large-cap stocks tend to go through cycles of doing better or worse than other segments of the stock market or the stock market in general. These cycles may last as long as several years.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
REIT Risk. Securities of REITs may be affected by changes in the values of their underlying properties. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, which may be subject to defaults by borrowers and self-liquidations. Some REITs may have limited diversification and may be subject to risks inherent in investments in a limited number of properties, in a narrow geographic area, or in a single property type. Real estate prices are also affected by general economic conditions. When growth is slowing, demand for property decreases and prices and rents may decline. High or rising interest rates, which result in high or rising mortgage and financing costs, may restrain buying and selling activity, reducing the appeal of real estate investments. Distributions from REITs generally are taxed as ordinary income for federal income tax purposes.
Royalty Income Trust Risk. Investing in royalty income trusts, which typically passively manage royalties and net working interests in oil-, gas- or mineral-producing properties and rely on outside drilling or mining companies to extract the resources, involves certain risks not typically associated with investing in publicly traded companies. Royalty income trusts generally do not guarantee minimum distributions or return of capital. If the assets underlying a royalty income trust do not perform as expected, the trust may reduce or eliminate distributions, which will significantly impair the value of an investment in the trust. Royalty income trusts are also exposed to many of the same risks as energy and natural resources companies, such as commodity pricing risk, supply and demand risk and depletion and exploration risk.
Prospectus | 79
Small-Cap and Mid-Cap Company Risk. Investing in securities of small-cap and mid-cap companies may involve greater risks than investing in securities of larger, more established companies. Small-cap and mid-cap companies generally have limited product lines, markets, and financial resources. Their securities may trade less frequently and in more limited volumes than the securities of larger, more established companies. Also, small-cap and mid-cap companies are typically subject to greater changes in earnings and business prospects than larger companies. As a result, their stock prices may experience greater volatility and may decline more than those of large-cap companies in market downturns.
FUND PERFORMANCE
The Fund does not have a full calendar year of operations. Performance information will be included in the Funds next annual or semi-annual shareholder report.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. Guardian Capital LP (Guardian) serves as the subadviser to the Fund.
Mr. Srikanth Iyer, Managing Director and Head of Systematic Strategies for Guardian, has served as a Portfolio Manager of the Fund since the Funds inception in April 2014. Ms. Fiona Wilson, Portfolio Manager for Guardians Systematic Strategies Team, has served as a Portfolio Manager of the Fund since the Funds inception in April 2014.
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 80
INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital appreciation.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
SHAREHOLDER FEES
(fees paid directly from your investment)
Class N Shares | Class I Shares | |||||||
Redemption Fee (on shares held less than 90 days, as a percentage of amount redeemed) | 2.00 | % | 2.00 | % |
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 1.05 | % | 1.05 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | [ ] | % | [ ] | % | ||||
Acquired Fund Fees and Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % | ||||
Fee Waiver and/or Expense Reimbursement (a) |
[ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (a) | [ ] | % | [ ] | % |
(a) | The investment adviser is contractually obligated to waive management fees and/or reimburse ordinary operating expenses, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, through February 29, 2016, to the extent that operating expenses exceed 1.43% of the Funds average daily net assets with respect to Class N shares and 1.18% of the Funds average daily net assets with respect to Class I shares (the Operating Expense Limit). Prior to February 29, 2016, the arrangement may be amended or terminated for a class only by a vote of the Board of Trustees of Aston Funds. For a period of up to three years from the end of the fiscal year during which fees are waived or expenses are reimbursed, the investment adviser is entitled to be reimbursed by the Fund for such fees waived and expenses reimbursed from the commencement of operations through the completion of the first three full fiscal years to the extent that the Funds Total Annual Operating Expenses for a class, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, remain at or below the Operating Expense Limit after such reimbursement. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5%, operating expenses remained the same and expenses were capped for one year in each period.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
Under normal circumstances, the Fund will invest at least 80% of its assets in equity securities of emerging market companies. The Fund determines emerging market companies based on the securitys country classification assigned by Morgan Stanley Capital International (MSCI), an index provider. MSCI generally determines a securitys country classification by the country of incorporation of the issuing company and the primary listing of the security and categorizes certain countries as emerging markets based on a number of factors. Securities of exchange-traded funds (ETFs) and exchange-traded notes (ETNs) that track an emerging market index will be considered emerging market securities for purposes of this investment policy. Emerging market countries may be located in such regions as Asia, Latin America, the Middle East, Southern Europe, Eastern Europe and Africa.
Prospectus | 81
The Fund invests primarily in common stocks from the universe of companies in the MSCI Emerging Markets IMI Index, utilizing a proprietary, fundamentally-based, quantitative investment process of LMCG Investments, LLC (LMCG), (formerly, Lee Munder Capital Group, LLC), the Funds subadviser. The Fund also invests in ETFs, ETNs and depositary receipts to seek exposure to certain emerging markets. The Fund may also invest in preferred stocks, real estate investment trusts (REITs) and other investment companies. The subadviser uses a bottom-up and risk-controlled approach in seeking to identify stocks with good growth prospects and high quality of earnings through a proprietary stock selection and ranking methodology. The investment methodology evaluates three broad metrics: (i) market dynamics, (ii) value and (iii) quality. For market dynamics, stocks are ranked on earnings growth prospects and relative strength. For value, stocks are evaluated on relative value using valuation measures such as price/book, price/earnings, dividend yield and cash/price. For quality, a companys earnings quality is assessed as well as its operating efficiency and use of capital. The methodology seeks to construct a portfolio that is balanced across these metrics.
Subject to minimum capitalization and liquidity constraints, the Fund may invest in securities of any market capitalization including small-cap and mid-cap companies. Allocation of assets to particular countries, regions and sectors is a residual of the investment process. Accordingly, the Fund may at times have a significant portion of its portfolio invested in one country, region or sector, or in a group of related countries, regions or sectors.
The Fund may invest up to 20% of assets in the United States or other developed markets.
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Emerging Market Securities Risk. In addition to the general foreign securities risks described below, investing in emerging market countries is subject to a number of risks, including:
n |
Economic structures that are less diverse and mature than those of developed countries |
n |
Less stable political systems and less developed legal systems |
n |
National policies that may restrict foreign investment |
n |
Wide fluctuations in the value of investments, possibly as a result of significant currency exchange rate fluctuations |
n |
Smaller securities markets, making investments less liquid |
n |
Special custody arrangements |
Exchange-Traded and Closed-End Fund Risk. The risks of investing in other investment companies typically reflect the risks of the types of securities in which those funds invest. Investments in ETFs and closed-end funds are subject to the additional risk that their shares may trade at a premium or discount to their net asset value per share. There may also not be an active trading market available for shares of some ETFs or closed-end funds. Additionally, trading of ETF and closed-end fund shares may be halted or delisted by the listing exchange. When the Fund invests in an ETF or closed-end fund, shareholders of the Fund bear their proportionate share of the other investment companys fees and expenses as well as their share of the Funds fees and expenses.
Exchange-Traded Note Risk. The returns of ETNs are based on the performance of a specified market index minus applicable fees. The risks of ETNs include the risks that may affect the value of the reference index. The value of an ETN is also subject to the credit risk of the issuer. Thus, the value of an ETN may drop due to a decline in an issuers credit quality or a downgrade in the issuers credit rating, even if there is no change or an increase in the reference index. ETNs are subject to the additional risk that notes may trade at a premium or discount to their reference index. There may also not be an active trading market available for some ETNs. Additionally, trading of ETNs may be halted or delisted by the listing exchange. When the Fund invests in an ETN, shareholders of the Fund bear their proportionate share of the ETNs fees and expenses as well as their share of the Funds fees and expenses.
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. These risks are heightened for issuers located in emerging markets. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held by the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
Geographic Concentration Risk. To the extent the Fund invests a substantial amount of its assets in securities of issuers located in a single country or geographic region, any changes to the regulatory, political, social or economic conditions in such country or geographic region will generally have greater impact on the Fund than such changes would have on a more geographically diversified fund, and may result in increased volatility and greater losses.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Prospectus | 82
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
[Portfolio Turnover Risk. Frequent trading of the Funds portfolio holdings may result in a higher than average level of capital gains, including short-term capital gains, and will result in greater transaction costs to the Fund. To the extent distributions to shareholders are made from net short-term capital gains (i.e., net capital gain on securities held or treated as held by the Fund for one year or less minus any net capital losses on securities held or treated as held by the Fund for more than one year), the distributions will be taxed at ordinary income rates for federal income tax purposes, rather than at the lower long-term capital gains rates. Greater transaction costs and higher expenses as a result of portfolio turnover can negatively impact the Funds performance.]
Quantitative Model Risk. To the extent that the subadviser relies on its proprietary quantitative models to identify securities for investment, the Fund bears the risk that the quantitative models will not be successful in identifying securities that will help the Fund achieve its investment objective, and may cause the Fund to underperform its benchmark or its peers.
REIT Risk. Securities of REITs may be affected by changes in the values of their underlying properties. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, which may be subject to defaults by borrowers and self-liquidations. Some REITs may have limited diversification and may be subject to risks inherent in investments in a limited number of properties, in a narrow geographic area, or in a single property type. Real estate prices are also affected by general economic conditions. When growth is slowing, demand for property decreases and prices and rents may decline. High or rising interest rates, which result in high or rising mortgage and financing costs, may restrain buying and selling activity, reducing the appeal of real estate investments. Distributions from REITs generally are taxed as ordinary income for federal income tax purposes.
Sector Concentration Risk. The Fund may entail greater risks than investing in funds diversified across sectors. Because the Fund may at times have a significant portion of its assets in one or more related sectors, the Fund may be subject to a greater level of market risk and its performance may be more volatile than a fund that does not concentrate its investments in a specific sector.
Small-Cap and Mid-Cap Company Risk. Investing in securities of small-cap and mid-cap companies may involve greater risks than investing in securities of larger, more established companies. Small-cap and mid-cap companies generally have limited product lines, markets, and financial resources. Their securities may trade less frequently and in more limited volumes than the securities of larger, more established companies. Also, small-cap and mid-cap companies are typically subject to greater changes in earnings and business prospects than larger companies. As a result, their stock prices may experience greater volatility and may decline more than those of large-cap companies in market downturns.
Style Risk. The subadvisers stock selection strategy includes both value and growth factors. During periods when value investing significantly outperforms growth investing, or during periods when growth investing significantly outperforms value investing, the Fund may underperform funds that exclusively employ the favored investing style.
FUND PERFORMANCE
The bar chart shows the performance of the Class N shares of the Fund for the period shown. Class N shares and Class I shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of the Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
Prospectus | 83
The following table indicates how the Funds average annual returns for the calendar period compared to the returns of a broad-based securities market index.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/LMCG Emerging Markets Fund | ||||||||
1 Year | Since Inception | |||||||
Class N Shares (Inception 03/28/13): | ||||||||
Return Before Taxes |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | ||||
Class I Shares (Inception 3/28/13): | ||||||||
Return Before Taxes |
[ ] | % | [ ] | |||||
MSCI Emerging Markets Index (Reflects no deduction for taxes, expenses or fees. Index return since inception for Class N and Class I shares is computed from [March 31, 2013.]) | [ ] | % | [ ] | % |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sale of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class N shares. After-tax returns for Class I shares will vary.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. LMCG serves as the subadviser to the Fund.
Mr. Gordon Johnson, PhD, CFA, is the lead portfolio manager of the LMCG Emerging Markets strategy, and has served as the Lead Portfolio Manager since the Funds inception in March 2013. Ms. Shannon Ericson, CFA, is a portfolio manager and analyst on the LMCG Emerging Markets strategy and has served as a Co-Portfolio Manager since the Funds inception in March 2013. Mr. Vikram Srimurthy, PhD, CFA, is a portfolio manager and analyst on the LMCG Emerging Markets strategy and has served as a Co-Portfolio Manager since the Funds inception in March 2013.
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 84
INVESTMENT OBJECTIVE
The Fund seeks to provide capital appreciation.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
SHAREHOLDER FEES
(fees paid directly from your investment)
Class N Shares | Class I Shares | |||||||
Redemption Fee (on shares held less than 90 days, as a percentage of amount redeemed) | 2.00 | % | 2.00 | % |
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 0.95 | % | 0.95 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses (a) | [ ] | % | [ ] | % | ||||
Acquired Fund Fees and Expenses (a) | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % | ||||
Fee Waiver and/or Expense Reimbursement (b) |
[ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (b) | [ ] | % | [ ] | % |
(a) | [The average expense ratios of other expenses and the acquired fund fees and expenses in the tables are estimates.] |
(b) | The investment adviser is contractually obligated to waive management fees and/or reimburse ordinary operating expenses, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, through February 29, 2016, to the extent that operating expenses exceed 1.40% of the Funds average daily net assets with respect to Class N shares and 1.15% of the Funds average daily net assets with respect to Class I shares (the Operating Expense Limit). Prior to February 29, 2016, the arrangement may be amended or terminated for a class only by a vote of the Board of Trustees of Aston Funds. For a period of up to three years from the end of the fiscal year during which fees are waived or expenses are reimbursed, the investment adviser is entitled to be reimbursed by the Fund for such fees waived and expenses reimbursed from the commencement of operations through the completion of the first three full fiscal years to the extent that the Funds Total Annual Operating Expenses for a class, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, remain at or below the Operating Expense Limit after such reimbursement. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5%, operating expenses remained the same and expenses were capped for one year in each period.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. For the period from April 14, 2014, when the Fund commenced investment operations, through the Funds fiscal year end on October 31, 2014, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
Under normal circumstances, the Fund invests primarily in equity securities, principally common stocks, of non-U.S. companies. The Fund emphasizes companies whose principal activities are located in countries represented by the Morgan Stanley Capital International (MSCI) Europe, Australasia and Far East (EAFE) Index. Companies generally may be considered to have principal activities in a country if they are organized or headquartered in such country or their stock principally trades in markets located in such country. The Fund may invest to a more limited extent in other developed countries such as the United States or Canada. The Fund may also invest in securities of companies that are listed, or whose principal business activities are located in emerging market countries. The Fund may invest in companies of all sizes, including small- and mid-cap companies.
Prospectus | 85
The subadviser seeks to build a portfolio of companies that trade below their underlying (intrinsic) value at the time of purchase. To identify such stocks, the investment process utilizes bottom-up fundamental analysis that focuses on future growth in cash generation and cash returns on the capital employed in the business. Because the portfolio is focused on both growth and valuation, the portfolio has Growth at a Reasonable Price (GARP) characteristics. The subadviser calculates an intrinsic value for candidate companies using complimentary long-term forecasting techniques, and to establish an investment thesis with clearly identified investment drivers. The subadviser builds and maintains a portfolio that seeks to combine high conviction ideas, while diversifying their underlying investment drivers. The Funds regional and country allocations, industry sector allocations and market capitalization ranges are a result of the bottom-up selection process. The Fund may purchase or sell foreign currencies to hedge against changes in the value of the U.S. dollar or to help protect the value of foreign securities that it purchases. The subadviser adheres to a sell discipline by monitoring performance, target price levels, risk and the overall investment case of the stocks in the portfolio.
The countries represented by the MSCI EAFE Index currently include: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom.
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Emerging Market Securities Risk. In addition to the general foreign securities risks described below, investing in emerging market countries is subject to a number of risks, including:
n |
Economic structures that are less diverse and mature than those of developed countries |
n |
Less stable political systems and less developed legal systems |
n |
National policies that may restrict foreign investment |
n |
Wide fluctuations in the value of investments, possibly as a result of significant currency exchange rate fluctuations |
n |
Smaller securities markets, making investments less liquid |
n |
Special custody arrangements |
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations not typically associated with investing in U.S. companies. These risks are heightened for issuers located in emerging markets. The securities of foreign companies may be less liquid and may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations and little public information about the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than similar costs associated with securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of the holding increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held by the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
GARP Style Risk. GARP investing involves buying stocks that have a reasonable price/earnings ratio in relationship to a companys earnings growth rate. Because different types of stocks go in and out of favor with investors depending on prevailing market and economic conditions, the Funds performance may be adversely affected when stocks preferred by a GARP investing strategy underperform.
Geographic Concentration Risk. To the extent the Fund invests a substantial amount of its assets in securities of issuers located in a single country or geographic region, any changes to the regulatory, political, social or economic conditions in such country or geographic region will generally have greater impact on the Fund than such changes would have on a more geographically diversified fund, and may result in increased volatility and greater losses.
Liquidity Risk. When there is no willing buyer and investments cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
Small-Cap and Mid-Cap Company Risk. Investing in securities of small-cap and mid-cap companies may involve greater risks than investing in securities of larger, more established companies. Small-cap and mid-cap companies generally have limited product lines, markets, and financial resources. Their securities may trade less frequently and in more limited volumes than the securities of larger, more established companies. Also, small-cap and mid-cap companies are typically subject to greater changes in earnings and business prospects than larger companies. As a result, their stock prices may experience greater volatility and may decline more than those of large-cap companies in market downturns.
Prospectus | 86
Style Risk. The subadvisers stock selection strategy includes both value and growth factors. During periods when value investing significantly outperforms growth investing, or during periods when growth investing significantly outperforms value investing, the Fund may underperform funds that exclusively employ the favored investing style.
FUND PERFORMANCE
The Fund does not have a full calendar year of operations. Performance information will be included in the Funds next annual or semi-annual shareholder report.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. Pictet Asset Management Limited (PAM) serves as the subadviser to the Fund.
Mr. Fabio Paolini, CFA, Head of EAFE Equities at PAM, has served as the Lead Portfolio Manager since the Funds inception in April 2014. Ms. Swee-Kheng Lee, Senior Investment Manager of Developed Equities at PAM, and Mr. Benjamin Beneche, CFA, Investment Manager of Developed Equities at PAM, have served as a Co-Portfolio Managers since the Funds inception in April 2014.
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 87
INVESTMENT OBJECTIVE
The Fund seeks total return through a combination of growth and income.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
SHAREHOLDER FEES
(fees paid directly from your investment)
Class N Shares | Class I Shares | |||||||
Redemption Fee (on shares held less than 90 days, as a percentage of amount redeemed) | 2.00 | % | 2.00 | % |
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 1.00 | % | 1.00 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % | ||||
Fee Waiver and/or Expense Reimbursement (a) |
[ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (a) | [ ] | % | [ ] | % |
(a) | The investment adviser is contractually obligated to waive management fees and/or reimburse ordinary operating expenses, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, through February 29, 2016, to the extent that operating expenses exceed 1.37% of the Funds average daily net assets with respect to Class N shares and 1.12% of the Funds average daily net assets with respect to Class I shares. Prior to February 29, 2016, the arrangement may be amended or terminated for a class only by a vote of the Board of Trustees of Aston Funds. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5%, operating expenses remained the same, and expenses were capped for one year in each period.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
Under normal conditions, the Fund invests at least 80% of its assets in real estate investment trusts (REITs) and common stocks and other equity securities of U.S. and foreign companies principally engaged in the real estate sector.
The Fund emphasizes publicly traded real estate-related securities of companies domiciled in the United States and Canada. The Fund does not invest in real estate directly. The Fund is classified as non-diversified.
Securities are selected for the Fund using a fundamental bottom-up stock selection process. The subadviser uses a proprietary relative cash flow multiple analysis to estimate values of portfolio companies, which takes into account multiple factors including:
n |
Capital structure |
n |
Earnings growth |
n |
Earnings momentum |
n |
Earnings quality |
Prospectus | 88
n |
Liquidity |
n |
Property quality |
The subadviser also uses a proprietary model to assess net asset value (NAV) based on both quantitative measures and incorporating a qualitative assessment of management ability. A warranted share price is calculated from a combination of the outputs from the multiple analysis model and the NAV model. While securities are selected primarily from the universe of companies comprising the benchmark index, the Fund may invest to a limited degree in companies outside of the benchmark index. To manage risk, the subadviser employs portfolio constraints such as limits on position size, market capitalization and geographic and sector exposure. The Funds investment strategies may result in high portfolio turnover.
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held by the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
Non-Diversification Risk. The Fund may invest a larger percentage of its assets in a given security than a diversified fund. As a result, it may be more susceptible to a single adverse economic, political or regulatory occurrence affecting one or more issuers and may experience increased volatility due to its concentrated investments in those securities.
[Portfolio Turnover Risk. Frequent trading of the Funds portfolio holdings may result in a higher than average level of capital gains, including short-term capital gains, and will result in greater transaction costs to the Fund. To the extent distributions to shareholders are made from net short-term capital gains (i.e., net capital gain on securities held or treated as held by the Fund for one year or less minus any net capital losses on securities held or treated as held by the Fund for more than one year), the distributions will be taxed at ordinary income rates for federal income tax purposes, rather than at the lower long-term capital gains rates. Greater transaction costs and higher expenses as a result of portfolio turnover can negatively impact the Funds performance.]
REIT Risk. Securities of REITs may be affected by changes in the values of their underlying properties. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, which may be subject to defaults by borrowers and self-liquidations. Some REITs may have limited diversification and may be subject to risks inherent in investments in a limited number of properties, in a narrow geographic area, or in a single property type. Real estate prices are also affected by general economic conditions. When growth is slowing, demand for property decreases and prices and rents may decline. High or rising interest rates, which result in high or rising mortgage and financing costs, may restrain buying and selling activity, reducing the appeal of real estate investments. Distributions from REITs generally are taxed as ordinary income for federal income tax purposes.
Sector Concentration Risk. The Fund may entail greater risks than investing in funds diversified across sectors. Because the Fund may at times have a significant portion of its assets in one or more related sectors, the Fund may be subject to a greater level of market risk and its performance may be more volatile than a fund that does not concentrate its investments in a specific sector.
Style Risk. The subadvisers stock selection strategy includes both value and growth factors. During periods when value investing significantly outperforms growth investing, or during periods when growth investing significantly outperforms value investing, the Fund may underperform funds that exclusively employ the favored investing style.
Prospectus | 89
FUND PERFORMANCE
The bar chart shows how the performance of the Class N shares of the Fund has varied from year to year over the periods shown. Class N shares and Class I shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of the Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
The following table indicates how the Funds average annual returns for different calendar periods compared to the returns of broad-based securities market indices. Average annual total returns for both indices are included in the table below.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/Harrison Street Real Estate Fund | ||||||||||||||||
1 Year | 5 Years | 10 Years | Since Inception | |||||||||||||
Class N Shares (Inception 12/30/97): | ||||||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Class I Shares (Inception 9/20/05): | ||||||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
FTSE/NAREIT All Equity REITs Total Return Index (Reflects no deduction for taxes, expenses or fees. Index return since inception for Class N shares is computed from December 31, 1997. Index return for Class I shares, since inception, computed from September 30, 2005, is [ ]%.) | [ ] | % | [ ] | % | [ ] | % | [ ] | % |
Harrison Street Securities, LLC (HSS) became the subadviser to the Fund on June 30, 2011. Performance prior to that date reflects the performance of a previous subadviser. Performance prior to September 22, 2001 reflects the performance of a predecessor fund.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sales of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class N shares. After-tax returns for Class I shares will vary.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. HSS serves as the subadviser to the Fund.
Mr. Reagan Pratt and Mr. James Kammert, CFA, each a principal and managing member of HSS, serve as Portfolio Managers of the Fund. Mr. Pratt and Mr. Kammert have served as the Funds Portfolio Managers since June 2011.
Prospectus | 90
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 91
INVESTMENT OBJECTIVE
The Fund seeks long-term total return.
FEES AND EXPENSES
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)
Class N Shares | Class I Shares | |||||||
Management Fees | 0.75 | % | 0.75 | % | ||||
Distribution and Service (12b-1) Fees | 0.25 | % | None | |||||
Other Expenses | [ ] | % | [ ] | % | ||||
Acquired Fund Fees and Expenses | [ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses | [ ] | % | [ ] | % | ||||
Fee Waiver and/or Expense Reimbursement (a) |
[ ] | % | [ ] | % | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (a) | [ ] | % | [ ] | % |
(a) | The investment adviser is contractually obligated to waive management fees and/or reimburse ordinary operating expenses, not including investment-related costs (such as brokerage commissions), interest, taxes, extraordinary expenses and acquired fund fees and expenses, through February 29, 2016, to the extent that operating expenses exceed 1.35% of the Funds average daily net assets with respect to Class N shares and 1.10% of the Funds average daily net assets with respect to Class I shares. Prior to February 29, 2016, the arrangement may be amended or terminated for a class only by a vote of the Board of Trustees of Aston Funds. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example shows the operating expenses you would incur as a shareholder if you invested $10,000 in the Fund over the time periods shown and you redeem all your shares at the end of those periods. The example assumes that the average annual return was 5%, operating expenses remained the same, and expenses were capped for each period.
Although your actual costs may be higher or lower, based on the above assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class N Shares | $ | [ ] | $ | [ ] | $ | [ ] | $ | [ ] | ||||||||
Class I Shares | [ ] | [ ] | [ ] | [ ] |
PORTFOLIO TURNOVER
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was [ ]%.
PRINCIPAL INVESTMENT STRATEGIES
The Fund invests primarily in a combination of equity, fixed income and short-term securities. Generally, between 50% and 70% of the Funds total assets will be invested in equity securities and at least 25% will be invested in fixed income securities to provide a stable flow of income. The portfolio allocation will vary based upon the subadvisers assessment of the return potential of each asset class. For equity investments, the subadviser uses a bottom-up approach to stock selection and seeks high quality, well-established large-cap companies that the subadviser believes are growing their near-term earnings at an above average rate. The Fund defines a large-cap company as one having a market capitalization of $5 billion or more at the time of acquisition. The subadviser emphasizes valuation to find companies selling at a discount to their intrinsic value. These companies must pass an initial capitalization screen and:
n |
Have a strong history of earnings growth |
n |
Be attractively priced, relative to the companys potential for above average long-term earnings and revenue growth |
n |
Have strong balance sheets |
n |
Have a sustainable competitive advantage |
n |
Be currently, or have the potential to become, industry leaders |
n |
Have the potential to outperform during market downturns |
The Fund may invest in foreign securities (directly and through depositary receipts).
When selecting equity securities, the subadviser limits sector and individual security exposure and adheres to a strong sell discipline in order to minimize risk.
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When selecting fixed income securities, the subadviser strives to maximize total return and minimize risk primarily through actively adjusting the portfolios duration and sector weightings. Emphasis is also placed on diversification and credit analysis.
The Fund will invest in fixed income securities only with an A or better rating. Investments will include:
n |
U.S. government securities |
n |
Corporate bonds |
n |
Mortgage/asset-backed securities |
n |
Money market securities and repurchase agreements |
PRINCIPAL RISKS
You could lose money by investing in the Fund. There can be no assurance that the Funds investment objective will be achieved. The following is a summary of the principal risks of investing in the Fund.
Asset-Backed and Mortgage-Backed Securities Risks. Asset-backed and mortgage-backed securities are subject to the risk of prepayment. This is more likely to occur when interest rates decline because many borrowers refinance mortgages and other loans to take advantage of more favorable rates. Prepayments on mortgage-backed securities are also affected by other factors, such as the volume of home sales. The Funds yield will be reduced if cash from prepaid securities is reinvested in securities with lower interest rates. The risk of prepayment may also decrease the value of mortgage-backed securities. Asset-backed securities may have a higher level of default and recovery risk than mortgage-backed securities. However, both of these types of securities may decline in value because of mortgage foreclosures or defaults on the underlying obligations.
Credit risk is greater for mortgage-backed securities that are subordinate to another security (i.e., if the holder of a mortgage-backed security is entitled to receive payments only after payment obligations to holders of the other security are satisfied). Mortgage-backed securities issued by private issuers, whether or not such obligations are subject to guarantees by the private issuer, may entail greater risk than mortgage-backed securities guaranteed by the U.S. government. During periods of financial stress the markets for asset-backed and mortgage-backed securities may experience significantly lower valuations and reduced liquidity.
Credit Risk. Credit risk (also called default risk) is the risk that the issuer of a security will not be able to make principal and interest payments on a debt issue on a timely basis or at all, which could result in losses to the Fund. The credit ratings of issuers could change and negatively affect the Funds share price or yield. When the Fund uses derivative instruments to seek credit exposure to underlying issuers, it is subject to the credit risk of both the underlying issuer(s) and the counterparty (typically a broker or bank) to the instrument.
Foreign Securities Risk. Investing in the securities of foreign issuers involves special risks and considerations in addition to those typically associated with investing in U.S. companies. The securities of foreign companies may be less liquid and their prices may fluctuate more widely than those traded in U.S. markets. Foreign companies and markets may also have less governmental supervision. There may be difficulty in enforcing contractual obligations against, and little public information about, the companies. Trades typically take more time to settle and clear, and the costs of buying and selling foreign securities are generally higher than the costs associated with buying and selling securities traded in U.S. markets.
The values of the foreign securities held by the Fund may be affected by changes in currency exchange rates or control regulations. If a local currency gains against the U.S. dollar, the value of a holding denominated in that currency increases in U.S. dollar terms. If a local currency declines against the U.S. dollar, the value of the holding decreases in U.S. dollar terms. Changes in economic, tax or foreign investment policies, or other political, governmental or economic actions can adversely affect the value of the foreign securities held by the Fund. In foreign countries, accounting, auditing and financial reporting standards and other regulatory practices and requirements are generally different from those required for U.S. companies. Investments in securities of foreign issuers may also be subject to foreign withholding and other taxes.
Growth Style Risk. Growth investing involves buying stocks of companies that the subadviser believes offer above-average growth potential. These stocks may have relatively high valuations, as measured by traditional valuation metrics (e.g., price-to-earnings ratios or price-to-book ratios). Growth stocks may be more volatile than other stocks because they are generally more sensitive to investor perceptions and market moves. Because different types of stocks go in and out of favor with prevailing market and economic conditions, the Funds performance may be adversely affected when growth stocks underperform.
Interest Rate Risk. Fluctuations in prevailing interest rates directly affect the market prices of bonds. When market interest rates rise, bond prices fall. The longer the time to maturity of a bond, the more sensitive a bonds price will be to changes in interest rates. In other words, a long-term bond (e.g., 30-year maturity) will have greater price sensitivity than a short-term bond (e.g., 2-year maturity). Short-term and long-term bond prices and interest rates do not typically move the same amount or for the same reasons. Interest rate changes will impact high yield bonds in different ways depending on credit ratings. BB rated bonds are more vulnerable to prevailing rates and act more like their investment grade counterparts. For bonds rated B and below, credit risk is more significant than interest rate risk. The values of securities with variable interest rates are generally less sensitive to interest rate changes than those of fixed rate securities. However, variable rate securities may decrease in value if prevailing rates decrease or if variable rates do not rise as much as rates in general. The reduction or withdrawal of accommodative monetary policy and/or governmental intervention in securities markets may result in higher short-term or long-term interest rates in the future, which would have a negative impact on the prices of fixed income securities and, in turn, the Funds net asset value.
Liquidity Risk. When there is no willing buyer and a security cannot be readily sold at the desired time or price, the Fund may need to accept a lower price or may not be able to sell the security at all. An inability to sell securities, at the Funds desired price or at all, can adversely affect the Funds value or prevent the Fund from being able to take advantage of other investment opportunities.
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Manager Risk. The performance of the Fund is dependent upon the investment advisers skill in selecting managers and the subadvisers skill in making appropriate investments. As a result, the Fund may underperform its benchmark or its peers.
Market Risk. The Funds share price can move down in response to stock market conditions, changes in the economy or changes in a particular companys stock price. An individual stock may decline in value even when the value of stocks in general is rising.
Prepayment Risk. Mortgage-backed securities carry prepayment risk. Prices and yields of mortgage-backed securities assume that the underlying mortgages will be paid off according to a preset schedule. If the underlying mortgages are paid off early, such as when homeowners refinance as interest rates decline, the Fund may be forced to reinvest the proceeds in lower yielding, higher priced securities. This may reduce the Funds total return.
U.S. Government Agency Securities Risk. Certain U.S. government agency securities are backed by the right of the issuer to borrow from the U.S. Treasury while others are supported only by the credit of the issuer or instrumentality. While the U.S. government has historically provided financial support to U.S. government-sponsored agencies or instrumentalities during times of financial stress, such as the various actions taken to stabilize the Federal National Mortgage Association and Federal Home Loan Mortgage Corporation during the credit crisis of 2008, no assurance can be given that it will do so in the future. Such securities are neither issued nor guaranteed by the U.S. Treasury.
FUND PERFORMANCE
The bar chart shows how the performance of the Class N shares of the Fund has varied from year to year over the periods shown. Class N shares and Class I shares are invested in the same portfolio of securities, so the annual returns would differ only to the extent that the classes have different expenses. The annual returns of the Class I shares would be higher than the returns of the Class N shares due to 12b-1 fees paid by Class N shares. This information may help illustrate the risks of investing in the Fund. The Fund makes updated performance information available on the Funds website, www.astonfunds.com, or by calling toll-free 800-992-8151. As with all mutual funds, past performance (before and after taxes) does not guarantee future performance.
Class N Shares
Calendar Year Total Return
|
||||||||||
Best quarter: | [ | ] | [ | ]% | ||||||
Worst quarter: | [ | ] | [ | ]% | ||||||
The table below indicates how the Funds average annual returns for different calendar periods compared to the returns of broad-based securities market indices and a composite intended to reflect the asset allocation characteristics of balanced funds in general.
Average Annual Total Returns
(For the periods ended December 31, 2014)
ASTON/Montag & Caldwell Balanced Fund | ||||||||||||||||
1 Year | 5 Years | 10 Years | Since Inception | |||||||||||||
Class N Shares (Inception 11/2/94): | ||||||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Return After Taxes on Distributions and Sale of Fund Shares |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Class I Shares (Inception 12/31/98): | ||||||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
S&P 500 Index (Reflects no deduction for taxes, expenses or fees. Index shares are computed from October 31, 1994. Index return for Class I shares, since inception, is [ ]%.) | [ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
Barclays Capital U.S. Government Credit Bond Index (Reflects no deduction for taxes, expenses or fees. Index shares are computed from October 31, 1994. Index return for Class I shares, since inception, is [ ]%.) | [ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||
60% S&P 500 Index/40% Barclays Capital U.S. Government Credit Bond Index (Reflects no deduction for taxes, expenses or fees. Index shares are computed from October 31, 1994. Index return for Class I shares, since inception, is [ ]%.) | [ ] | % | [ ] | % | [ ] | % | [ ] | % |
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. [In some instances, the Return After Taxes on Distributions and Sales of Fund Shares may be greater than Return Before Taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable gains.] After-tax returns depend on an investors tax situation and
Prospectus | 94
may differ from those shown. After-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown only for Class N shares. After-tax returns for Class I shares will vary.
MANAGEMENT
Aston Asset Management, LLC serves as the investment adviser to the Fund. Montag & Caldwell, LLC (Montag & Caldwell) serves as the subadviser to the Fund.
Mr. Ronald E. Canakaris, CFA, Chairman and Chief Investment Officer of Montag & Caldwell, has served as Portfolio Manager of the Fund since the Funds inception in November 1994. Ms. Helen M. Donahue, CFA, Vice President of Montag & Caldwell, has served as Portfolio Manager of the Fund since February 2013.
PURCHASE AND SALE OF FUND SHARES
Shares of the Fund may be purchased, exchanged, or redeemed on any business day by written request (Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940), wire transfer, online access (www.astonfunds.com), or by telephone (800-992-8151). Investors who wish to purchase, exchange or redeem Fund shares through a broker-dealer should contact the broker-dealer directly.
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) | $ | 500 | $ | 50 | ||||
Custodial Accounts for Minors (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts | $ | 1 Million | $ | 50 |
TAX INFORMATION
The Funds distributions are generally taxable as ordinary income or capital gains for federal income tax purposes, unless you are investing through a tax-deferred account such as a 401(k) or individual retirement account. Distributions on investments made through tax-deferred vehicles, such as 401(k) plans or IRAs, may be taxed later upon withdrawal of assets from those plans or accounts.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Prospectus | 95
Additional Information Regarding Investment Strategies
Each Funds non-fundamental investment policies may be changed by the Board of Trustees without shareholder approval. Each of ASTON/Herndon Large Cap Value Fund, ASTON/Cornerstone Large Cap Value Fund, ASTON/TAMRO Diversified Equity Fund, ASTON/Fairpointe Mid Cap Fund, ASTON/Montag & Caldwell Mid Cap Growth Fund, ASTON/TAMRO Small Cap Fund, ASTON/Silvercrest Small Cap Fund, ASTON/River Road Small Cap Value Fund, ASTON/LMCG Small Cap Growth Fund, ASTON/LMCG Emerging Markets Fund, ASTON/DoubleLine Core Plus Fixed Income Fund, ASTON/TCH Fixed Income Fund, ASTON/Lake Partners LASSO Alternatives Fund, ASTON/Anchor Capital Enhanced Equity Fund and ASTON/Harrison Street Real Estate Fund has adopted a non-fundamental policy of investing at least 80% of its assets in the type of investments suggested by its name in accordance with Rule 35d-1 under the 1940 Act. Pursuant to such rule, shareholders will receive at least 60 days notice of a change in such policy. For purposes of each such policy, the term assets means net assets plus the amount of borrowings for investment purposes.
Each Fund generally intends to purchase securities for long-term investment. However, each Fund may at times purchase securities in anticipation of relatively short-term gains. A Fund may trim its position in a security or eliminate a security from its portfolio for various reasons, including: in connection with the Funds liquidity requirements, as a result of the security having reached a certain weighting in the portfolio, the sector, asset class or other characteristic associated with the security having reached a certain percentage of the portfolios weighting, the security having reached a target price ratio or yield objective determined by the Funds subadviser, the subadvisers belief that the particular investment has become overvalued, the subadvisers loss of confidence in the companys management, the companys results being inconsistent with the subadvisers forecast, the subadvisers belief that another security offers a better opportunity, as a result of the security suffering losses, changes in interest rates or the credit rating of an issuer, changes in certain fundamentals of a security, or by reason of an unforeseen economic or other development. A Fund may also sell a security and simultaneously purchase the same or a comparable security to take advantage of short-term differentials in bond yields or securities prices.
In addition to the principal investment strategies described in the Fund Summaries, there may be times when the Funds use secondary investment strategies in seeking to achieve their investment objectives. Information regarding such secondary strategies, as well as additional information regarding certain principal strategies, is shown below.
Affiliated Funds
Investing in other investment companies managed by a Funds subadviser involves potential conflicts of interest. For example, the subadviser or its affiliates may receive fees based on the amount of assets invested in those funds, which fees may be higher than the fees the subadviser receives for managing the Fund. Investments by a Fund in those other funds may be beneficial in the management of those other funds, by helping to achieve economies of scale or enhancing cash flows. The subadviser may have an incentive to delay selling or redeeming a Funds investment in an affiliated fund in order to minimize any adverse effect on that fund. These and other factors may give the subadviser an economic or other incentive to make or retain an investment for a Fund in an affiliated fund in lieu of other investments that may also be appropriate for the Fund.
Asset-Backed Securities
Asset-backed securities are payable from pools of obligations other than mortgages. Most asset-backed securities involve consumer or commercial debts with maturities of less than ten years. However, almost any type of fixed income assets (including other fixed income securities) may be used to create an asset-backed security. Asset-backed securities may take the form of notes or pass through certificates. Asset-backed securities are subject to prepayment risk.
Below Investment Grade (High Yield) Securities
Below investment grade (high yield) securities are lower rated, higher yielding securities issued by corporations. They are generally rated below investment-grade (i.e., Ba1/BB+ and below) by national security rating agencies, or if unrated, are judged by the adviser or a subadviser to be of equivalent quality. They are considered speculative and are commonly known as junk bonds.
Collateralized Mortgage Obligations
Collateralized mortgage obligations are fixed income securities secured by mortgage loans and other mortgage-backed securities. Collateralized mortgage obligations carry general fixed income securities risks and risks associated with mortgage-backed securities.
Commercial Paper
Commercial paper is a short-term fixed income security issued by a bank, corporation or other borrower. There is the risk that the issuer of the commercial paper will not be able to make principal and/or interest payments. Commercial paper may include securities issued in reliance on the private placement exemption under Section 4(2) of the Securities Act of 1933, as amended (the 1933 Act). Section 4(2) paper is generally sold to an institutional investor, such as a Fund, that agrees that it is purchasing the paper for investment and not with a view to public distribution. Any resale of Section 4(2) commercial paper must similarly be in an exempt transaction.
Convertible Securities
Convertible securities are fixed income or equity securities that pay interest or dividends, respectively, and that may be exchanged on certain terms into common stock of the issuer.
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Because of the conversion feature, the market value of convertible securities tends to move together with the market value of the underlying common stock. The value of convertible securities is also affected by prevailing interest rates, the credit quality of the issuer and any call provisions. There is the risk that the issuer of convertible preferred stock will not be able to make dividend payments or that the issuer of a convertible bond will not be able to make principal and/or interest payments, as well as the risk that the holder of the security may not take advantage of the convertible features in the appropriate time frame.
Corporate Debt Securities
Corporate debt securities are fixed income securities issued by businesses. Notes, bonds, debentures and commercial paper are the most prevalent types of corporate debt securities. A Fund may also purchase interests in bank loans made to companies. The credit risks of corporate debt securities vary widely among issuers.
In addition, the credit risk of an issuers debt security may vary based on its priority for repayment. For example, higher ranking (senior) debt securities have a higher priority than lower ranking (subordinated) securities. This means that the issuer might not make payments on subordinated securities while continuing to make payments on senior securities. In addition, in the event of bankruptcy, holders of senior securities may receive amounts otherwise payable to the holders of subordinated securities.
Some subordinated securities, such as trust preferred and capital securities notes, also permit the issuer to defer payments under certain circumstances. For example, insurance companies issue securities known as surplus notes that permit the insurance company to defer any payment that would reduce its capital below regulatory requirements.
Debentures
Debentures are bonds or promissory notes that are secured by the general credit of the issuer, but not secured by specific assets of the issuer. There is the risk that the issuer of the security will not be able to make principal and/or interest payments.
Defensive Strategy
There may be times when a Fund takes temporary positions that may not follow its principal investment strategies for defensive reasons. This includes investing all or a portion of its total assets in cash or cash equivalents, such as money market securities and repurchase agreements. Although a Fund would do this in seeking to avoid losses, following a defensive strategy could reduce the benefit from any market upswing.
Depositary Receipts of Foreign Securities
Depositary receipts represent ownership of securities in foreign companies and are held in banks and trust companies. They can include American Depositary Receipts (ADRs), which are traded on U.S. exchanges and are U.S. dollar-denominated, European Depositary Receipts (EDRs), which are traded on European exchanges and may not be denominated in the same currency as the security they represent, and Global Depositary Receipts (GDRs), which are issued globally and evidence a similar ownership arrangement.
Although ADRs, EDRs and GDRs do not eliminate the risks inherent in investing in the securities of foreign issuers, which include market, political, currency and regulatory risk, by investing in ADRs, EDRs or GDRs rather than directly in securities of foreign issuers, a Fund may avoid currency risks during the settlement period for purchases or sales. In general, there is a large, liquid market in the United States for many ADRs. The information available for ADRs is subject to the accounting, auditing and financial reporting standards of the domestic market or exchange on which they are traded, in which standards are more uniform and more exacting than those to which many foreign issuers may be subject. A Fund may invest in ADRs sponsored or unsponsored by the issuer of the underlying security. In the case of an unsponsored ADR, a Fund may bear higher expenses and encounter greater difficulty in receiving shareholder communications than it would have with a sponsored ADR.
Derivatives
The Funds may invest in derivatives primarily for hedging purposes, to maintain liquidity, enhance returns or in anticipation of changes in portfolio composition or to seek capital appreciation, as set forth in the investment strategies of a Fund. Derivatives have a return tied to a formula based upon an interest rate, index, price of a security, or other measurement. Derivatives include options, futures, forward contracts, swaps and related products.
Hedging involves using derivatives to offset a potential loss in one position by establishing an interest in an opposite position. Any loss generated by the derivative should be offset by gains in the hedged investment. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. A Fund may realize a loss if interest rates, security prices, security indices or foreign currencies move in the opposite direction than the subadviser anticipates.
Derivatives will only be used when consistent with the objectives and strategy of a Fund. The subadviser will ensure that the effective market exposure resulting from the use of derivatives will not exceed the total amount available for investment within a Fund (i.e., the use of derivatives will not result in a Fund being leveraged). All derivative positions will be covered by that Funds existing assets.
Emerging Market Securities
Emerging market securities are securities issued by corporations, governments and other issuers located in emerging markets, which are countries whose economies and securities markets are considered by the World Bank to be emerging or developing. Emerging market countries may be located in such regions as Asia, Latin America, the Middle East, Southern Europe, Eastern Europe and Africa. Emerging market securities are subject to a number of risks in addition to general foreign securities risks.
Prospectus | 97
Equity Securities
Equity securities represent a share of an issuers earnings and assets, after the issuer pays its liabilities. A Fund cannot predict the income it will receive from equity securities because issuers generally have discretion as to the payment of any dividends or distributions. However, equity securities offer greater potential for appreciation than many other types of securities because their values may increase with the value of the issuers business. Types of equity securities include common stocks, preferred stocks, convertible preferred stocks, warrants and rights and other securities that represent underlying local shares, such as depositary receipts.
ETFs
An ETF is an investment company, shares of which are traded on a securities exchange. Typically, an ETF seeks to track the performance of an index by holding in its portfolio shares of all the securities, or a representative sample of the securities, that are components of a particular index; however, some ETFs are actively managed. When a Fund invests in an ETF, shareholders of the Fund bear their proportionate share of the ETFs fees and expenses, including operating, registration, trustee, licensing and marketing, as well as their share of the Funds fees and expenses.
ETNs
An ETN is a security that combines aspects of a bond and an ETF. ETN returns are based upon the performance of a market index or a specific strategy, and can be held to maturity as a debt security. ETNs are traded on a securities exchange. The value of an ETN is based on its reference index or strategy and the credit quality of the issuer. ETNs are subject to the additional risk that they may trade at a premium or discount to values attributable to their reference indices. When a Fund invests in an ETN, shareholders of the Fund bear their proportionate share of the ETNs fees and expenses, as well as their share of the Funds fees and expenses.
Fixed Income Securities
Fixed income securities represent a loan to the issuer, to be repaid at, or under certain circumstances prior to, the specified maturity date, and obligate the issuer to pay interest at a specified rate during the term of the security. The rate may be a fixed percentage of the principal or adjusted periodically. Fixed income securities provide more regular income than equity securities. However, the returns on fixed income securities are limited and normally do not increase with the issuers earnings. This limits the potential appreciation of fixed income securities as compared to equity securities.
A securitys yield measures the annual income earned on a security as a percentage of its price. A securitys yield will increase or decrease depending upon whether it costs less (a discount) or more (a premium) than the principal amount. If the issuer redeems or calls the security before its scheduled maturity, the price and yield on a discount or premium security may change based upon the probability of an early redemption. Securities with higher risks generally have higher yields. Equity Funds may invest in fixed income securities to offset the volatility of the stock market. Fixed income securities are intended to provide a stable flow of income for a Fund.
Foreign Securities
Foreign securities are securities issued by corporations, governments and other issuers located outside the United States. Foreign securities are subject to risks in addition to the risks associated with securities with comparable terms of issuers located in the United States.
Interest Only Security
A type of fixed income security that entitles the holder to payments derived from the interest payments on underlying loan pools or securities.
Inverse Floaters
Inverse floaters are derivative debt instruments with a floating rate of interest that pay interest at rates that generally vary inversely with specified short-term interest rates. In addition, like most other fixed-income securities, the value of inverse floaters will decrease as interest rates increase. As a result, as short-term rates increase, both the market price and the yield of an inverse floater will fall. Inverse floaters also typically involve leverage. Accordingly, an inverse floater will typically experience greater price volatility than a fixed-rate obligation of similar credit quality, which could magnify a Funds gains or losses.
Mortgage-Backed Securities
Mortgage-backed securities represent interests in pools of mortgages. The mortgages that comprise a pool normally have similar interest rates, maturities and other terms. Mortgages may have fixed or adjustable interest rates. Interests in pools of adjustable rate mortgages are known as ARMs. Mortgage-backed securities come in a variety of forms. Many have extremely complicated terms. The simplest form of mortgage-backed securities is pass-through certificates. An issuer of pass-through certificates gathers monthly payments from an underlying pool of mortgages. Then, the issuer deducts its fees and expenses and passes the balance of the payments onto the certificate holders once a month. Holders of pass-through certificates receive a pro rata share of all payments and prepayments from the underlying mortgages. As a result, the holders assume all the prepayment risks of the underlying mortgages.
Municipal Securities
Municipal securities, including municipal bonds and notes, are fixed income securities issued by states, counties, cities and other political subdivisions and authorities. Municipal bonds include general obligation bonds, which are backed by the full faith and credit of the issuer and may be repaid from any revenue source, and revenue bonds, which may be repaid only from the revenue of a specific facility or source. Municipal securities may be issued by industrial and economic development authorities, school and college authorities, housing authorities, healthcare facility authorities, municipal utilities, transportation
Prospectus | 98
authorities and other public agencies. Many municipalities issue short-term municipal notes to fund their current operations before collecting taxes or other municipal revenues. Municipalities also may issue notes to fund capital projects prior to issuing long-term bonds. Issuers typically repay the notes at the end of their fiscal year, either with taxes, other revenues or proceeds from newly issued notes or bonds.
Principal Only Security
A principal only security entitles the holder to payments derived from the principal payments on underlying loan pools or securities. The yield on a principal only security depends primarily on the prepayment rates of the underlying loans or securities and generally increases as the prepayment speed of the underlying loan or security increases.
Other Investment Companies
The Funds may invest in securities of other investment companies, including ETFs, open-end funds and closed-end funds. An ETF is an investment company, shares of which are traded on a securities exchange. Shares of an ETF may also be purchased and redeemed directly from the ETF under certain circumstances. Typically, an ETF seeks to track the performance of an index by holding in its portfolio shares of all the companies, or a representative sample of the companies, that are components of a particular index; however, some ETFs are actively managed. Closed-end funds are investment companies that typically issue a fixed number of shares that trade on a securities exchange or over-the-counter. Shares of a closed-end fund may not be purchased or redeemed directly from the fund. The risks of investment in other investment companies typically reflect the risk of the types of securities in which the funds invest. Investments in ETFs and closed-end funds are subject to the additional risk that shares of the fund may trade at a premium or discount to their net asset value per share. A Fund may not purchase more than 3% of another investment companys outstanding shares unless the investment company and/or the Fund has received an order for exemptive relief from such limitation from the SEC and the investment company and the Fund take appropriate steps to comply with any conditions of such order. When a Fund invests in another investment company, shareholders of the Fund bear their proportionate share of the other investment companys fees and expenses as well as their share of the Funds fees and expenses.
Preferred Stocks
Preferred stocks are stocks that typically pay dividends at a specified rate. Dividends are paid on preferred stocks before they are paid on common stocks. In addition, preferred stockholders have priority over common stockholders as to the proceeds from the liquidation of a companys assets, but are subordinate to the other claims of all creditors.
PTPs
PTPs include master limited partnerships and certain other partnerships that meet conditions contained in the Internal Revenue Code of 1986, as amended (the Code). In order to be treated as a partnership for federal income tax purposes, a PTP must generally derive a substantial amount of its income and gains from certain sources, including from the exploration, development, mining or production, processing, refining, transportation or marketing of minerals or natural resources. Other PTPs may be treated as partnerships for federal income tax purposes if certain other limited exceptions under the Code apply. PTPs are typically organized as either limited partnerships or limited liability companies and are listed and traded on a U.S. securities exchange.
REITs
REITs are generally publicly traded pooled investment vehicles that invest all or a portion of their assets in real estate or in mortgages and loans collateralized by real estate. Equity REITs invest primarily in office buildings, apartment complexes, industrial facilities, shopping centers and other types of real estate that produce income from rentals. Mortgage REITs invest primarily in mortgages and derive their income from interest payments. REITs usually specialize in a particular type of property and may concentrate their investments in particular geographical areas. REITs issue stocks and most REIT stocks trade on the major stock exchanges or over-the-counter.
Repurchase Agreements
Repurchase agreements, or repos, are transactions in which a security (usually a government security) is purchased with a simultaneous commitment to sell it back to the seller (a commercial bank or recognized securities dealer) at an agreed upon price on an agreed upon date, usually the next day. If the seller of the underlying security under the repurchase agreement should default on its obligation to repurchase the underlying security, a Fund may experience delay or difficulty in exercising its right to realize upon the security. Additionally, a Fund may incur a loss if the value of the security should decline, as well as any disposition costs in liquidating the security.
Royalty Income Trusts
Royalty income trusts are entities that typically passively manage royalties and net working interests in oil-, gas- or mineral-producing properties and rely on outside drilling or mining companies to extract the resources. Royalty income trusts can be organized in a variety of ways in the United States, Canada and other countries. Beneficial units in royalty income trusts generally represent interests in profits derived from the production of oil, gas or other minerals on the relevant properties. Royalty income trusts generally do not guarantee minimum distributions or return of capital.
Rule 144A Securities
Rule 144A securities are restricted securities that can be purchased only by qualified institutional buyers, as defined under the 1933 Act. Investing in Rule 144A securities may increase the illiquidity of a Funds investments in the event that an adequate trading market does not exist for these securities.
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U.S. Government Securities
U.S. government securities are fixed income obligations of the U.S. government and its various agencies. U.S. government securities issued by the U.S. Treasury (bills, notes and bonds) are backed by the full faith and credit of the federal government. Some government securities not issued by the U.S. Treasury also carry the governments full faith and credit backing on principal or interest payments. Some securities are backed by the issuers right to borrow from the U.S. Treasury and some are backed only by the credit of the issuing organization. All government securities are considered creditworthy. This guarantee, however, does not extend to the market prices for such securities, which can fluctuate.
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Summary of Investment Strategies
Fund |
Asset-and-Mortgage Backed Securities |
Below Investment Grade (High Yield) Securities | Collateralized Mortgage Obligations | Convertible Securities | Corporate Debt Securities | Defensive Strategy | Depositary Receipts of Foreign Securities | Derivatives (e.g., Options, Forwards, Futures, Swaps) | Emerging Market Securities | Equity Securities | ETFs/ ETNs | Fixed Income Securities | Foreign Securities | Preferred Stocks | PTPs | REITs | Royalty Income Trusts | Rule 144A Securities | Securities of Other Investment Companies* | U.S. Government Securities | ||||||||||||||||||||||
ASTON/Montag & Caldwell Growth |
X | X | X | X | X | XP | X | X | X | X | X | |||||||||||||||||||||||||||||||
ASTON/Herndon Large Cap Value |
X | X | X | XP | X | X | X | |||||||||||||||||||||||||||||||||||
ASTON/Cornerstone Large Cap Value |
X | X | XP | X | X | |||||||||||||||||||||||||||||||||||||
ASTON/TAMRO Diversified Equity |
X | X | X | X | X | XP | X | X | X | X | X | |||||||||||||||||||||||||||||||
ASTON/River Road Dividend All Cap Value |
X | X | X | X | XP | X | X | X | X | X | X | X | X | X | ||||||||||||||||||||||||||||
ASTON/River Road Dividend All Cap Value II |
X | X | X | X | XP | X | X | X | X | X | X | X | X | X | ||||||||||||||||||||||||||||
ASTON/Fairpointe Mid Cap |
X | X | X | X | X | XP | X | X | X | X | X | |||||||||||||||||||||||||||||||
ASTON/Montag & Caldwell Mid Cap Growth |
X | X | X | X | XP | X | X | X | X | X | ||||||||||||||||||||||||||||||||
ASTON/TAMRO Small Cap |
X | X | X | X | XP | X | X | X | X | X | ||||||||||||||||||||||||||||||||
ASTON/River Road Select Value |
X | X | X | X | XP | X | X | X | X | X | ||||||||||||||||||||||||||||||||
ASTON/River Road Small Cap Value |
X | X | X | X | XP | X | X | X | X | X | X | |||||||||||||||||||||||||||||||
ASTON/River Road Independent Value |
X | X | X | X | XP | X | X | X | X | X | X | X | ||||||||||||||||||||||||||||||
ASTON/LMCG Small Cap Growth |
X | X | XP | X | X | X | ||||||||||||||||||||||||||||||||||||
ASTON/Silvercrest Small Cap |
X | X | XP | X | X | X | X | |||||||||||||||||||||||||||||||||||
ASTON/DoubleLine Core Plus Fixed Income |
XP | XP | XP | X | XP | X | X | XP | X | XP | XP | X | X | X | XP | |||||||||||||||||||||||||||
ASTON/TCH Fixed Income |
XP | X | X | X | XP | X | X | XP | X | X | XP | |||||||||||||||||||||||||||||||
ASTON/Lake Partners LASSO Alternatives** |
X | X | X | XP | X | |||||||||||||||||||||||||||||||||||||
ASTON/Anchor Capital Enhanced Equity |
X | X | XP | XP | X | X | ||||||||||||||||||||||||||||||||||||
ASTON/River Road Long-Short |
X | X | X | X | XP | X | X | X | X | X | ||||||||||||||||||||||||||||||||
ASTON/Barings International |
X | X | X | X | XP | XP | XP | X | X | X | ||||||||||||||||||||||||||||||||
ASTON/Guardian Capital Global Dividend |
X | X | X | XP | XP | X | XP | X | X | X | ||||||||||||||||||||||||||||||||
ASTON/LMCG Emerging Markets |
X | X | XP | XP | X | XP | X | X | X | |||||||||||||||||||||||||||||||||
ASTON/Pictet International |
X | X | X | XP | XP | X | XP | X | X | X | ||||||||||||||||||||||||||||||||
ASTON/Harrison Street Real Estate |
X | XP | X | X | X | XP | ||||||||||||||||||||||||||||||||||||
ASTON/Montag & Caldwell Balanced |
XP | X | XP | XP | X | X | X | XP | XP | X | X | X | XP |
* | All of the Funds may use securities of other investment companies as a cash sweep vehicle. This category on the chart does not reflect the usage of securities of other investment companies as a cash sweep vehicle or the use of ETFs/ETNs. |
** | Reflects investment strategies of the Fund and is not intended to reflect the investment strategies of the underlying funds in which the Fund may invest. |
X | = Investment strategy applicable to a Fund. |
P | = Components of a Funds principal investment strategy. |
A description of the policies and procedures with respect to the disclosure of each Funds portfolio holdings is available in the Statement of Additional Information (SAI) and on our website at www.astonfunds.com.
Prospectus | 101
The following is a list of terms with definitions that you may find helpful as you read this prospectus.
All-Cap Strategy. An all-cap strategy invests in the equity securities of issuers of any market capitalization, and generally will hold securities of issuers representing a range of sizes.
American Depositary Receipts (ADRs). ADRs represent ownership of securities in foreign stock and are issued by U.S. banks and trust companies. ADRs are denominated in U.S. dollars and are traded on U.S. exchanges.
Bottom-Up Analysis. Bottom-up analysis is an investment approach in which securities are researched and chosen on their individual characteristics with less consideration given to economic or market cycles.
Call Option. A call option is an agreement that gives an investor the right (but not the obligation) to buy a stock, bond, commodity, or other instrument at a specified price within a specific time period or at a specified time.
Closed-End Fund. A closed-end fund is a registered investment company that typically issues a fixed number of shares that trade on a securities exchange or over-the-counter.
Convexity. Convexity is a measure of how the duration of a bond changes as interest rates change; the greater the convexity of a bond, the greater the exposure of interest rate risk to the portfolio.
Correlation. Correlation is a statistical measure of how two securities move in relation to each other.
Covered Call. A covered call is an options strategy whereby an investor holds a long position in an asset and writes (sells) a call option on the same asset, with the goal of the strategy to collect the premium from writing the call without the call option being exercised.
Derivative. A derivative is a security whose price is dependent upon or derived from one or more underlying assets. The derivative itself is merely a contract between two or more parties.
Diversification. Diversification is the practice of investing in a broad range of securities in an effort to reduce risk.
Duration. Duration is a calculation of the average life of a bond (or portfolio of bonds), expressed in years, that is a useful measure of the bonds price sensitivity to interest rate changes. The higher the duration, the greater the sensitivity to a move in interest rates and the potential risk /reward of the bond.
EAFE Countries. EAFE countries are countries located in Europe, Australasia and the Far East.
Emerging Markets. Emerging markets are countries whose economies and securities markets are considered by the World Bank to be emerging or developing. Emerging market countries may be located in such regions as Asia, Latin America, the Middle East, Southern Europe, Eastern Europe and Africa.
Equity Securities. Equity securities are ownership interests in corporations and other entities, such as common stocks, preferred stocks, convertible preferred stocks, warrants and rights and other securities that represent underlying local shares, such as depositary receipts.
European Depositary Receipts (EDRs). EDRs represent ownership of securities in foreign stock, are issued by a foreign bank and are traded on European exchanges. EDRs are generally denominated in foreign currencies and may not be denominated in the same currency as the securities they represent. Generally, EDRs are designed for use in the foreign securities markets.
Exchange-Traded Fund (ETF). An ETF is an investment company, shares of which are traded on an exchange. Typically, an ETF seeks to track the performance of an index by holding in its portfolio all of the securities, or a representative sample of the securities, that are components of a particular index; however, some ETFs are actively managed.
Exchange-Traded Note (ETN). An ETN is a security that combines aspects of a bond and an ETF. ETN returns are based upon the performance of a market index or a specific strategy, and can be held to maturity as a debt security. ETNs are traded on a securities exchange.
Expense Ratio. A funds expense ratio is its cost of doing business, expressed as a percentage of its net assets and disclosed in a prospectus.
Free Cash Flow. Free cash flow represents the cash that a company is able to generate after laying out the money required to maintain or expand its asset base (i.e., its cost of capital).
Fundamental Analysis. Fundamental analysis involves assessing the intrinsic value of a particular stock or group of stocks based on an analysis of the balance sheet and income statement of the company. Fundamental analysis considers various historical financial statistics or metrics such as return on equity, free cash flow, price-to-earnings ratio, and similar measures to determine future trends in a companys stock.
Global Depositary Receipts (GDRs). GDRs represent ownership of securities in foreign stock and are issued by a foreign bank. GDRs are generally denominated in foreign currencies and may not be denominated in the same currency as the securities they represent. Generally, GDRs are designed for use in the foreign securities markets.
Growth at a Reasonable Price (GARP). GARP investing involves buying stocks that have a reasonable price-to-earnings ratio in relationship to a companys earnings growth rate.
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Growth Style Investing. Growth style investing involves buying stocks of companies that are expected to have above-average growth rates. Typically, growth stocks are the stocks of the fastest growing companies in the most rapidly growing sectors of the economy. Valuations of stocks, as measured by traditional valuation metrics, may be higher than those of value stocks.
Hedged Mutual Fund. A hedged mutual fund is a mutual fund that uses short-selling, hedging or other alternative strategies in an effort to manage risk or to profit from downward movements of securities or markets. The risks of hedged mutual funds may differ and are sometimes greater than those of conventional mutual funds.
Investment Objective. A funds investment objective is the goal that an investor and a mutual fund seek together. Examples include current income, total return, long-term capital growth, etc.
Intrinsic Value. A companys intrinsic value is an estimation of its actual value, irrespective of its stock price.
Issuer. An issuer is a company, municipality or government agency that issues a security, such as a stock, bond or money market security.
Large-Cap Stocks. Large-cap stocks are stocks issued by large companies. Unless otherwise defined by a Fund, a large-cap company is defined as one having a market capitalization, at the time of acquisition, within the range of market capitalizations of companies constituting the Russell 1000 Index. Typically, large-cap companies are established, well-known companies; some may be multinationals.
Limited Partnerships. A limited partnership is a business organization with one or more general partners who manage the business and are personally liable for the partnerships debts, and one or more limited partners who are liable only to the extent of their investment in the partnership.
Management Fee. The management fee is the amount that a mutual fund pays to the investment adviser for its services.
Market Capitalization. Market capitalization is the value of a corporation or other entity as determined by the market price of its securities.
Mid-Cap Stocks. Mid-cap stocks are stocks issued by mid-sized companies. Unless otherwise defined by a Fund, a mid-cap company is defined as one having a market capitalization, at the time of acquisition, within the range of market capitalizations of companies constituting the Russell Midcap Index.
Mutual Fund. A mutual fund is an investment company that stands ready to buy back its shares at their current net asset value. Most mutual funds continuously offer new shares to investors.
Net Asset Value (NAV). The NAV is the per share value of a mutual fund, found by subtracting the funds liabilities from its assets and dividing by the number of shares outstanding. Mutual funds calculate their NAVs at least once a day.
Publicly Traded Partnerships (PTPs). PTPs are limited partnerships that have interests traded in the equity securities market.
Put Option. A put option is an agreement that gives an investor the right (but not the obligation) to sell a stock, commodity, or other instrument at a specific price within a specific time period or at a specified time.
Real Estate Investment Trusts (REITs). REITs are pooled investment vehicles that typically invest directly in real estate, in mortgages and loans collateralized by real estate, or in a combination of the two.
Risk/Reward Trade-Off. Risk/reward trade-off is the principle that an investment must offer higher potential returns as compensation for the likelihood of increased volatility.
Royalty Income Trusts. Royalty income trusts are trusts whose securities are listed on a securities exchange, generally in Canada or the United States, and that typically passively manage royalties and net working interests in oil-, gas- or mineral-producing properties and rely on outside drilling or mining companies to extract the resources. Royalty income trusts generally pay out to unit holders the majority of the cash flow that they receive from the production and sale of underlying oil, gas or mineral reserves. The amount of distributions paid on royalty income trust units will vary from time based on production levels, commodity prices, royalty rates and certain expenses, deductions and costs, as well as on the distribution payouts ratio policies adopted.
Small-Cap Stocks. Small-cap stocks are stocks issued by smaller companies. Unless otherwise defined by a Fund, a small-cap company is defined as one having a market capitalization, at the time of acquisition, within the range of market capitalizations of companies constituting the Russell 2000 Index.
Top-Down Analysis. Top-down analysis is an investment approach in which securities are researched at the industry or sector level based on market trends and/or economic forecasts.
Total Return. Total return is a measure of a funds performance that encompasses all elements of return: dividends, capital gains distributions and changes in net asset value. Total return is the change in value of an investment over a given period, assuming investment of dividends and capital gains distributions, expressed as a percentage of the initial investment.
12b-1 Fee. A 12b-1 fee is a mutual fund fee, named for the SEC rule that permits it, used to pay for distribution costs (such as advertising and commissions paid to dealers) and shareholder services. If a fund has a 12b-1 fee, it is found in the fee table of its prospectus. (See Distribution and Services Plan 12b-1 Fees in the Shareholder Information Section.)
Value Style Investing. Value style investing involves buying stocks that are out of favor and/or believed to be trading for less than their intrinsic value. Valuations of value stocks, as measured by traditional valuation metrics, may be lower than those of growth stocks.
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Volatility. A historical measure of the variation in the price of a security. High volatility means that prices have changed dramatically, while low volatility means that prices have not fluctuated dramatically in the past. Volatility is often used as a proxy for the risk of a security.
Weighted Average Effective Duration. Weighted average effective duration provides a measure, in years, of a funds interest-rate sensitivity. The longer the duration, the more sensitive the fund is to changes in interest rates. The calculation is a weighted average of the time to each interest (coupon) and principal payment. Effective duration takes into account not only interest rate movements but cash flow changes when callable securities (those that may be paid before maturity) are involved.
Yield. Yield is a measure of net income (dividends and interest) earned by the securities in a funds portfolio, less a funds expenses, during a specified period. A funds yield is expressed as a percentage of the maximum offering price per share on a specified day.
Yield Curve. The yield curve is the relation between the interest rate (or cost of borrowing) and the time to maturity of the debt. A normal yield curve is upward sloping, in other words, the yield increases as the maturity lengthens. An inverted yield curve occurs when short-term yields are higher than long-term yields.
Zero-Coupon Bonds. Zero-coupon bonds are debt securities that do not pay interest at regular intervals and are issued at a discount from face value. The discount approximates the total amount of interest the bond will accrue from the date of issuance to maturity.
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Aston Asset Management, LLC
Aston Asset Management, LLC (Aston or the Adviser), 120 N. LaSalle Street, 25th Floor, Chicago, Illinois 60602, is the investment adviser to the Funds. Aston is a wholly-owned, indirect subsidiary of Affiliated Managers Group, Inc. (AMG). More information on AMG is available in the SAI. Aston was formed in April 2006 and as of December 31, 2014, Aston had approximately $[ ] billion in assets under management.
Aston provides investment advisory, mutual fund administration and distribution-related services to Aston Funds. Aston manages each Fund by selecting one or more other investment managers (each, a Subadviser) to manage each Funds portfolio on a subadvisory basis. Aston is responsible for identifying and selecting each Funds investment managers, monitoring the performance of such managers, and terminating managers.
The Funds operate under a manager-of-managers structure pursuant to which the investment adviser to each Fund may allocate and reallocate the assets of such Fund between and among subadvisers in reliance upon any applicable manager-of-managers exemptive order (and any amendments thereto) granted by the SEC and deemed to be in the best interests of such Fund and its shareholders or any future rule that may be adopted by the SEC. At present, two such exemptive orders are available to the Funds: an exemptive order issued by the SEC to Aston and Aston Funds that enables Aston, subject to the approval of the Board of Trustees, but without the need for shareholder approval, to retain and terminate subadvisers, engage new subadvisers (including entering into new subadvisory agreements) and make material revisions to the terms of subadvisory agreements; and an exemptive order issued by the SEC to AMG Funds LLC (AMG Funds), the wholly-owned subsidiary of AMG through which AMG holds its interests in Aston, which allows AMG Funds and any entity that controls AMG Funds, that AMG Funds controls or that is under common control with AMG Funds to enter into and materially amend contracts with subadvisers for the funds managed by such entity without shareholder approval.
General
As the investment adviser to the Funds, Aston is paid an annual management fee based on the average daily net assets of each Fund. Out of its fee, Aston pays the Subadviser of each Fund. The table, later in this Management of the Funds Section, shows the management fees paid by each Fund to Aston for the most recent fiscal year. The investment advisory agreement with Aston may be terminated at any time by a Fund or by Aston upon 60 days written notice to the other party. A Fund may effect termination by an action of the Board of Trustees or by a vote of a majority of the Funds outstanding voting securities.
A discussion regarding the basis for the Board of Trustees approval of each Funds investment advisory agreement and subadvisory agreement will be included in the Funds first annual or semi-annual report to shareholders following such approval.
The accompanying information highlights each Funds Subadviser and its portfolio manager(s).
ASTON/Montag & Caldwell Growth Fund
ASTON/Montag & Caldwell Mid Cap Growth Fund
ASTON/Montag & Caldwell Balanced Fund
Montag & Caldwell, LLC (and its predecessor), 3455 Peachtree Road, NE, Suite 1200, Atlanta, Georgia 30326, was founded in 1945. As of December 31, 2014, Montag & Caldwell managed approximately $ billion in assets.
ASTON/Herndon Large Cap Value Fund
Herndon Capital Management, LLC, 191 Peachtree Street, NE, Suite 2500, Atlanta, Georgia 30303, is an institutional investment management firm specializing in large capitalization equity strategies. Founded in 2001, the firm is majority-owned by Atlanta Life Financial Group, a financial services firm that is more than 100 years old, which is majority owned by the Alonzo F. and Norris B. Herndon Foundation, Inc. Members of Herndon senior management currently own [45%] of the firm. As of December 31, 2014, Herndon managed approximately $ billion in assets.
ASTON/Cornerstone Large Cap Value Fund
Cornerstone Investment Partners, LLC, Phipps Tower, 3438 Peachtree Road, NE, Suite 900, Atlanta, Georgia 30326, was founded in 2001. Cornerstone is 100% owned by CIM Holdings, LLC, which is 100% owned by Cornerstones employees. As of December 31, 2014, Cornerstone managed approximately $ billion in assets.
ASTON/TAMRO Diversified Equity Fund
ASTON/TAMRO Small Cap Fund
TAMRO Capital Partners LLC, 1701 Duke Street, Suite 250, Alexandria, Virginia 22314, was founded in 2000. TAMRO is majority-owned by the principals of the firm. As of December 31, 2014, TAMRO managed approximately $[ ] billion in assets.
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ASTON/River Road Dividend All Cap Value Fund
ASTON/River Road Dividend All Cap Value Fund II
ASTON/River Road Select Value Fund
ASTON/River Road Small Cap Value Fund
ASTON/River Road Independent Value Fund
ASTON/River Road Long-Short Fund
River Road Asset Management, LLC, Meidinger Tower, 462 South Fourth Street, Suite 1600, Louisville, Kentucky 40202, was founded in 2005. AMG holds an indirect, majority equity interest in River Road, and members of River Roads senior management team hold a substantial minority equity interest in the firm. As of December 31, 2014, River Road managed approximately $[ ] billion in assets.
ASTON/Fairpointe Mid Cap Fund
Fairpointe Capital LLC, One North Franklin, Suite 3300, Chicago, Illinois 60606, was founded in 2011. Fairpointe is 100% owned by its employees. As of December 31, 2014, Fairpointe managed approximately $[ ] billion in assets.
ASTON/LMCG Small Cap Growth Fund
ASTON/LMCG Emerging Markets Fund
LMCG Investments, LLC (formerly, Lee Munder Capital Group, LLC), 200 Clarendon Street, 28th Floor, Boston, Massachusetts 02116, was founded in August 2000. LMCG is majority-owned by Convergent Capital Management, LLC. As of December 31, 2014, LMCG managed approximately $[ ] billion in assets.
ASTON/Silvercrest Small Cap Fund
Silvercrest Asset Management Group LLC, 1330 Avenue of the Americas, 38 th Floor., New York, New York 10019, was founded in 2002. Silvercrest is wholly-owned by Silvercrest L.P. The General Partner of Silvercrest L.P. is publicly-held Silvercrest Asset Management Group Inc. As of December 31, 2014, Silvercrest managed approximately $[ ] billion in assets.
ASTON/DoubleLine Core Plus Fixed Income Fund
DoubleLine Capital LP, 333 South Grand Avenue, Suite 1800, Los Angeles, California 90071, was founded in December 2009 by Mr. Jeffrey Gundlach and other key members of DoubleLines investment team, and is majority-owned by DoubleLine employees. As of December 31, 2014, DoubleLine managed approximately $[ ] billion in assets.
ASTON/TCH Fixed Income Fund
Taplin, Canida & Habacht LLC, 1001 Brickell Bay Drive, Suite 2100, Miami, Florida 33131, was founded in 1985. TCH is a majority-owned subsidiary of BMO Financial Corp., a subsidiary of the Bank of Montreal. As of December 31, 2014, TCH managed approximately $[ ] billion in assets.
ASTON/Lake Partners LASSO Alternatives Fund
Lake Partners, Inc., 4 High Ridge Park, Suite 300, Stamford, Connecticut 06905, was founded in 1989. The firm is wholly-owned by its senior investment professionals and founders, Mr. Frederick C. Lake and Mr. Ronald A. Lake. As of December 31, 2014, Lake Partners managed approximately $686.0 million in assets and provided investment consulting services to approximately $[ ] billion in assets.
ASTON/Anchor Capital Enhanced Equity Fund
Anchor Capital Advisors LLC, One Post Office Square, Suite 3850, Boston, Massachusetts 02109, was established in 1983. Eighty percent (80%) of Anchor Capital is owned by Anchor Capital Holdings LLC, which is a wholly-owned subsidiary of publicly-held Boston Private Financial Holdings, Inc. As of December 31, 2014, Anchor Capital managed approximately $[ ] billion in assets.
ASTON/Barings International Fund
Baring International Investment Limited, 155 Bishopsgate, London EC2M 3XY, United Kingdom, was founded in 1980. Baring International Investment Limited is a subsidiary of Baring Asset Management Limited (together with its subsidiaries and Baring Asset Management LLC constitute Barings). As of December 31, 2014, Barings managed approximately $[ ] billion in assets.
ASTON/Harrison Street Real Estate Fund
Harrison Street Securities, LLC, 71 South Wacker Drive, Suite 3575, Chicago, Illinois 60606, was founded in 2005 as Transwestern Securities Management, L.L.C. by Transwestern Investment Company, L.L.C. (TIC), Mr. James Kammert and Mr. Reagan Pratt. As of December 31, 2010, the controlling members and managers of the firm are HS Securities Holdings, LLC, a Delaware limited liability company that acquired the interests of TIC, Mr. James Kammert and Mr. Reagan Pratt. As of December 31, 2014, HSS managed approximately $[ ] million in assets.
ASTON/Guardian Capital Global Dividend Fund
Guardian Capital LP, Commerce Court West, 199 Bay Street, Suite 3100, Toronto, Ontario M5L 1E8, Canada, was founded in 1962 as Guardian Management Ltd. As of December 31, 2014, Guardian managed approximately $[ ] billion in assets.
Prospectus | 106
ASTON/Pictet International Fund
Pictet Asset Management Limited, 120 London Wall, London EC2Y 5ET, United Kingdom, is part of the Pictet Group, founded in Geneva in 1805. As of December 31, 2014, PAM managed approximately $[ ] billion in assets.
ASTON/Montag & Caldwell Growth Fund | ||
Ronald E. Canakaris, CFA, CIC | Portfolio Manager since the Funds inception in November 1994. Mr. Canakaris is Chairman and Chief Investment Officer of Montag & Caldwell. Mr. Canakaris has been with the firm since 1972 and is responsible for developing the firms investment process. He has a BS and BA from the University of Florida and holds the Chartered Financial Analyst designation. | |
Andrew W. Jung, CFA | Co-Portfolio Manager since February 2015. Mr. Jung is a Co-Director of Research at Montag & Caldwell. Mr. Jung joined Montag & Caldwell in 2001 as a research analyst. Prior to joining Montag & Caldwell, he was an analyst at Strong Capital Management, following the financial services sector for several large-cap growth funds, and at the Robinson-Humphrey Company in Atlanta, where he followed banks and thrifts. He has a BA from Marquette University and an MBA from Emory University, and holds the Chartered Financial Analyst designation. His professional affiliations include the CFA Institute and the Atlanta Society of Finance and Investment Professionals. | |
ASTON/Montag & Caldwell Balanced Fund | ||
Ronald E. Canakaris, CFA, CIC | Portfolio Manager since the Funds inception in 1994. Please see above. | |
Helen M. Donahue, CFA | Co-Portfolio Manager of the Fund since February 2013. Ms. Donahue is a portfolio manager of equities and fixed income at Montag & Caldwell. Ms. Donahue joined Montag & Caldwell in 1997 and has over 20 years of investment industry experience. Prior to joining Montag & Caldwell, she served as an Assistant Vice President and fixed income portfolio manager for Legg Mason Capital Management. Ms. Donahue holds the Chartered Financial Analyst designation. Her professional affiliations include the CFA Institute and the Atlanta Society of Finance and Investment Professionals. | |
ASTON/Montag & Caldwell Mid Cap Growth Fund | ||
M. Scott Thompson, CFA | Lead Portfolio Manager for the Fund. Mr. Thompson has served as a Portfolio Manager for the Fund since the Funds inception in November 2007. Mr. Thompson is Co-Director of Research and a security analyst at Montag & Caldwell. Mr. Thompson joined Montag & Caldwell in 1992 upon graduating from the University of the South with a BA in Economics. He has an MBA from Emory University and holds the Chartered Financial Analyst designation. His professional affiliations include the CFA Institute and the Atlanta Society of Finance and Investment Professionals, for which he formerly served as trustee. | |
Jeffery S. Wilson, CFA | Co-Portfolio Manager since February 2014. Mr. Wilson is a Vice President and security analyst at Montag & Caldwell. Mr. Wilson joined Montag & Caldwell in 2005 upon graduating from Wake Forest University with a BS in Finance and a Masters Degree in Accounting. He holds the Chartered Financial Analyst designation. His professional affiliations include the CFA Institute and the Atlanta Society of Finance and Investment Professionals. | |
ASTON/Herndon Large Cap Value Fund | ||
Randell Cain Jr., CFA | Portfolio Manager since the Funds inception in March 2010. Mr. Cain joined Herndon in 2002 and is a principal and Portfolio Manager. Prior to joining Herndon, he was a portfolio manager at NCM Capital for five years. Mr. Cain received a BS from Morehouse College, a Bachelor of Industrial Engineering from the Georgia Institute of Technology, and an MBA from Harvard Business School. Mr. Cain holds the Chartered Financial Analyst designation. | |
ASTON/Cornerstone Large Cap Value Fund | ||
John Campbell, CFA | Portfolio Manager since July 2011. Mr. Campbell is Chief Investment Officer of Cornerstone and is responsible for maintaining and adhering to the firms overall investment philosophy and process. Mr. Campbell has been with the firm since 2005 and has been in the industry since 1982. He has a BS from the State University of New York at Fredonia and holds the Chartered Financial Analyst designation. | |
Rick van Nostrand, CFA | Portfolio Manager since July 2011. Mr. Van Nostrand is a portfolio manager of Cornerstone and is responsible for fundamental research and oversight coverage for a portion of the portfolio holdings. Mr. van Nostrand has been with the firm since 2005. He has a BS from Southern Methodist University and an MBA from the Wharton School at the University of Pennsylvania, and he holds the Chartered Financial Analyst designation. | |
Cameron Clement, CFA | Portfolio Manager since July 2011. Mr. Clement is a portfolio manager of Cornerstone and is responsible for fundamental research and oversight coverage for a portion of the portfolio holdings. Mr. Clement has been with the firm since 2008. Prior to joining Cornerstone in 2008, Mr. Clement was a portfolio manager with Invesco Capital Management since January 2003. He is a graduate of the University of Strathclyde in Glasgow, Scotland and holds the Chartered Financial Analyst designation. | |
Dean Morris, CFA | Portfolio Manager since July 2011. Mr. Morris is a portfolio manager of Cornerstone and is responsible for fundamental research and oversight coverage for a portion of the portfolio holdings. Mr. Morris has been with the firm since 2008. Prior to joining Cornerstone in 2008, Mr. Morris was a quantitative analyst with Invesco Capital Management since October 1997. He is a graduate of Williams College and has an MBA from the University of Chicago, and he holds the Chartered Financial Analyst designation. |
Prospectus | 107
Prospectus | 108
ASTON/Fairpointe Mid Cap Fund | ||
Thyra E. Zerhusen | Portfolio Manager of the Fund since May 1999. Ms. Zerhusen is the principal founder, CEO and Chief Investment Officer of Fairpointe Capital. Prior to founding Fairpointe Capital in 2011, Ms. Zerhusen was the Chief Investment Officer of Mid Cap Equities at Optimum Investment Advisors beginning in October 2003. From April 1999 to September 2003 she was on the investment team of Talon Asset Management. She has a Diplom Ingenieur from the Swiss Federal Institute of Technology and an MA in Economics from the University of Illinois. | |
Marie L. Lorden | Co-Portfolio Manager of the Fund since March 2009; Ms. Lorden is a co-founder and a portfolio manager of Fairpointe Capital. Prior to co-founding Fairpointe Capital in 2011, Ms. Lorden served as a member of the Mid Cap Investment Team at Optimum Investment Advisors for over 7 years. Ms. Lorden is responsible for research and analysis of existing and potential holdings, as well as mutual fund, institutional relationships, and portfolio management. Previously, Ms. Lorden held positions specializing in equity product analysis with Zurich Insurance Group, Driehaus Capital Management, and The Burridge Group. Ms. Lorden received her BS from Elmhurst College and her MBA from the Keller Graduate School of Management. | |
Mary L. Pierson | Co-Portfolio Manager of the Fund since March 2009; Ms. Pierson is a co-founder and a portfolio manager of Fairpointe Capital. Prior to co-founding Fairpointe Capital in 2011, Ms. Pierson served as a member of the Mid Cap Investment Team at Optimum Investment Advisors for 7 years. Ms. Pierson is responsible for research and analysis of existing and potential holdings, as well as mutual fund, institutional relationships, and portfolio management. Her prior experience includes 15 years with Harris Bancorp and Harris Futures Corporation. While General Manager at Harris Futures Corporation, she was responsible for managing all aspects of the institution, which operated as a financial futures broker. Ms. Pierson received her BA in Economics from DePauw University, her MA in Economics from Northwestern University and her MBA in Finance from The University of Chicago. | |
ASTON/LMCG Small Cap Growth Fund | ||
Andrew Morey, CFA | Portfolio Manager of ASTON/LMCG Small Cap Growth Fund since the Funds inception in November 2010. Mr. Morey, portfolio manager for LMCGs Small-and Small/Mid-Cap Growth investment strategies, joined LMCG in February 2012. Mr. Morey has 20 years of investment management experience and prior to joining LMCG, he served as portfolio manager at Crosswind Investments, LLC for Crosswinds Small-and Small/Mid-Cap investment strategies. Previously, Mr. Morey was the founder and a portfolio manager of Tartan Partners, LLC from 2005 to 2007. Prior to Tartan Partners, Mr. Morey worked at State Street Research & Management as a portfolio manager, and at Gabelli & Co. as a research analyst. Mr. Morey holds the Chartered Financial Analyst designation. | |
ASTON/LMCG Emerging Markets Fund | ||
Gordon Johnson, PhD, CFA | Lead Portfolio Manager since the Funds inception in March 2013. Mr. Johnson is a lead portfolio manager of the LMCG Emerging Markets strategy. Prior to joining LMCG in August 2006, Mr. Johnson spent six years at Evergreen Investments Group, where he served as senior portfolio manager and Senior Vice President/Director for the firms Global Structured Products group. Prior to joining Evergreen, Mr. Johnson spent seven years at Colonial Management, where he served as portfolio manager for a quantitative/fundamentally managed global mid-cap balanced fund and was Director and Vice President of Quantitative Research. Mr. Johnson has also held teaching positions at the University of Massachusetts and California State University. | |
Shannon Ericson, CFA | Co-Portfolio Manager since the Funds inception in March 2013. Ms. Ericson is a portfolio manager and analyst for the LMCG Emerging Markets strategy. Prior to joining LMCG in August 2006, Ms. Ericson spent six years at Evergreen Investments Group, where she served as Vice President, Quantitative Equities Analyst for the firms Global Structured Products group. Ms. Ericson had previously spent six years at Independence International Associates, Inc., where she served as Vice President, Quantitative International Equities, and four years at Mellon Trust Company. | |
Vikram Srimurthy, PhD, CFA | Co-Portfolio Manager since the Funds inception in March 2013. Mr. Srimurthy is a portfolio manager and analyst for the LMCG Emerging Markets strategy. Prior to joining LMCG in August 2006, Mr. Srimurthy spent six years at Evergreen Investments Group, where he served as Vice President for the firms Global Structured Products group and was primarily responsible for quantitative research and developing custom portfolio construction tools. | |
ASTON/Silvercrest Small Cap Fund | ||
Roger W. Vogel, CFA | Portfolio Manager since the Funds inception in December 2011. Mr. Vogel is a Managing Director of Silvercrest and has been the lead portfolio manager for Silvercrests value equity investment strategies, including its small cap investment strategy, since he joined Silvercrest in April of 2002. Prior to Silvercrest, Mr. Vogel was a Managing Director at Credit Suisse Asset Management where he co-managed both small-cap and large-cap portfolios. He arrived at Credit Suisse as a result of the merger with Donaldson, Lufkin and Jenrette, where he worked since 1993 in a similar capacity. Previously, Mr. Vogel was a portfolio manager at Chemical Bank and Manufacturers Hanover Trust. |
Prospectus | 109
ASTON/DoubleLine Core Plus Fixed Income Fund |
||
Jeffrey E. Gundlach | Lead Portfolio Manager since the Funds inception in July 2011. Mr. Gundlach is lead portfolio manager of the DoubleLine Core Plus Fixed Income investment strategy. Mr. Gundlach is the founder of DoubleLine and has been Chief Executive Officer and Chief Investment Officer of DoubleLine since its inception in December 2009. For the five-year period prior to founding DoubleLine, Mr. Gundlach was Chief Investment Officer and Group Managing Director for Trust Company of the West (TCW). He was also President and Chief Investment Officer for TCW Asset Management Company. | |
Philip A. Barach | Portfolio Manager since the Funds inception in July 2011. Mr. Barach is President of DoubleLine since its inception in December 2009. As part of the Funds portfolio management team, Mr. Barach assists in overseeing the implementation of the Funds overall strategy. For the five-year period prior to founding DoubleLine, Mr. Barach was Group Managing Director at TCW, where he partnered with Mr. Gundlach to manage over $70 billion in fixed income assets. | |
Bonnie Baha, CFA | Portfolio Manager since the Funds inception in July 2011. Mr. Baha is a portfolio manager of DoubleLine since its inception in December 2009. As part of the Funds portfolio management team, Ms. Baha manages the global developed credit portion of the Funds portfolio. For the five-year period prior to joining DoubleLine, Ms. Baha was a Managing Director at TCW. | |
Luz M. Padilla | Portfolio Manager since the Funds inception in July 2011. Ms. Padilla is portfolio manager of DoubleLine since January 2010. As part of the Funds portfolio management team, Ms. Padilla manages the emerging markets fixed income portion of the Funds portfolio. For the five-year period prior to joining DoubleLine, Ms. Padilla was a Managing Director at TCW. | |
ASTON/TCH Fixed Income Fund | ||
Tere Alvarez Canida, CFA | Co-Portfolio Manager of the Fund since December 2006. Ms. Canida is a President and Managing Principal of TCH. Ms. Canida has over 25 years of investment experience. She previously served as Vice President and Senior Investment Officer of Southeast Bank. She received her BS from Georgetown University, and her MBA from George Washington University. Ms. Canida holds the Chartered Financial Analyst designation. | |
Alan M. Habacht | Co-Portfolio Manager of the Fund since December 2006. Mr. Habacht is a principal of TCH. Mr. Habacht has over 35 years of investment experience. Before joining TCH, he served as Senior Vice President and portfolio manager for INVESCO Capital Management. He received his BA in Finance from Boston University. | |
William J. Canida, CFA | Co-Portfolio Manager of the Fund since December 2006. Mr. Canida is a principal of TCH. Mr. Canida has over 30 years of investment experience. Prior to joining TCH, he served as Vice President and Senior Investment Officer for Harris Trust Company of Florida. Mr. Canida received his BA and his MBA from Indiana University. He has also attended the National Graduate Trust School of Northwestern University. Mr. Canida holds the Chartered Financial Analyst designation. | |
Scott M. Kimball, CFA | Co-Portfolio Manager of the Fund since February 2013. Mr. Kimball is a portfolio manager at TCH. Mr. Kimball joined TCH in 2007 and the TCH portfolio management team in 2011. In his current role he is responsible for implementing the teams strategies and monitoring the return objectives and guidelines set forth for client accounts. He has over eight years of investment experience and has previously worked with Merrill Lynch and Charles D. Hyman and Company. Mr. Kimball graduated from Stetson University in 2003 and holds the Chartered Financial Analyst designation. | |
Daniela M. Mardarovici, CFA | Co-Portfolio Manager of the Fund since February 2015. Ms. Mardarovici has been a portfolio manager at TCH since 2012. Ms. Mardarovici was previously a portfolio manager at BMO Asset Management Corp. from 2005 to 2011. Ms. Mardarovici has a BS, Finance and Economics, from the University of Nebraska and holds the Chartered Financial Analyst designation. | |
ASTON/Lake Partners LASSO Alternatives Fund | ||
Frederick C. Lake | Portfolio Manager since the Funds inception in April 2009. Mr. Lake is the Co-Chairman and Treasurer of Lake Partners, which he co-founded in 1989. Mr. Lake has over 30 years of experience in the investment industry. He directs research and portfolio management of investment programs using multiple mutual funds and alternative mutual funds. Mr. Lake received a BA from Harvard University. | |
Ronald A. Lake | Co-Portfolio Manager of the Fund since the Funds inception in April 2009. Mr. Lake is the Co-Chairman and President of Lake Partners, which he co-founded in 1989. Mr. Lake is editor-in-chief of Evaluating and Implementing Hedge Fund Strategies . He has over 30 years of investment experience. He is responsible for asset allocation, investment strategy and supervision of multi-manager programs focusing on alternative investments, or integrating alternative and traditional investments. Mr. Lake received a BA from Harvard University and an MCRP in public policy from Harvard University. |
Prospectus | 110
ASTON/Anchor Capital Enhanced Equity Fund | ||
Ronald L. Altman | Lead Portfolio Manager of the Fund since the Funds inception in January 2008. Mr. Altman joined Anchor Capital in June 2012 as Senior Vice President and Senior Portfolio Manager. Prior to Anchor Capital, Mr. Altman was a Portfolio Manager of the enhanced equity strategy at M.D. Sass Investors Services, Inc., the previous subadviser to the Fund. From 2005 to 2009, Mr. Altman was a Partner and Portfolio Manager of the enhanced equity income strategy at MB Investment Partners, Inc. Mr. Altman has over 40 years of experience in the investment research and money management business in various positions. | |
Adam D. Neves | Co-Portfolio Manager of the Fund since February 2014. Mr. Neves is Assistant Vice President of Anchor Capital. Mr. Neves joined Anchor Capital in June 2012 as a trader for the Enhanced Equity Fund. Prior to Anchor Capital, Mr. Neves was a European institutional equity salesperson for Canaccord Genuity from 2009-2012. From 2008 to 2009, he worked alongside Mr. Altman on the Enhanced Equity Fund while at MB Investment Partners, Inc. Mr. Neves received his BS in Business Administration from Northeastern University in 2005. | |
David J. Watson | Co-Portfolio Manager of the Fund since February 2014. Mr. Watson is Senior Vice President of Anchor Capital. Mr. Watson has been with Anchor Capital since 2001 as an analyst for the firms various strategies. Mr. Watson received his MBA in Finance from the University of California in 2000. | |
ASTON/Barings International Fund | ||
David Bertocchi, CFA | Portfolio Manager of the Fund since April 2008. Mr. Bertocchi joined Barings in 2000 and was appointed Divisional Director in 2004. With over 10 years of investment experience, Mr. Bertocchi is a member of the World Equity Group at Barings and is responsible for international equity, focused on EAFE markets, and global portfolios. In 2010 he was appointed to the Strategic Policy Group at Barings, the companys global macro research and asset allocation team. Previously, he managed the Baring Global Equity Unit Trust and the global institutional funds. He is a past member of Barings European and UK equity teams. Mr. Bertocchi holds an MBA from London Business School and a BS in Mechanical Engineering from the University of Calgary (Canada). He holds the Chartered Financial Analyst designation. Mr. Bertocchi is a member of the Board of the CFA Society of the UK and also serves on the Council of Examiners of the CFA Institute. | |
ASTON/Guardian Capital Global Dividend Fund | ||
Mr. Srikanth Iyer | Portfolio Manager since the Funds inception in April 2014. Mr. Iyer is a Managing Director and Head of Systematic Strategies at Guardian. Mr. Iyer joined Guardian Capital in 2001 to help lead the development and implementation of its proprietary systematic equity portfolio management strategy. Mr. Iyer graduated with a Bachelor of Commerce from the University of Bombay in 1989, earned his Chartered Cost and Works Accountant (India) designation in 1990 and his MBA (Applied Finance) from Rutgers Graduate School of Management in 1994. | |
Fiona Wilson, MBA, CFA |
Portfolio Manager since the Funds inception in April 2014. Ms. Wilson is a portfolio manager for Systematic Strategies at Guardian. Ms. Wilson joined Guardian in 2011 as a portfolio manager in the systematic strategies team. From 2006 to 2011, Ms. Wilson owned and operated an independent financial consulting practice. Ms. Wilson graduated with a Bachelor of Arts degree from the University of Western Ontario in 1985 and obtained her Honours Bachelor of Commerce and MBA degrees from the University of Windsor in 1987 and 1989, respectively. Ms. Wilson holds the Chartered Financial Analyst designation. | |
ASTON/Pictet International Fund | ||
Fabio Paolini, CFA | Lead Portfolio Manager since the Funds inception in April 2014. Mr. Paolini joined PAM in 1997 and is Head of EAFE Equities in the Developed Equities team, with a focus on European Equities. Mr. Paolini graduated with a degree in Economics from the University of Siena in Italy. He obtained a CFPI/AZEK in 1996 and is a Chartered Financial Analyst (CFA). | |
Swee-Kheng Lee, PhD | Co-Portfolio Manager since the Funds inception in April 2014. Ms. Lee is a Senior Investment Manager in the Developed Equities team at PAM, with specific responsibility for EAFE and Asian Equities. Ms. Lee joined PAM in 2007. Ms. Lee has a BA in Philosophy, Politics and Economics and a PhD in Economics from Oxford University. She is also an Associate member of the UK Society of Investment Professionals (UKSIP). | |
Benjamin Beneche, CFA | Co-Portfolio Manager since the Funds inception in April 2014. Mr. Beneche is an Investment Manager in the EAFE Equities team at PAM. Mr. Beneche joined PAM in 2008. Mr. Beneche graduated from York University with a first class honours degree in Economics and Economic History. He also holds the Investment Management Certificate (IMC) and holds the Chartered Financial Analyst designation. |
Prospectus | 111
ASTON/Harrison Street Real Estate Fund | ||
Reagan A. Pratt | Co-Portfolio Manager since June 2011. Mr. Pratt is a principal and portfolio manager as well as a member of the Board of Managers of HSS. Mr. Pratt founded HSS in 2005, in association with TIC and Mr. Kammert. From 2001 through 2004, Mr. Pratt was a portfolio manager with Heitman Real Estate Securities LLC. Mr. Pratt is responsible for managing the public real estate securities portfolios of HSS and the day-to-day operation of HSS. Mr. Pratt has a bachelors degree in economics and geography from the University of Guelph (Ontario, Canada) and a Master of Science Business Administration (Urban Land Economics) from the University of British Columbia (British Columbia, Canada). | |
James H. Kammert, CFA | Co-Portfolio Manager since June 2011. Mr. Kammert is a principal and portfolio manager as well as a member of the Board of Managers of HSS. Mr. Kammert founded HSS in March 2005, in association with TIC and Mr. Pratt. Along with Mr. Pratt, Mr. Kammert is responsible for managing the public real estate securities portfolios of HSS. Mr. Kammert joined HSS in August 2005. From 2003 through mid-2005, Mr. Kammert was Director of Research for European Investors, Inc. Prior to joining European Investors, Mr. Kammert was Vice President and co-head of Goldman Sachs & Co.s U.S. REIT research team for over four years. Mr. Kammert graduated from Lafayette College with a BA in Economics & Business and earned an MBA from the University of Chicago. Mr. Kammert holds the Chartered Financial Analyst designation and is a CPA. |
Additional information about the portfolio managers compensation, other accounts managed by the portfolio managers and the portfolio managers ownership of securities in the Funds is available in the SAI.
Prospectus | 112
Fund Name | Management Fee |
Management Fee Paid for
Fiscal Year Ended 10/31/14 |
||||
(as a percentage of net assets) | (as a percentage of net assets) | |||||
ASTON/Montag & Caldwell Growth Fund |
First $800 million 0.80%
Over $800 million up to $6 billion 0.60% Over $6 billion up to $12 billion 0.55% Over $12 billion 0.50% |
[ | ]% | |||
ASTON/Herndon Large Cap Value Fund (a)[(c)] | 0.80% | [ | ]% | |||
ASTON/Cornerstone Large Cap Value Fund (a) | 0.80% | [ | ]% | |||
ASTON/TAMRO Diversified Equity Fund (a) | 0.80% | [ | ]% | |||
ASTON/River Road Dividend All Cap Value Fund (a) | 0.70% | [ | ]% | |||
ASTON/River Road Dividend All Cap Value Fund II (a) | 0.70% | [ | ]% | |||
ASTON/Fairpointe Mid Cap Fund |
First $100 million 0.80%
Next $300 million 0.75% Over $400 million 0.70% |
[ | ]% | |||
ASTON/Montag & Caldwell Mid Cap Growth Fund (a)(b) | 0.85% | [ | ]% | |||
ASTON/TAMRO Small Cap Fund | 0.90% | [ | ]% | |||
ASTON/River Road Select Value Fund | 1.00% | [ | ]% | |||
ASTON/River Road Small Cap Value Fund | 0.90% | [ | ]% | |||
ASTON/River Road Independent Value Fund (a) | 1.00% | [ | ]% | |||
ASTON/LMCG Small Cap Growth Fund (a) | 1.00% | [ | ]% | |||
ASTON/Silvercrest Small Cap Fund (a) | 1.00% | [ | ]% | |||
ASTON/DoubleLine Core Plus Fixed Income Fund (a),(d) | 0.55% | [ | ]% | |||
ASTON/TCH Fixed Income Fund (a) | 0.55% | [ | ]% | |||
ASTON/Lake Partners LASSO Alternatives Fund [(c)] | 1.00% | [ | ]% | |||
ASTON/Anchor Capital Enhanced Equity Fund | 0.70% | [ | ]% | |||
ASTON/River Road Long-Short Fund (a) | 1.20% | [ | ]% | |||
ASTON/Barings International Fund (a) | 1.00% | [ | ]% | |||
ASTON/Guardian Capital Global
Dividend
Fund (a),(b) |
0.80% | [ | ]% | |||
ASTON/LMCG Emerging Markets Fund (a) | 1.05% | [ | ]% | |||
ASTON/Pictet International Fund (a),(b) | 0.90% | [ | ]% | |||
ASTON/Harrison Street Real Estate Fund (a) | 1.00% | [ | ]% | |||
ASTON/Montag & Caldwell Balanced Fund (a) | 0.75% | [ | ]% |
(a) Taking into account fee waivers then in effect.
(b) The ASTON/Guardian Capital Global Dividend Fund and ASTON/Pictet International Fund began issuing Class N shares and Class I shares on April 9, 2014. The ASTON/Montag & Caldwell Mid Cap Growth Fund began issuing Class I Shares on May 14, 2014.
(c) [For the fiscal year ended October 31, 2014, the Adviser was reimbursed by the Fund for recoupment of prior year fee waivers.]
(d) The Subadviser will waive a portion of the subadvisory fee in an amount equal to the fee earned by the Subadviser from an affiliated fund that is attributable to the Funds assets invested in the affiliated fund, if any, and the Adviser will waive a portion of its management fee equal to the amount waived by the Subadviser.
Prospectus | 113
LMCG Emerging Markets Related Performance
The following tables show the performance of a composite of all fully discretionary accounts managed by LMCG in the Emerging Markets strategy (the Strategy), including the ASTON/LMCG Emerging Markets Fund. As of December 31, 2014, the composite was comprised of [ ] accounts and had assets of $[ ] million. For the period from the inception of the composite through 2011, the composite was comprised of a single, non-fee paying affiliated account with average assets of approximately $[ ] million. The investment objective, policies and strategies of the ASTON/LMCG Emerging Markets Fund are substantially similar to those of the accounts comprising the composite.
The performance of the composite does not represent the historical performance of the ASTON/LMCG Emerging Markets Fund and should not be considered indicative of future performance of the Fund. Results may differ because of, among other factors, differences in brokerage commissions, account expenses including management fees, the size of positions taken in relation to account size, diversification of the portfolio, timing of purchases and sales and availability of cash for new investment.
The performance of the composite presented below is not calculated using the same methodology as that which is prescribed for performance calculations used by registered investment companies. The net-of-fee returns below are calculated by deducting investment management fees [and other fees and expenses (including sales loads)] of the accounts from gross returns. Gross returns are calculated in accordance with GIPS ® . In addition, the accounts for which performance is presented are not subject to the same types of expenses as the Fund. If the Funds fees and expenses had been used in calculating the composites performance, the performance of the composite would have been lower.
In addition, the accounts comprising the composite are not subject to certain investment limitations, diversification requirements and other restrictions imposed by the 1940 Act, and the Internal Revenue Code of 1986, as amended (the Code), which if applicable, may have adversely affected the performance results of the composite. The results for different products may vary.
Total Return
Year end |
LMCG
Emerging Markets Composite |
MSCI
Emerging Markets Index |
||||||
2014 | [ | ]% | [ | ]% | ||||
2013 | (3.00 | )% | (2.60 | )% | ||||
2012 | 24.34 | % | 18.13 | % | ||||
2011 | (15.24 | )% | (18.35 | )% | ||||
2000 | 21.15 | % | 18.88 | % | ||||
2009 | 85.61 | % | 78.51 | % | ||||
2008 | (51.56 | )% | (53.33 | )% |
Average Annual Total Return
(For the periods ended December 31, 2014)
Period |
LMCG
Emerging Markets Composite |
MSCI
Emerging Markets Index |
||||||
One Year | (3.00 | )% | (2.60 | )% | ||||
Five Years | 18.11 | % | 14.80 | % | ||||
Since Inception (a) | 1.81 | % | (1.19 | )% |
(a) Since Inception return is computed from 1/1/08.
Prospectus | 114
Guardian Related Performance
The following tables show the performance of a composite of all fully discretionary accounts managed by Guardian in the Guardian Global Dividend strategy, as compared to the performance of a broad-based securities market index. As of December 31, 2014, the composite was comprised of [4] accounts and had assets of $[ ] million. The investment objective, policies and strategies of the ASTON/Guardian Capital Global Dividend Fund are substantially similar to those of the accounts comprising the composite.
The performance of the composite does not represent the historical performance of the ASTON/Guardian Capital Global Dividend Fund and should not be considered indicative of future performance of the Fund. Results may differ because of, among other factors, differences in brokerage commissions, account expenses including management fees, the size of positions taken in relation to account size, diversification of the portfolio, timing of purchases and sales and availability of cash for new investment.
The performance of the composite presented below is not calculated using the same methodology as that which is prescribed for performance calculations used by registered investment companies. The net-of-fee returns below are calculated by deducting investment management fees and other fees and expenses (including sales loads) incurred by the accounts from gross returns. Gross returns are calculated in accordance with GIPS ® . In addition, the accounts for which performance is presented are not subject to the same types of expenses as the Fund. If the Funds fees and expenses had been used in calculating the composites performance, the performance of the composite would have been lower.
In addition, the accounts comprising the composite are not subject to certain investment limitations, diversification requirements and other restrictions imposed by the 1940 Act and the Code, which if applicable, may have adversely affected the performance results of the composite. The results for different products may vary.
Total Return
Year end |
Guardian
Global Dividend Composite |
MSCI
World Index |
||||||
2014 | % | [ | ]% | |||||
2013 | 15.01 | % | 26.68 | % | ||||
2012 | 8.79 | % | 15.86 | % | ||||
2011 | 2.75 | % | (5.54 | )% | ||||
2010 | 14.48 | % | 11.76 | % | ||||
2009 | 35.22 | % | 29.99 | % | ||||
2008 | (34.34 | )% | (40.71 | )% | ||||
2007 | 12.25 | % | (9.04 | )% |
Average Annual Total Return
(For the periods ended December 31, 2014)
Period |
Guardian
Global Dividend Composite |
MSCI
World Index |
||||||
One Year | 15.01 | % | 26.68 | % | ||||
Five Years | 14.76 | % | 15.02 | % | ||||
Since Inception (a) | 5.62 | % | 3.84 | % |
( a) Since Inception return is computed from January 1, 2007.
Prospectus | 115
PAM Related Performance
The following tables show the performance of a composite of all fully discretionary accounts managed by PAM in the EAFE Core strategy, as compared to the performance of a broad-based securities market index. As of December 31, 2014, the composite was comprised of [ ] accounts and had assets of $[ ] billion. The investment objective, policies and strategies of the ASTON/Pictet International Fund are substantially similar to those of the accounts comprising the composite.
The performance of the composite does not represent the historical performance of the ASTON/Pictet International Fund and should not be considered indicative of future performance of the Fund. Results may differ because of, among other factors, differences in brokerage commissions, account expenses including management fees, the size of positions taken in relation to account size, diversification of the portfolio, timing of purchases and sales and availability of cash for new investment.
The performance of the composite presented below is not calculated using the same methodology as that which is prescribed for performance calculations used by registered investment companies. The net-of-fee returns below are calculated by deducting investment management fees and other fees and expenses (including sales loads) incurred by the accounts from gross returns. Gross returns are calculated in accordance with Global Investment Performance Standards (GIPS ® ). In addition, the accounts for which performance is presented are not subject to the same types of expenses as the Fund. If the Funds fees and expenses had been used in calculating the composites performance, the performance of the composite would have been lower.
The accounts comprising the composite are not subject to certain investment limitations, diversification requirements and other restrictions imposed by the 1940 Act and the Code, which if applicable, may have adversely affected the performance results of the composite. The results for different products may vary.
Total Return
Year end |
Pictet
EAFE Core Composite |
MSCI
EAFE Index |
||||||
2014 | [ | ]& | [ | ]% | ||||
2013 | 24.35 | % | 22.78 | % | ||||
2012 | 23.33 | % | 17.32 | % | ||||
2011 | (14.26 | )% | (12.14 | )% | ||||
2010 | 11.58 | % | 7.75 | % | ||||
2009 | 41.13 | % | 31.78 | % | ||||
2008 | (50.58 | )% | (43.38 | )% | ||||
2007 | 12.52 | % | 11.17 | % | ||||
2006 | 36.60 | % | 26.34 | % | ||||
2005 | 21.93 | % | 13.54 | % | ||||
2004 | 26.96 | % | 20.25 | % |
Average Annual Total Return
(For the periods ended December 31, 2014)
Period |
Pictet
EAFE Core Composite |
MSCI
EAFE Index |
||||||
One Year | 24.35 | % | 22.78 | % | ||||
Five Years | 15.67 | % | 12.44 | % | ||||
Ten Years | 9.31 | % | 6.91 | % | ||||
Since Inception (a) | 7.56 | % | 5.51 | % |
(a) Since Inception return is computed from August 31, 1995.
Prospectus | 116
n |
Read this prospectus carefully. |
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Determine how much you want to invest. The minimum initial and subsequent investment requirements for the applicable class of each Aston Fund are as follows: |
Class and Account Type | Minimum Initial Investment | Subsequent Investments | ||||||
Class N Regular Accounts | $ | 2,500 | $ | 50 | ||||
Individual Retirement Accounts (IRAs) | $ | 500 | $ | 50 | ||||
Education Savings Accounts (ESAs) (except R Class) | $ | 500 | $ | 50 | ||||
Uniform Gift to Minor Accounts/Uniform Transfer to Minor Accounts (UGMA/UTMA) | $ | 500 | $ | 50 | ||||
Class I Institutional Accounts (except ASTON/DoubleLine Core Plus Fixed Income Fund, ASTON/Lake Partners LASSO Alternatives Fund and ASTON/River Road Dividend All Cap Value Fund II) | $ | 1 Million | $ | 50 | ||||
Class I ASTON/DoubleLine Core Plus Fixed Income Fund, ASTON/Lake Partners LASSO Alternatives Fund and ASTON/River Road Dividend All Cap Value Fund II | $ | 100,000 | $ | 50 | ||||
Class R Retirement Plans | $ | 2,500 | $ | 50 |
Class R shares are sold primarily to qualified retirement plans, retirement savings programs and other similar programs offered primarily through financial intermediaries. Contact your financial representative or plan sponsor.
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Minimum initial investment requirements may be waived: |
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For trustees of Aston Funds, employees of Aston, Astons employees spouses, employees of the Subadvisers, the Subadvisers employees spouses, and affiliates of Aston. |
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By means of a letter of intent from an investor or financial adviser/consultant expressing intent to purchase shares over a specified period of time to meet the minimum investment requirement (Class I only). |
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For certain omnibus accounts, mutual fund advisory platforms and registered investment advisors, banks, trust companies or similar financial institutions investing for their own accounts or for the accounts of their clients or customers for whom such institution is exercising investment discretion, or otherwise acting on behalf of clients or customers. |
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For individual accounts of a financial intermediary that charges an ongoing fee to its customers for its services or offers Fund shares through a no-load network or platform, and for accounts invested through fee-based advisory accounts, certain wrap programs and similar programs with approved financial intermediaries. |
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By Aston Funds at its discretion. |
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Balances within the same Fund may be aggregated to meet the Class I minimum initial investment requirements for the accounts of: |
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Clients of a financial adviser/consultant or clients of a financial intermediary that acts in an advisory capacity. |
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Immediate family members (i.e., an individuals spouse, parents, children, siblings and in-laws). |
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A corporation or other legal entity. |
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For Class N and Class I shareholders, complete the account application and carefully follow the instructions. If you have any questions, please call 800-992-8151. Remember to complete the Purchase, Exchange and Redemption Authorization section of the account application to establish your account privileges, and to avoid any delay and inconvenience of needing to request these in writing at a later date. |
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For Class R shareholders, complete the account application through your financial representative. |
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Purchase, exchange and redemption requests (each, an Investment Request) must be in good order. Investment Requests received in good order and processed before the New York Stock Exchange (the NYSE) market close, typically 4:00 p.m. Eastern Time (ET), receive that business days closing NAV. Investment Requests received after that time receive the following business days NAV. |
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An Investment Request received that is not in good order will receive the NAV on the date the Investment Request is received in good order. |
An Investment Request is in good order when:
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The account number and Fund name are included; |
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The amount of the transaction is specified in dollars or shares; |
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Signatures of all owners appear exactly as they are registered on the account in original form, as photocopies are not acceptable; |
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Any required Medallion Signature Guarantees are included; and |
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Other supporting legal documents (as necessary) are present, including such Requirements for Written Requests as described later in this Shareholder Information Section. Effective on the respective dates shown (each, a Soft Close Effective Date), each of the following Funds (each, a Closed Fund), ASTON/River Road Dividend All Cap Value Fund (December 16, 2011) |
Prospectus | 117
and ASTON/Fairpointe Mid Cap Fund (October 18, 2013) are closed to new investors until further notice, with the following limited exceptions, where the particular Closed Fund determines that the exception processing is operationally feasible and will not harm the Closed Funds investment process:
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Financial advisors and/or financial consultants that have clients invested in ASTON/Fairpointe Mid Cap Fund may continue to recommend the respective Fund(s) to their clients and/or open new accounts; |
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Financial advisors and/or financial consultants that have clients invested in ASTON/River Road Dividend All Cap Value Fund may continue to recommend the Fund to such clients. Financial advisors and/or financial consultants that have clients invested in ASTON/River Road Dividend All Cap Value Fund may only recommend the Fund and/or open new accounts for clients that are not invested in the Fund with Fund approval; |
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Financial advisors and/or financial consultants that have approved the inclusion of ASTON/Fairpointe Mid Cap Fund as an investment option for their clients, and such inclusion was approved by the respective Fund prior to the Soft Close Effective Date, may designate that Fund as an investment option for their clients; |
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Participants in a retirement plan that includes a Closed Fund as an investment option on the Funds Soft Close Effective Date may continue to designate the particular Closed Fund as an investment option; |
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Trustees of Aston Funds, employees of Aston and the respective Subadviser of a Closed Fund and their immediate household family members may open new accounts in the particular Closed Fund and add to such accounts; |
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Each Closed Fund reserves the right to make additional exceptions, to limit the above exceptions or otherwise to modify its respective closure policy at any time and to reject any investment for any reason. |
Make your initial investment using the following table as a guideline. If your Investment Request is your initial purchase into the Funds, your account number will be assigned to you upon the Funds receipt of the Investment Request in good order.
Prospectus | 118
* | Class R shares are sold primarily to qualified retirement plans, retirement savings programs and similar programs offered primarily through financial intermediaries. To open an account for Class R shares of an applicable Aston Fund, please contact your financial representative or plan sponsor. Class I shares are not eligible for the establishment of new accounts through the Aston Funds website. |
The Funds or their agents will not be responsible for any unauthorized telephone or online order when reasonable procedures designed to verify the identity of the investor are followed.
Other Aston Funds and share classes are available through separate prospectuses. Please call 800-992-8151 for more information.
When you exchange your shares, you authorize the sale of your shares in one fund to purchase shares of another fund. In other words, you are requesting a sale and then a purchase. The exchange of your shares may be a taxable event for federal income tax purposes if the shares are not held in a tax-deferred account and may subject you to a redemption fee. After you have opened an account with us, you can exchange your shares within Aston Funds to meet your changing investment goals or other needs. This privilege is not designed for frequent trading (which may subject you to a redemption fee) and may be difficult to implement in times of drastic market changes.
You can exchange shares from one Aston Fund to another within the same class of shares. All exchanges to open new accounts must meet the minimum initial investment requirements. Exchanges may be made by mail, through the Internet or by phone at 800-992-8151 if you chose this option when you opened your account.
Prospectus | 119
In addition, the Aston Money Market FundBedford Shares of the Money Market Portfolio of The RBB Fund, Inc. offered in connection with the Aston Funds (the Aston Money Market Fund) is available as an exchange option for shareholders of the Aston Funds Class N shares. The Aston Money Market Fund prospectus, including applicable investment minimums, is available by contacting Aston Funds by mail, through the Internet or by phone at 800-992-8151. Please read the Aston Money Market Fund prospectus carefully before investing.
For federal income tax purposes, each exchange into a different fund is treated as a sale and a new purchase. As a result, an investor holding shares in a non-tax-deferred account is generally subject to federal income tax on any appreciation on the shares exchanged.
Aston Funds reserves the right to limit, impose charges upon, terminate or otherwise modify the exchange privilege by sending written notice to shareholders. All exchange requests must be in good order.
Aston Funds may allow eligible shareholders to convert their shares between classes within the same Fund, for example from Class I to Class N or vice versa, if offered in the shareholders state of residence. No sales charges or other charges will apply to any such exchange. For federal income tax purposes, a same-fund exchange is not expected to result in the recognition by the investor of a capital gain or loss.
You can sell your shares to meet your changing investment goals or other needs. You may redeem Class R shares through your financial representative or directly from Aston Funds. All redemption requests must be in good order.
The following table shows guidelines for selling shares.
Prospectus | 120
The Funds or their agents will not be responsible for any unauthorized telephone or online order when reasonable procedures designed to verify the identity of the investor are followed.
Selling Shares in Writing
In certain circumstances, you must make your request to sell shares in writing. You may need to include a Medallion Signature Guarantee (which protects you against fraudulent orders) and additional items with your request, as shown in the table below.
Medallion Signature Guarantees
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We require Medallion Signature Guarantees if: |
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Your address of record has changed within the past 30 days; |
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You are selling more than $50,000 worth of shares (exceptions may apply for ASTON/Montag & Caldwell Growth Fund Class I, ASTON/Montag & Caldwell Balanced Fund Class I, and ASTON/Montag & Caldwell Mid Cap Growth Fund Class I); or |
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You are requesting payment other than by a check mailed to the address of record and payable to the registered owner(s) or other than by wire or ACH sent to the bank account of the registered owner(s). |
Prospectus | 121
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What is a Medallion Signature Guarantee? |
A Medallion Signature Guarantee verifies the authenticity of your signature and may be obtained from a domestic bank or trust company, broker, dealer, clearing agency, savings association or other financial institution that participates in a Medallion Program recognized by the Securities Transfer Association.
Medallion Signature Guarantees help ensure that major transactions or changes to your account are in fact authorized by you. For example, we require a Medallion Signature Guarantee on written redemption requests for more than $50,000. The three recognized Medallion Programs are Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) and New York Stock Exchange, Inc. Medallion Signature Program (NYSE MSP). Signature guarantees from financial institutions that do not participate in one of these programs will not be accepted.
A notary public stamp or seal cannot be substituted for a Medallion Signature Guarantee.
Seller | Requirements for Written Requests | |
Owners of individual, joint, sole proprietorship, UGMA/UTMA, or general partner accounts |
n Letter of instruction n On the letter, the signatures and titles of all persons authorized to sign for the account, exactly as the account is registered, must be in original form, as photocopies are not accepted n Medallion Signature Guarantee, if applicable (see above) |
|
Owners of corporate or association accounts |
n Letter of instruction n On the letter, the signatures and titles of all persons authorized to sign for the account, exactly as the account is registered, must be in original form, as photocopies are not accepted n Medallion Signature Guarantee, if applicable (see above) |
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Owners or trustees of trust accounts |
n Letter of instruction n On the letter, the signature of the trustee(s) must be in original form, as photocopies are not accepted n If the names of all trustees are not registered on the account, a copy of the trust document certified within the past 12 months n Medallion Signature Guarantee, if applicable (see above) |
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Joint tenancy shareholders whose co-tenants are deceased |
n Letter of instruction signed by the surviving tenant must be in original form, as photocopies are not accepted n Certified copy of death certificate n Medallion Signature Guarantee, if applicable (see above) |
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Executors of shareholder estates |
n Letter of instruction signed by executor must be in original form, as photocopies are not accepted n Certified copy of order appointing executor n Medallion Signature Guarantee, if applicable (see above) |
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Administrators, conservators, guardians and other sellers or account types not listed above |
n Call 800-992-8151 for instructions n Medallion Signature Guarantee, if applicable (see above) |
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IRA accounts |
n IRA distribution request form completed and signed. Call 800-992-8151 for a form, or download a form from our website, www.astonfunds.com. |
In addition to the situations described above, Aston Funds may require Medallion Signature Guarantees in other circumstances based on the amount of the redemption request or other factors.
Other Features
The following other features are also available to buy and sell shares of the Funds.
Wire. To purchase and sell shares via the Federal Reserve Wire System:
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You must authorize Aston Funds to honor wire instructions before using this feature. Complete the appropriate section on the application when opening your account or call 800-992-8151 to add the feature after your account is opened. Call 800-992-8151 before your first use to verify that this feature is set up on your account. |
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To sell shares by wire, you must designate the U.S. commercial bank account(s) into which you wish the redemption proceeds deposited. |
For accounts with existing wire instructions, wire redemptions may be placed over the phone. Consult your banking institution for any fees it may charge associated with wire transfers. Any changes made to existing wire instructions will only be accepted with a Medallion Signature Guaranteed letter of instruction.
Prospectus | 122
Automated Clearing House (ACH). To transfer money between your bank account and your Aston Funds account(s):
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You must authorize Aston Funds to honor ACH instructions before using this feature. Complete the appropriate section on the application when opening your account or call 800-992-8151 to add the feature after your account is opened. Call 800-992-8151 before your first use to verify that this feature is set up on your account. |
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Most transfers are completed within three business days of your call. ACH purchases will receive the NAV calculated on the day the money is received. |
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There is no fee to your mutual fund account for this transaction. |
Redemptions in Kind
The Funds have elected, under Rule 18f-1 under the 1940 Act, to pay sales proceeds in cash up to $250,000 or 1% of each Funds total value, whichever is less, during any 90-day period to any one shareholder.
Larger redemptions may be detrimental to existing shareholders. While we intend to pay all sales proceeds in cash, we reserve the right to make higher payments to you in the form of certain marketable securities of a Fund. This is called redemption in kind. You may need to pay certain sales charges related to a redemption in kind, such as brokerage commissions, when you sell the securities. For shares that are not held in a tax-deferred account, redemptions in kind are taxable events for federal income tax purposes in the same manner as when the sales proceeds are paid in cash.
Involuntary Redemptions
To reduce expenses, we may convert your Fund position(s), redeem your Fund position(s) and/or close your Fund position(s) if the balance in your fund position(s) falls below the required investment minimum due to transaction activity or for any other reason. We may convert your position(s) in Class I shares of a Fund to the respective Class N shares of that Fund, if applicable. Unless you did not meet the minimum initial investment, we will give you 30 days notice before we convert, redeem, or close your fund position(s). This gives you an opportunity to purchase enough shares to raise the value of your fund position(s) above the applicable minimum initial investment. We will not redeem or close Fund position(s) in IRAs, Education Savings Accounts, custodial accounts for minors, or active Automatic Investment Plans because they do not meet the applicable minimum investment requirement. We may close Fund position(s) in IRAs, Education Savings Accounts, custodial accounts for minors, or active Automatic Investment Plans due to insufficient information as it relates to customer identification procedures. If these account types are invested in Class I shares below the required minimum investment, we may convert the Fund position(s) to the Class N. Additionally, we will not convert Class I Fund positions where there is an effective letter of intent. Redemption fees will not be assessed on involuntary redemptions or involuntary conversions.
Calculating Share Price
When you buy, exchange, or sell shares, the NAV next determined is used to price your purchase or sale. The NAV for each share class of a Fund is determined each business day at the close of regular trading on the NYSE (typically 4:00 p.m. ET) by dividing the net assets of the class by the number of its shares of that class outstanding. Currently, the Funds observe the following holidays: New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Generally, securities are priced using market quotes or, for debt securities, evaluated prices obtained from independent pricing services. If market quotations are not available or are deemed unreliable, securities are valued at fair value as determined by the Adviser in accordance with guidelines adopted and periodically reviewed by the Board of Trustees. These circumstances may arise, for instance, when trading in a security is suspended, the exchange or market on which a security is traded closes early, or the trading volume in a security is limited, calling into question the reliability of market quotations. In such a case, a Funds value for a security may be different from the last quoted market price. Fair value pricing for certain types of securities in which a Fund may invest, including prices received from pricing services, is inherently a process of estimates and judgments. Changes in the value of portfolio investments priced at fair value may be less frequent and of greater magnitude than changes in the price of securities that trade frequently in the market place, resulting in potentially greater net asset value volatility. In addition, due to the subjective and variable nature of fair value pricing, it is possible that the fair value determined for a particular security may be materially different from the value realized upon such securitys sale.
Quotations of foreign securities denominated in foreign currency are converted to U.S. dollar equivalents using foreign exchange quotations received from independent dealers. Events affecting the values of portfolio securities that occur between the time when their prices are determined and the close of regular trading on the NYSE may not be reflected in the calculation of NAV. If events materially affecting the value of such securities occur during such period, then these securities may be valued at fair value as determined by the Adviser in accordance with guidelines adopted by the Aston Funds Board of Trustees.
Certain Funds may invest in certain securities which are primarily listed on foreign exchanges that trade on weekends and other days when the Funds do not price their shares. Therefore, the value of a Funds holdings may change on days when you will not be able to purchase or redeem its shares.
In addition, changes in values in the U.S. markets subsequent to the close of a foreign market may affect the values of securities traded in the foreign market. Under Aston Funds fair value pricing policies, the values of foreign securities may be adjusted from their last closing prices if such movements in the U.S. market exceed a specified threshold. As a result of the foregoing, it is possible that fair value prices will be used by a Fund to a significant extent. Certain Funds have retained an independent statistical fair value pricing service to assist in the fair valuation of securities principally traded in a foreign market in order to adjust for possible changes in value that may occur between the close of the foreign exchange and the time as of which Fund shares are priced.
Prospectus | 123
Execution of Requests
Each Fund is open on each business day that the NYSE is open for trading. The NYSE is not open on weekends or national holidays. Investment requests are executed at the NAV next calculated after Aston Funds or an authorized broker or designee receives your mail, telephone or Internet request in good order. Purchase orders and redemption requests for each Fund must be received by the close of regular trading on the NYSE (typically 4:00 p.m. ET) for same day processing. On days when the Federal Reserve Cash Settlement System closes earlier than normal, these times may be accelerated. Sales proceeds are normally sent the next business day, but are always sent within seven days of receipt of a request in good order. Brokers and their authorized designees are responsible for forwarding purchase orders and redemption requests to the Funds.
Shares of each Fund can also be purchased through broker-dealers, banks and trust departments that may charge you a transaction or other fee for their services. These fees are not charged if you purchase shares directly from Aston Funds.
A Fund may be required to freeze or redeem your account if there appears to be suspicious activity or if account information matches information on a government list of known terrorists or other suspicious persons.
Aston Funds reserves the right to:
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Refuse any purchase or exchange of shares if it could adversely affect a Fund or its operations; |
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Suspend the offering of Fund shares; |
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Change the initial and additional investment minimums or waive these minimums for any investor; |
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Delay sending you your sales proceeds for up to 15 days if you purchased shares by check. A minimum charge of $20 will be assessed if any check used to purchase shares is returned; and |
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Change, withdraw or waive various services, fees and account policies. |
Customer Identification Program
Federal law requires Aston Funds to obtain, verify and record identifying information for each investor who opens or reopens an account with Aston Funds. An investor may be an individual or a person other than an individual (such as a corporation, partnership or trust). Such identifying information may include the name, residential or business street address, principal place of business, local office or other physical location (for a person other than an individual), date of birth (for an individual), social security or taxpayer identification number or other identifying information. Applications without the required information, or without any indication that a social security or taxpayer identification number has been applied for, may not be accepted. After acceptance, to the extent permitted by applicable law and its customer identification program, Aston Funds reserves the right (a) to place limits on transactions in any account until the identity of the investor is verified; or (b) to refuse an investment in Aston Funds or to involuntarily redeem an investors shares at the current share price and close an account in the event that an investors identity is not verified within 90 days, regardless of the type of account. This may cause shares in the investors account to be redeemed at a loss. If Aston Funds liquidates your account due to insufficient information as it relates to customer identification procedures, the liquidation may be taxable to you for federal income tax purposes. Aston Funds and its agents will not be responsible for any loss or adverse tax effect in an investors account resulting from the investors delay in providing all required identifying information or from closing an account and redeeming an investors shares when an investors identity cannot be verified.
Short-Term and Excessive Trading
The Funds are designed for long-term investors. The Funds discourage and do not knowingly accommodate short-term and excessive trading. Such trading increases brokerage and administrative costs, may result in increased taxable gains to remaining shareholders, and may disrupt portfolio management. For example, a Fund may be unable to effectively invest the proceeds from certain purchase or exchange requests under certain market conditions or may incur losses on the sale of investments. These risks may be more pronounced for a Fund if it invests in securities that are more difficult to value or that are susceptible to pricing arbitrage (e.g., foreign securities, high yield securities and small-cap securities). Thus, such trading may negatively impact a Funds NAV and result in dilution to long-term shareholders.
In an effort to protect long-term shareholders, Aston Funds Board of Trustees has adopted policies and procedures that seek to deter short-term trading and excessive trading and to detect such trading activity at levels that may be detrimental to a Fund. These policies and procedures include the following:
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Certain Funds have adopted a redemption fee of 2.00% for shares that are held less than 90 calendar days; |
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The Funds have adopted certain fair valuation practices intended to protect the Funds from time zone arbitrage with respect to foreign securities and other trading practices that seek to exploit stale prices; and the Funds reserve the right to: |
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Reject any purchase, including exchange purchases, which could adversely affect the Funds or their operations. |
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Limit, terminate or otherwise modify the exchange privilege of any shareholder deemed to be engaged in activities that may be detrimental to the Funds. |
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Reject any purchase, including exchange purchases, from investors if there appears to be evidence of short-term or excessive trading. |
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Permanently prevent future purchases and exchanges from occurring in accounts where short-term or excessive trading is apparent. |
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Delay sending redemption proceeds for up to seven days (generally applies in cases of very large redemptions, excessive trading, or during unusual market conditions). |
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Suspend redemptions as permitted by law (e.g., in emergency situations). In making the determination to exercise these rights, the Funds may consider an investors trading history in the Funds and accounts under common ownership or control. |
Prospectus | 124
The Funds seek to employ reasonable measures to detect short-term and excessive trading at levels that may be detrimental to the Funds. Accordingly, the Funds use certain materiality and volume thresholds in applying the policies and procedures, but otherwise seek to apply the policies and procedures uniformly to all shareholders. With respect to accounts held through intermediaries, such intermediaries generally are contractually obligated to provide the Funds with certain shareholder trading information. However, the Funds cannot directly control activity through all channels and are dependent on intermediaries to enforce the Funds policies and procedures. In certain cases, intermediaries may be unable to implement these policies or may not be able to implement policies and procedures in the same manner as the Funds due to system or other constraints. Shareholders who invest through omnibus accounts may be subject to policies and procedures that differ from those applied by the Funds to direct shareholders. The Funds reserve the right to limit an intermediarys future access to the Funds, up to and including terminating the selling agreement with the intermediary. There is no assurance that the Funds policies and procedures will be effective in limiting and deterring short-term and excessive trading in all circumstances.
Redemption Fees
The following Funds assess a 2.00% fee on redemptions (including exchanges) of Fund shares sold or exchanged within 90 calendar days of purchase: ASTON/Barings International Fund, ASTON/LMCG Emerging Markets Fund, ASTON/Guardian Capital Global Dividend Fund, ASTON/Pictet International Fund and ASTON/Harrison Street Real Estate Fund.
Redemption fees are paid to the respective Fund to help offset transaction costs and to protect the Funds long-term shareholders. Each Fund will use the first-in, first-out (FIFO) method to determine the holding period. Under this method, the date of the redemption or exchange will be compared to the earliest purchase date of shares held in the account. If this holding period is less than the required holding period, the fee will be charged.
The Funds will notify intermediaries, such as broker-dealers or plan administrators, of the Funds policies and procedures and request the intermediaries to track and remit redemption fees to the Fund. However, due to limitations with system capabilities or for other reasons, certain broker-dealers, banks, plan administrators and other intermediaries may not track and collect redemption fees at this time, or their methods for tracking and calculating redemption fees may differ from those of the Funds. There is no assurance that the Funds redemption fee policies and procedures will be effective in limiting or deterring short-term and excessive trading in all circumstances. Redemption fees may not be assessed in certain circumstances, including the following: shares purchased through reinvested distributions; certain distributions required by law or due to shareholder hardship; redemptions through a Systematic Withdrawal Plan; redemption of shares through an Automatic Investment Plan; accounts held through intermediaries that are unable to assess redemption fees or do not report sufficient information to the Funds to impose a redemption fee (as discussed above); and circumstances where the Funds administrator believes it to be in the best interest of the Funds and in accordance with the Funds policies and procedures to waive the redemption fee on behalf of the Funds.
ACCOUNT POLICIES AND DIVIDENDS
Account Statements
In general, you will receive quarterly account statements. In addition, you will also receive account statements:
n |
After every transaction that affects your account balance (except for dividend reinvestments, Automatic Investment Plans or Systematic Withdrawal Plans); and |
n |
After any change of name or address of the registered owner(s). |
You will also receive an annual statement that describes the federal income tax characteristics of any dividends and distributions your Fund has paid to you during the year.
Aston Funds may charge a fee for certain services, such as providing historical account documents.
Mailings to Shareholders
To help reduce Fund expenses and environmental waste, Aston Funds combines mailings for multiple accounts going to a single household by delivering Fund reports (annual and semi-annual reports, prospectuses, etc.) in a single envelope. If you do not want us to continue consolidating your Fund mailings and would prefer to receive separate mailings with multiple copies of Fund reports, please call one of our Investor Services Associates at 800-992-8151.
Distributions
The Funds distribute income dividends and net capital gains. Income dividends represent the earnings from a Funds investments less its expenses; capital gains generally occur when a Fund sells a portfolio security for more than the original purchase price.
Prospectus | 125
Dividends
The following table shows the Funds dividend and distribution schedules.
Distribution Schedule | ||||
Funds |
Dividends, if any |
Capital Gains Distributions, if any |
||
ASTON/DoubleLine Core Plus Fixed Income Fund, ASTON/River Road Dividend All Cap Value Fund, ASTON/River Road Dividend All Cap Value Fund II and ASTON/TCH Fixed Income Fund |
n Declared and paid monthly |
n Distributed at least once a year, generally in December |
||
ASTON/Anchor Capital Enhanced Equity Fund, ASTON/Montag & Caldwell Balanced Fund and ASTON/Guardian Capital Global Dividend Fund |
n Declared and paid quarterly |
n Distributed at least once a year, generally in December |
||
All Other Funds |
n Declared and paid annually |
n Distributed at least once a year, generally in December |
Dividend Reinvestments
Investors may have their dividends and distributions reinvested in additional shares of the same Fund. If you choose this option, or if you do not indicate a choice, your dividends and distributions will be automatically reinvested on the dividend payable date. You can also choose to have a check for your dividends and distributions mailed to you by choosing this option on your account application.
Uncashed Checks
Checks should be cashed upon receipt, as interest will not be paid on uncashed checks. State escheat laws generally require Aston Funds to remit uncashed checks to the appropriate state after a specific period of time, which varies by state.
Automatic Investment Plan (Class N Shares only)
The Automatic Investment Plan (AIP) allows you to set up a scheduled transfer of funds from your bank account to the Fund(s) of your choice. You determine the AIP investment amount (the minimum AIP investment amount is $50) and you can terminate the program at any time. The minimum initial investment for accounts containing an AIP instruction is the same as all other accounts. To take advantage of this feature, complete the appropriate sections of the account application.
Aston Funds Website
Aston Funds maintains a website located at www.astonfunds.com. You can purchase, exchange and redeem shares and access information such as your account balance and the Funds NAVs through our website. Self-register for online account access at www.astonfunds.com. Your social security number or employer identification number, account number and other security validity information will be required for registration. You may also need to have bank account information, wire instructions, ACH instructions or other options established on your account.
Aston Funds has procedures in place to try to prevent unauthorized access to your account information. The Funds and their agents will not be responsible for any losses resulting from unauthorized transactions on our website.
Systematic Withdrawal Plan (Class N Shares only)
This plan may be used for periodic withdrawals (at least $50 by check or ACH) from your account. To take advantage of this feature you must:
n |
Have at least $50,000 in your account; |
n |
Determine the schedule: monthly, quarterly, semi-annually or annually; and |
n |
Call 800-992-8151 to add a Systematic Withdrawal Plan to your account. |
Retirement Plans and Education Savings Accounts (Class N and Class R Shares, as applicable)
Aston Funds offer a range of retirement plans, including Traditional, Roth, SIMPLE IRAs and SEP IRAs for Class N and Class R shareholders. Aston Funds also offers Education Savings Accounts for Class N shareholders, which allow you to save for qualified elementary, secondary and higher education costs. Using these plans, you can invest in any Fund with a low minimum investment of $500. The annual maintenance fee for IRAs and Education Savings Accounts is $15 per account (not to exceed $30 per shareholder), but it is waived if you have $35,000 or more in assets. The fee is assessed every December for the current calendar year. To find out more, call Aston Funds at 800-992-8151.
Prospectus | 126
DISTRIBUTION AND SERVICES PLAN 12b-1 FEES
To pay for the cost of promoting the Funds and servicing your shareholder account, the Funds have adopted a Rule 12b-1 plan for Class N and Class R shares. Under this plan, a Fund pays a fee at an annual rate of not more than 0.25% of each Funds Class N shares average daily net assets and 0.50% of Class R shares average daily net assets to the distributor for certain expenses associated with the distribution of Fund shares and administrative services provided to Fund shareholders. The fee is accrued daily and payable monthly. Over time, these fees may increase the cost of your investment and may cost more than paying other types of sales charges.
In addition to payments under a Rule 12b-1 plan, the Funds may bear costs associated with compensating intermediaries that perform sub-transfer agency, sub-accounting and/or shareholder services for Fund shareholder accounts. Aston may also compensate intermediaries that distribute and/or service investors in the Funds out of its own assets and not as an additional charge to the Funds. Additional payments to intermediaries may represent a premium over payments made by other fund families, and may create an added incentive for investment professionals to sell or recommend the Funds over other funds offered by competing fund families. The additional payments may differ for each Fund within the Aston Funds family of funds, including within the same intermediary, and across intermediaries, or within the same Fund at the same intermediary.
In addition, representatives of the distributor may be compensated through Adviser incentive programs in a manner that favors one Aston Fund or group of Aston Funds over another Aston Fund.
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
The Subadvisers attempt to obtain the best possible price and most favorable execution of transactions in their portfolio securities. There may be times when a Subadviser may pay one broker-dealer a commission that is greater than the amount that another broker-dealer may charge for the same transaction. The Subadvisers generally determine in good faith if the commission paid was reasonable in relation to the brokerage or research services provided by the broker-dealer. In selecting and monitoring broker-dealers and negotiating commissions, the Subadvisers consider, among other factors, a broker-dealers reliability, availability of research, the quality of its execution services and its financial condition.
Prospectus | 127
Dividends and Distributions
The Funds pay dividends and distribute capital gains at different intervals. All dividends and distributions are automatically reinvested at NAV unless you choose to receive them in a cash payment. You can change your payment options at any time by writing to us.
Taxes
Certain tax considerations may apply to your investment in an Aston Fund. The following is a general description of certain federal income tax considerations. Further information regarding the federal income tax consequences of investing in the Funds is included in the SAI. If you have any tax-related questions relating to your investment in an Aston Fund, please consult your tax adviser.
For federal income tax purposes:
n |
Dividends and distributions on Class R shares will generally not be subject to current federal income taxation provided such shares are held in a qualified tax-deferred retirement plan. Distributions to you from a qualified tax-deferred retirement plan, however, will generally be subject to federal income tax and possibly federal withholding tax. In addition, backup withholding tax (see below) may apply to dividends, distributions and redemption proceeds received by a qualified tax-deferred retirement plan unless the required certification is provided to Aston Funds. To the extent Fund shares are not held in a qualified tax-deferred retirement plan, the following federal income tax consequences will generally apply. Please consult with your plan administrator regarding the tax status of your retirement plan. |
n |
The tax treatment of dividends and distributions is the same whether you reinvest the dividends and distributions or elect to receive them in cash. We will send you a statement with the federal income tax status of your dividends and distributions for the prior calendar year generally by February 15. |
n |
Distributions of any net investment income, other than qualified dividend income, are taxable to you as ordinary income. |
n |
Distributions of qualified dividend income (i.e., generally dividends received by a Fund from domestic corporations and certain foreign corporations) generally will be taxed to individuals and other non-corporate investors in the Funds at federal income tax rates applicable to long-term capital gains, provided you meet certain holding period and other requirements contained in the Code with respect to your Fund shares, and the Fund meets similar holding period and other requirements with respect to the dividend paying stock. Dividends received by a Fund from most REITs and certain foreign corporations are not expected to qualify for treatment as qualified dividend income when distributed by a Fund. Therefore, it is not expected that a significant amount of the ASTON/Harrison Street Real Estate Funds distributions will be eligible for qualified dividend income treatment. |
n |
If a Fund receives dividends from another investment company that qualifies as a regulated investment company, including an ETF, for federal income tax purposes and the investment company designates such dividends as qualified dividend income, then the Fund may in turn designate that portion of its distributions derived from those dividends as qualified dividend income, provided the Fund meets certain holding period and other requirements with respect to the shares of the investment company. |
n |
Distributions of net capital gain (net long-term capital gain less any net short-term capital loss) are taxable as long-term capital gain regardless of how long you may have held shares of a Fund. In contrast, distributions of net short-term capital gain (net short-term capital gain less any net long-term capital loss) are taxable as ordinary income regardless of how long you may have held shares of a Fund. Because distributions of net short-term capital gain are taxable as ordinary income, you generally cannot offset net short-term capital gain distributions you receive from a Fund with capital losses. |
n |
ASTON/Lake Partners LASSO Alternatives Funds use of a fund-of-funds structure could affect the amount, timing and type of distributions from the Fund and, therefore, may increase the amount of taxes payable by you. |
n |
Generally, the character of the dividends and distributions a Fund receives from another investment company will pass through to you, subject to certain exceptions, as long as the Fund and the investment company each qualify as a regulated investment company under the Code. |
n |
Some of a Funds investments may be subject to special provisions of the Code that may increase the amount of gain recognized by the Fund, defer the Funds losses, accelerate the Funds recognition of gain, affect the character of such income and affect the amount, timing and type of distributions from the Fund, which may increase the amount of taxes payable by you. |
n |
Distributions declared to the shareholders of record in October, November or December and paid on or before January 31 of the succeeding year will be treated for federal income tax purposes as if received by shareholders on December 31 of the year in which the distribution was declared. |
n |
When you sell shares or exchange shares for shares of another Fund (other than shares held in a tax-deferred account), it generally is considered a taxable event for you. Depending on the purchase price and the sale price of the shares you sell or exchange, you may have a gain or a loss on the transaction. The gain or loss will generally be treated as a long-term capital gain or loss if you held your shares for more than one year. If you held your shares for one year or less, the gain or loss will generally be treated as a short-term capital gain or loss. You are responsible for any tax liabilities generated by your transactions. |
n |
An additional 3.8% Medicare tax is imposed on certain net investment income (including dividends and distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds a threshold amount. |
Prospectus | 128
n |
If you do not provide Aston Funds with your complete and correct taxpayer identification number and required certification, or if the Internal Revenue Service so notifies us, you may be subject to backup withholding tax on dividends, distributions and redemption proceeds. |
n |
If you purchase shares of a Fund just before a dividend or distribution, you will pay the full price for the shares and receive a portion of the purchase price back as a taxable distribution. This is referred to as buying a dividend. |
n |
If a Fund qualifies (by having more than 50% of the value of its total assets at the close of the taxable year consist of stock or securities in foreign corporations or by being a qualified fund of funds) and elects to pass through foreign taxes paid on its investments during the year, such taxes will be reported to you as income. You may, however, be able to claim an offsetting tax credit or deduction on your federal income tax return, depending on your particular circumstances and provided you meet certain holding period and other requirements. Tax-exempt holders of Fund shares, such as qualified tax-deferred retirement plans, will not benefit from such a deduction or credit. |
n |
A Funds ability to invest in some investments, including certain ETFs that invest in the commodities market and commodity-linked instruments, may be significantly limited by the federal income tax rules applicable to regulated investment companies. |
n |
Aston Funds is required to report cost basis and holding period information to both the Internal Revenue Service and shareholders for gross proceeds from the sales of shares of Aston Funds purchased on or after January 1, 2012. This information will be reported on Form 1099-B. The deadline for mailing Form 1099-B to shareholders is February 15. Absent shareholder instructions, Aston Funds will calculate and report cost basis information using its default method of average cost. If you hold shares of Aston Funds through a financial intermediary, the financial intermediary will be responsible for this reporting and the financial intermediarys default cost basis method may apply. Please consult your tax adviser for additional information regarding cost basis reporting and your situation. |
Prospectus | 129
These financial highlights tables are intended to help you understand the Funds financial performance. The following schedules present financial highlights for one outstanding share of each Fund throughout the periods indicated. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in a Fund (assuming reinvestment of all dividends and distributions). This information has been derived from the Funds financial statements as of October 31, 2014. The financial statements for the Funds have been audited by [ ], whose report, along with those Funds financial statements, is included in the Funds annual report, which is available upon request.
ASTON/Montag & Caldwell Growth Fund Class N Year Ended October 31, |
To Come
Prospectus | 130
ASTON/Montag & Caldwell Growth Fund Class I Year Ended October 31, |
To Come
ASTON/Montag & Caldwell Growth Fund Class R Year Ended October 31, |
To Come
Prospectus | 131
ASTON/Herndon Large Cap Value Fund Class N Year Ended October 31, |
To Come
ASTON/Herndon Large Cap Value Fund Class I Year Ended October 31, |
To Come
Prospectus | 132
ASTON/Cornerstone Large Cap Value Fund Class N Year Ended October 31, |
To Come
ASTON/Cornerstone Large Cap Value Fund Class I Year Ended October 31, |
To Come
Prospectus | 133
ASTON/TAMRO Diversified Equity Fund Class N Year Ended October 31, |
To Come
ASTON/TAMRO Diversified Equity Fund Class I Year Ended October 31, |
To Come
Prospectus | 134
ASTON/River Road Dividend All Cap Value Fund Class N Year Ended October 31, |
To Come
ASTON/River Road Dividend All Cap Value Fund Class I Year Ended October 31, |
To Come
Prospectus | 135
ASTON/River Road Dividend All Cap Value Fund II Class N Year Ended October 31, |
To Come
ASTON/River Road Dividend All Cap Value Fund II Class I Year Ended October 31, |
To Come
Prospectus | 136
ASTON/Fairpointe Mid Cap Fund Class N Year Ended October 31, |
To Come
ASTON/Fairpointe Mid Cap Fund Class I Year Ended October 31, |
To Come
Prospectus | 137
ASTON/Montag & Caldwell Mid Cap Growth Fund Class N Year Ended October 31, |
To Come
ASTON/Montag & Caldwell Mid Cap Growth Fund Class I Year Ended October 31, |
To Come
Prospectus | 138
ASTON/TAMRO Small Cap Fund Class N Year Ended October 31, |
To Come
ASTON/TAMRO Small Cap Fund Class I Year Ended October 31, |
To Come
Prospectus | 139
ASTON/River Road Select Value Fund Class N Year Ended October 31, |
To Come
ASTON/River Road Select Value Fund Class I Year Ended October 31, |
To Come
Prospectus | 140
ASTON/River Road Small Cap Value Fund Class N Year Ended October 31, |
To Come
ASTON/River Road Small Cap Value Fund Class I Year Ended October 31, |
To Come
Prospectus | 141
ASTON/River Road Independent Value Fund Class N Year Ended October 31, |
To Come
ASTON/River Road Independent Value Fund Class I Year Ended October 31, |
To Come
Prospectus | 142
ASTON/LMCG Small Cap Growth Fund Class N Year Ended October 31, |
To Come
ASTON/LMCG Small Cap Growth Fund Class I Year Ended October 31, |
To Come
Prospectus | 143
ASTON/Silvercrest Small Cap Fund Class N Year Ended October 31, |
To Come
ASTON/Silvercrest Small Cap Fund Class I Year Ended October 31, |
To Come
Prospectus | 144
ASTON/DoubleLine Core Plus Fixed Income Fund Class N Year Ended October 31, |
To Come
ASTON/DoubleLine Core Plus Fixed Income Fund Class I Year Ended October 31, |
To Come
Prospectus | 145
ASTON/TCH Fixed Income Fund Class N Year Ended October 31, |
To Come
ASTON/TCH Fixed Income Fund Class I Year Ended October 31, |
To Come
Prospectus | 146
ASTON/Lake Partners LASSO Alternatives Fund Class N Year Ended October 31, |
To Come
ASTON/Lake Partners LASSO Alternatives Fund Class I Year Ended October 31, |
To Come
Prospectus | 147
ASTON/Anchor Capital Enhanced Equity Fund Class N Year Ended October 31, |
To Come
ASTON/Anchor Capital Enhanced Equity Fund Class I Year Ended October 31, |
To Come
Prospectus | 148
ASTON/River Road Long-Short Fund Class N Year Ended October 31, |
To Come
ASTON/River Road Long-Short Fund Class I Year Ended October 31, |
To Come
Prospectus | 149
ASTON/Barings International Fund Class N Year Ended October 31, |
To Come
ASTON/Barings International Fund Class I Year Ended October 31, |
To Come
Prospectus | 150
ASTON/Guardian Capital Global Dividend Fund Class N Year Ended October 31, |
To Come
ASTON/Guardian Capital Global Dividend Fund Class I Year Ended October 31, |
To Come
Prospectus | 151
ASTON/LMCG Emerging Markets Small Cap Fund Class N Year Ended October 31, |
To Come
Prospectus | 152
ASTON/LMCG Emerging Markets Fund Class I Year Ended October 31, |
To Come
Prospectus | 153
ASTON/Pictet International Fund Class N Year Ended October 31, |
To Come
ASTON/Pictet International Fund Class I Year Ended October 31, |
To Come
Prospectus | 154
ASTON/Harrison Street Real Estate Fund Class N Year Ended October 31, |
To Come
ASTON/Harrison Street Real Estate Fund Class I Year Ended October 31, |
To Come
Prospectus | 155
ASTON/Montag & Caldwell Balanced Fund Class N Year Ended October 31, |
To Come
ASTON/Montag & Caldwell Balanced Fund Class I Year Ended October 31, |
To Come
Prospectus | 156
If you wish to know more about Aston Funds, you will find additional information in the following documents:
SHAREHOLDER REPORTS
You will receive an unaudited semi-annual report dated April 30 and an annual report dated October 31, which is audited by an independent registered public accounting firm. The annual report contains a discussion of the market conditions and investment strategies that significantly affected each Funds performance during its last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION (SAI)
The SAI, which is incorporated into this prospectus by reference and dated February 28, 2015, as amended from time to time, is available to you without charge and can be mailed to you upon request. It contains more detailed information about the Funds.
HOW TO OBTAIN REPORTS
Contacting Aston Funds
You can get free copies of the reports and SAI, request other information and get answers to your questions about the Funds by contacting:
Address: |
Aston Funds P.O. Box 9765 Providence, Rhode Island 02940 |
|||
Phone: |
Shareholder Services & Fund Literature Investment Advisor Services |
800-992-8151
800-597-9704 |
||
Website: | www.astonfunds.com |
Obtaining Information from the SEC
You can visit the EDGAR Database on the SECs website at http://www.sec.gov to view the SAI and other information. You can also view and copy information about the Funds at the SECs Public Reference Room in Washington, D.C. To find out more about the Public Reference Room, you can call the SEC at 202-551-8090. Also, you can obtain copies of this information after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing the SECs Public Reference Section, Washington, D.C. 20549-1520.
Investment Company Act File Number: 811-8004
Prospectus | 157
Aston Funds
P.O. Box 9765
Providence, Rhode Island 02940
ATN PRO 15
ASTON FUNDS
STATEMENT OF ADDITIONAL INFORMATION
February 28, 2015
Ticker Symbols |
||||||
EQUITY FUNDS |
Class N | Class I | Class R | |||
ASTON/Montag & Caldwell Growth Fund |
MCGFX | MCGIX | MCRGX | |||
ASTON/Herndon Large Cap Value Fund |
AALIX | AHRNX | | |||
ASTON/Cornerstone Large Cap Value Fund |
RVALX | AAVIX | | |||
ASTON/TAMRO Diversified Equity Fund |
ATLVX | ATDEX | | |||
ASTON/River Road Dividend All Cap Value Fund |
ARDEX | ARIDX | | |||
ASTON/River Road Dividend All Cap Value Fund II |
ADVTX | ADIVX | __ | |||
ASTON/Fairpointe Mid Cap Fund |
CHTTX | ABMIX | | |||
ASTON/Montag & Caldwell Mid Cap Growth Fund |
AMCMX | AMMCX | | |||
ASTON/TAMRO Small Cap Fund |
ATASX | ATSIX | | |||
ASTON/River Road Select Value Fund |
ARSMX | ARIMX | | |||
ASTON/River Road Small Cap Value Fund |
ARSVX | ARSIX | | |||
ASTON/River Road Independent Value Fund |
ARIVX | ARVIX | | |||
ASTON/LMCG Small Cap Growth Fund |
ACWDX | ACWIX | | |||
ASTON/Silvercrest Small Cap Fund |
ASCTX | ACRTX | __ | |||
FIXED INCOME FUNDS |
||||||
ASTON/DoubleLine Core Plus Fixed Income Fund |
ADBLX | ADLIX | | |||
ASTON/TCH Fixed Income Fund |
CHTBX | CTBIX | | |||
ALTERNATIVE FUNDS |
||||||
ASTON/Lake Partners LASSO Alternatives Fund |
ALSNX | ALSOX | | |||
ASTON/Anchor Capital Enhanced Equity Fund |
AMBEX | AMDSX | | |||
ASTON/River Road Long-Short Fund |
ARLSX | ALSIX | | |||
INTERNATIONAL FUNDS |
||||||
ASTON/Barings International Fund |
ABARX | ABIIX | | |||
ASTON/Guardian Capital Global Dividend Fund |
AGCNX | AGCDX | | |||
ASTON/LMCG Emerging Markets Fund |
ALEMX | ALMEX | | |||
ASTON/Pictet International Fund |
APINX | APCTX | | |||
SECTOR FUND |
||||||
ASTON/Harrison Street Real Estate Fund |
ARFCX | AARIX | | |||
BALANCED FUND |
||||||
ASTON/Montag & Caldwell Balanced Fund |
MOBAX | MOBIX | |
This Statement of Additional Information dated February 28, 2015 (SAI) provides supplementary information pertaining to shares representing interests in twenty-five of twenty-seven currently available investment portfolios (each a Fund and collectively, the Funds) of Aston Funds (the Trust).
This SAI is not a prospectus and should be read only in conjunction with the Funds current prospectus dated February 28, 2015, as amended or supplemented from time to time (the Prospectus). No investment in any of the Funds should be made without first reading the Prospectus.
The audited financial statements for the fiscal year ended October 31, 2014 for the Funds are incorporated herein by reference to the Funds Annual Reports as filed with the Securities and Exchange Commission (SEC). This SAI is incorporated by reference to the Prospectus.
You may obtain a prospectus, annual report or semi-annual report, when available, at no charge by contacting the Trust at Aston Funds, P.O. Box 9765, Providence, Rhode Island 02940 or 800-992-8151 or by downloading such information from www.astonfunds.com . The website does not form a part of the Prospectus or SAI.
Page | ||||
THE FUNDS | 1 | |||
INVESTMENT OBJECTIVES, STRATEGIES AND RISK CONSIDERATIONS | 1 | |||
INVESTMENT RESTRICTIONS | 53 | |||
NON-FUNDAMENTAL INVESTMENT POLICIES | 61 | |||
TRUSTEES AND OFFICERS OF THE TRUST | 62 | |||
PROXY VOTING POLICIES AND PROCEDURES | 68 | |||
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES | 69 | |||
INVESTMENT ADVISORY AND OTHER SERVICES | 76 | |||
76 | ||||
81 | ||||
103 | ||||
105 | ||||
105 | ||||
106 | ||||
106 | ||||
108 | ||||
109 | ||||
109 | ||||
109 | ||||
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS | 109 | |||
DISCLOSURE OF PORTFOLIO HOLDINGS | 113 | |||
DESCRIPTION OF SHARES | 114 | |||
NET ASSET VALUE | 117 | |||
REDEMPTIONS-IN-KIND | 117 | |||
DIVIDENDS | 118 | |||
FEDERAL INCOME TAXES | 118 | |||
PERFORMANCE INFORMATION | 126 | |||
FINANCIAL STATEMENTS | 126 | |||
OTHER INFORMATION | 127 | |||
APPENDIX A | A-1 | |||
APPENDIX B | B-1 |
i
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS SAI OR IN THE PROSPECTUS IN CONNECTION WITH THE OFFERINGS MADE BY THE PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST OR THE DISTRIBUTOR. THE PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE TRUST OR THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
Aston Funds, 120 N. LaSalle Street, 25 th Floor, Chicago, Illinois 60602, is an open-end management investment company. Each Fund is classified as diversified under the Investment Company Act of 1940, as amended (the 1940 Act), except ASTON/Harrison Street Real Estate Fund and ASTON/River Road Long-Short Fund , which are classified as non-diversified. Each Fund is a series of the Trust, which was formed as a Delaware statutory trust on September 10, 1993.
INVESTMENT OBJECTIVES, STRATEGIES AND RISK CONSIDERATIONS
The following supplements the information contained in the Prospectus concerning the investment objectives, strategies and risks of investing in the Funds. Except as otherwise stated below or in the Prospectus, a Fund may invest in the portfolio investments included in this section. The investment practices described below, except as further set forth in Investment Restrictions are not fundamental and may be changed by the Board of Trustees of the Trust (the Board) without the approval of shareholders.
American Depositary Receipts (ADRs), Continental Depositary Receipts (CDRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs)
ADRs are securities, typically issued by a U.S. financial institution (a depositary), that evidence ownership interest in a security or a pool of securities issued by a foreign issuer and deposited with the depositary. EDRs, which are sometimes referred to as CDRs, are securities, typically issued by a non-U.S. financial institution, that evidence ownership interest in a security or a pool of securities issued by either a U.S. or foreign issuer. GDRs are issued globally and evidence a similar ownership arrangement. Generally, ADRs are designed for trading in the U.S. securities market, EDRs are designed for trading in European securities markets and GDRs are designed for trading in non-U.S. securities markets. Generally, depositary receipts may be available through sponsored or unsponsored facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and a depositary, whereas an unsponsored facility may be established by a depositary without participation by the issuer of the underlying security. Holders of unsponsored depositary receipts generally bear all the costs of the unsponsored facility. The depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through, to the holders of the receipts, voting rights with respect to the deposited securities.
Asset-Backed Securities
Asset-backed securities are securities backed by installment contracts, credit card and other receivables or other financial assets. Asset-backed securities represent interests in pools of assets in which payments of both interest and principal on the securities are made monthly, thus in effect passing through monthly payments made by the individual borrowers on the assets underlying securities, net of any fees paid to the issuer or guarantor of the securities. The average life of asset-backed securities varies with the maturities of the underlying assets. An asset-backed securitys stated maturity may be shortened if the underlying assets are pre paid, and the securitys total return may be difficult to predict precisely. The risk that recovery on repossessed collateral might be unavailable or inadequate to support payments on asset-backed securities is greater than in the case for mortgage-backed securities. Falling interest rates generally result in an increase in the rate of prepayments while rising interest rates generally decrease the rate of prepayments. An acceleration in prepayments in response to sharply falling interest rates will shorten the securitys average maturity and limit the potential appreciation in the securitys value relative to a conventional debt security.
1
Below Investment-Grade (High Yield) Debt Securities
Fixed income securities rated Ba or lower by Moodys Investor Service (Moodys) or BB or lower by Standard & Poors (S&P), frequently referred to as junk bonds, are considered to be predominantly speculative. They generally offer higher yields than bonds issued by entities with stronger creditworthiness. Such securities are subject to a substantial degree of credit risk. High-yield bonds held by a Fund may be issued as a consequence of corporate restructurings, such as leveraged buy-outs, mergers, acquisitions, debt recapitalizations or similar events. Additionally, high-yield bonds are often issued by smaller, less creditworthy companies or by highly leveraged firms, which are generally less able than more financially stable firms to make scheduled payments of interest and principal. The risks posed by bonds issued under such circumstances are substantial. Changes by recognized rating agencies in their rating of any security and in the ability of an issuer to make payments of interest and principal will ordinarily have a more dramatic effect on the values of these investments than on the values of higher-rated securities. Such changes in value will not affect cash income derived from these securities, unless the issuers fail to pay interest or principal when due. Such changes will, however, affect a Funds net asset value per share.
The higher yields from lower-rated debt securities are intended to compensate for the higher default rates on such securities. However, there can be no assurance that diversification will protect a Fund from widespread bond defaults brought about by a sustained economic downturn, or that yields will offset default rates on high-yield bonds. Issuers of these securities are often highly leveraged, so that their ability to service their debt obligations during an economic downturn or during sustained periods of rising interest rates may be impaired. In addition, such issuers may not have more traditional methods of financing available to them and may be unable to repay debt at maturity by refinancing.
The value of lower-rated debt securities will be influenced not only by changing interest rates but also by the bond markets perception of credit quality and the outlook for economic growth. When economic conditions appear to be deteriorating, lower rated bonds may decline in market value due to investors heightened concern over credit quality, regardless of prevailing interest rates. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and liquidity of lower-rated securities held by a Fund, especially in a thinly traded market. Illiquid or restricted securities held by a Fund may involve valuation difficulties. Trading in the secondary market for high-yield bonds may become thin and market liquidity may be significantly reduced. Even under normal conditions, the market for high-yield bonds may be less liquid than the market for investment-grade corporate bonds. There are fewer securities dealers in the high-yield market, and purchasers of high-yield bonds are concentrated among a smaller group of securities dealers and institutional investors. In periods of reduced market liquidity, high-yield bond prices may become more volatile.
Lower-Rated Securities Market An economic downturn or increase in interest rates is likely to have an adverse effect on the lower-rated securities market generally (resulting in more defaults) and on the value of lower-rated securities contained in the portfolios of a Fund.
Sensitivity to Economic and Interest Rate Changes The economy and interest rates can affect lower-rated securities differently from other securities. For example, the prices of lower-rated securities are more sensitive to adverse economic changes or individual corporate developments than are the prices of higher-rated investments. Also, during an economic downturn or substantial period of rising interest rates, highly leveraged issuers may experience financial stress which would adversely affect their ability to service their principal and interest payment obligations, to meet projected business goals or to obtain additional financing. If the issuer of a lower-rated security defaulted, a Fund may incur additional expenses to seek recovery. In addition, periods of economic uncertainty and changes can be expected to result in increased volatility of market prices of lower-rated securities and a Funds net asset values.
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Liquidity and Valuation To the extent that an established secondary market does not exist and a particular obligation is thinly traded, the obligations fair value may be difficult to determine because of the absence of reliable, objective data. As a result, a Funds valuation of the obligation and the price it could obtain upon its disposition could differ.
Credit Ratings The credit ratings of Moodys and S&P are evaluations of the safety of principal and interest payments. There is a risk that credit rating agencies may fail to timely change the credit ratings to reflect subsequent events. Therefore, in addition to using recognized rating agencies and other sources, the investment adviser or subadviser also performs its own analysis of issuers in selecting investments for a Fund. The investment adviser or subadvisers analysis of issuers may include, among other things, historic and current financial condition, current and anticipated cash flow and borrowing strength of management, responsiveness to business conditions, credit standing and current and anticipated results of operations.
Yields and Ratings The yields on certain obligations are dependent on a variety of factors, including general market conditions, conditions in the particular market for the obligation, the financial condition of the issuer, the size of the offering, the maturity of the obligation and the ratings of the issue. The ratings of Moodys and S&P represent their respective opinions as to the quality of the obligations they undertake to rate. Ratings, however, are general and are not absolute standards of quality. Consequently, obligations with the same rating, maturity and interest rate may have different market prices.
While any investment carries some risk, certain risks associated with lower-rated securities are different from those for investment-grade securities. The risk of loss through default is greater because lower-rated securities are usually unsecured and are often subordinated to an issuers other obligations. Additionally, the issuers of these securities frequently have high debt levels and are thus more sensitive to difficult economic conditions, individual corporate developments and rising interest rates. Consequently, the market price of these securities may be quite volatile and may result in wider fluctuations in a Funds net asset value per share.
Borrowing
A Fund may not borrow money or issue senior securities, except as described in this paragraph or as described in Investment Restrictions. Any policy under Investment Restrictions that contradicts policies described in this paragraph governs that applicable Funds policy on borrowing. A Fund may borrow from banks or enter into reverse repurchase agreements for temporary purposes in amounts up to one-third of the value of its total assets. A Fund may not mortgage, pledge or hypothecate any assets, except in connection with permitted borrowing or other permitted investment techniques. Any borrowing will be from a bank with asset coverage of at least 300%, if required. In the event that such asset coverage shall at any time fall below 300%, a Fund shall, within three days thereafter (not including Sundays or holidays) or such longer period as the SEC may prescribe by rules and regulations, reduce the amount of its borrowings to such an extent that the asset coverage of such borrowings shall be at least 300%.
Convertible Securities
Common stock occupies the most junior position in a companys capital structure. Convertible securities entitle the holder to exchange the securities for a specified number of shares of common stock, usually of the same company, at specified prices within a certain period of time, and to receive dividends, in the case of convertible preferred stock, or interest, in the case of convertible bonds, until the holder elects to convert or, if applicable, the security matures. The provisions of any convertible security determine its ranking in a companys capital structure. In the case of subordinated convertible debentures, the holders claims on assets and earnings are subordinated to the claims of other creditors and are senior to the claims of preferred and common shareholders. In the case of convertible preferred stock, the holders claims on
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assets and earnings are subordinated to the claims of all creditors but are senior to the claims of common shareholders.
Cyber Security Risk
With the increased use of technologies such as the Internet to conduct business, the Funds are susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber attacks include, but are not limited to, gaining unauthorized access to digital systems ( e.g., through hacking or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites ( i.e ., efforts to make network services unavailable to intended users). Cyber incidents affecting a Funds investment adviser or sub-adviser and other service providers (including, but not limited to, fund accountants, custodians, transfer agents and financial intermediaries) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with a Funds ability to calculate its NAV, impediments to trading, the inability of Fund investors to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting issuers of securities in which a Fund invests, counterparties with which a Fund engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions (including financial intermediaries and service providers for fund shareholders) and other parties. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. Although service providers typically have business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, a Fund cannot control the cyber security plans and systems put in place by its service providers or any other third parties whose operations may affect the fund or its shareholders. A Fund and its investors could be negatively impacted as a result.
Derivative Instruments
The term derivatives has been used to identify a range and variety of financial instruments. In general, a derivative is commonly defined as a financial instrument whose performance and value are derived, at least in part, from another source, such as the performance of an underlying asset, a specific security or an index of securities. As is the case with other types of investments, a Funds derivative instruments may entail various types and degrees of risk, depending upon the characteristics of the derivative instrument and a Funds overall portfolio.
Each Fund may use derivative instruments for hedging purposes, to maintain liquidity, in anticipation of changes in the composition of its portfolio holdings, or as otherwise provided in the Prospectus. Certain Funds may use derivatives to seek exposure to a particular market or asset class in an attempt to achieve their objective. A Fund will invest in one or more derivatives only to the extent that the instrument under consideration is judged by the investment adviser or the subadviser to be consistent with a Funds overall investment objective and policies. In making such judgment, the potential benefits and risks will be considered in relation to a Funds other portfolio investments.
Where not specified, investment limitations with respect to a Funds derivative instruments will be consistent with such Funds existing percentage limitations with respect to its overall investment policies and restrictions. The types of derivative securities in which certain Funds are permitted to invest include, but are not limited to, forward commitments, foreign currency contracts, futures contracts, options, and swap agreements.
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Certain investment transactions expose the Funds to an obligation to make future payments to third parties. Examples of these types of transactions, include, but are not limited to, derivatives such as swaps, futures, forwards, and options. To the extent that a Fund engages in such transactions, the Fund will (to the extent required by applicable law) either (1) segregate cash or liquid assets in the prescribed amount or (2) otherwise cover its future obligations under the transaction, such as by holding an offsetting investment. If a Fund segregates sufficient cash or other liquid assets or otherwise covers its obligations under such transactions, the Fund will not consider the transactions to be borrowings for purposes of its investment restrictions or senior securities under the 1940 Act, and therefore, such transactions will not be subject to the 300% asset coverage requirement under the 1940 Act otherwise applicable to borrowings by the Fund.
In some cases (e.g., with respect to futures and forwards that are contractually required to cash-settle), a Fund will segregate cash or other liquid assets with respect to the amount of the daily net (marked-to-market) obligation arising from the transaction, rather than the notional amount of the underlying contract. By segregating assets in an amount equal to the net obligation rather than the notional amount, a Fund will have the ability to employ leverage to a greater extent than if it set aside cash or other liquid assets equal to the notional amount of the contract, which may increase the risk associated with such transactions. Whenever a Fund is required to segregate assets for 1940 Act purposes, notations on the books of the Trusts custodian or fund accounting agent are sufficient to constitute a segregated account.
Assets used as segregation or cover cannot be sold while the position in the corresponding transaction is open, unless they are replaced with other appropriate assets. As a result, the commitment of a large portion of a Funds assets for segregation and cover purposes could impede portfolio management or the Funds ability to meet redemption requests or other current obligations. Segregating assets or otherwise covering for these purposes does not necessarily limit the percentage of the assets of a Fund that may be at risk with respect to certain derivative transactions.
Dollar Rolls
Dollar roll transactions consist of the sale of mortgage-backed securities to a bank or broker-dealer, together with a commitment to purchase similar, but not necessarily identical, securities at a future date. Any difference between the sale price and the purchase price is netted against the interest income foregone on the securities to arrive at an implied borrowing (reverse repurchase) rate. Alternatively, the sale and purchase transactions that constitute the dollar roll can be executed at the same price, with a Fund being paid a fee as consideration for entering into the commitment to purchase. Dollar rolls may be renewed after cash settlement and initially may involve only a firm commitment agreement by a Fund to buy a security. A Fund will segregate cash or liquid securities in an amount at least equal to its obligations under the dollar roll transaction. Whenever a Fund is required to segregate assets for 1940 Act purposes, notations on the books of the Trusts custodian or fund accounting agent are sufficient to constitute a segregated account.
If the broker-dealer to whom a Fund sells the security becomes insolvent, a Funds right to purchase or repurchase the security may be restricted. Also, the value of the security may change adversely over the term of the dollar roll, such that the security that a Fund is required to repurchase may be worth less than the security that a Fund originally held.
Emerging Market Securities
Investments in emerging market countries may be subject to additional and potentially higher risks than investments in developed countries or in foreign countries in general. Such additional risks include (i) less social, political and economic stability; (ii) a small market for securities and/or a low or nonexistent volume of trading, which result in a lack of liquidity and in greater price volatility; (iii) foreign exchanges
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and broker-dealers may be subject to less scrutiny and regulation by local authorities; (iv) certain national policies that may restrict a Funds investment opportunities, including restrictions on investment in issuers or industries deemed sensitive to national interests; (v) foreign taxation; (vi) issuers facing restrictions on U.S. dollar or euro payments imposed by local governments may attempt to make dividend or interest payments to foreign investors in the local currency; (vii) investors may experience difficulty in enforcing legal claims related to the securities and/or local judges may favor the interests of the issuer over those of foreign investors; (viii) bankruptcy judgments may only be permitted to be paid in the local currency; (ix) limited public information regarding the issuer may result in greater difficulty in determining market valuations of the securities; and (x) infrequent financial reporting, substandard disclosure, and differences in accounting standards may make it difficult to ascertain the financial health of an issuer. In addition, unlike developed countries, many emerging countries economic growth rates highly depend on exports and inflows of external capital, making them more vulnerable to downturns of the world economy. Governments in certain developing countries may require that a governmental or quasi-governmental authority act as custodian of a Funds assets invested in such country. To the extent such governmental or quasi-governmental authorities do not satisfy the requirements of the 1940 Act, with respect to the custody of a Funds cash and securities, a Funds investment in such countries may be limited or may be required to be effected through intermediaries. The risk of loss through governmental confiscation may be increased in such countries.
Many emerging market countries in which a Fund may invest lack the social, political, and economic stability characteristic of the United States Political instability in emerging market countries can be common and may be caused by an uneven distribution of wealth, social unrest, labor strikes, civil wars, and religious oppression. Economic instability in emerging market countries may take the form of: (i) high interest rates; (ii) high levels of inflation, including hyperinflation; (iii) high levels of unemployment or underemployment; (iv) changes in government economic and tax policies, including confiscatory taxation (or taxes on foreign investments); and (v) imposition of trade barriers.
Currencies of emerging market countries are subject to significantly greater risks than currencies of developed countries. Some emerging market currencies may not be internationally traded or may be subject to strict controls by local governments, resulting in undervalued or overvalued currencies. Some emerging market countries have experienced balance of payment deficits and shortages in foreign exchange reserves. As a result, some governments have responded by restricting currency conversions. Future restrictive exchange controls could prevent or restrict a companys ability to make dividend or interest payments in the original currency of the obligation (usually U.S. dollars). In addition, even though the currencies of some emerging market countries may be convertible into U.S. dollars, the conversion rates may differ from their actual market values.
Securities of issuers located in countries with developing securities markets pose greater liquidity risks and other risks than securities of issuers located in developed countries and traded in more established markets. Low liquidity in markets may adversely affect a Funds ability to buy and sell securities and cause increased volatility. Developing countries may at various times have less stable political environments than more developed nations. Changes of control may adversely affect the pricing of securities from time to time. Some developing countries may afford only limited opportunities for investing. In certain developing countries, a Fund may be able to invest solely or primarily through ADRs or similar securities and government approved investment vehicles, including closed-end investment companies.
The settlement systems in certain emerging markets, including Asian, South American and Eastern European countries, are less developed than those in more established markets. As a result, there may be a risk that settlement may be delayed and that cash or securities of a Fund may be in jeopardy because of failures or of defects in the systems used. In particular, market practice may require that payment be made prior to receipt of the security which is being purchased or that delivery of a security must be made before
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payment is received. In such cases, default by the executing broker or bank might result in a loss to a Fund investing in emerging market securities.
Governments of many emerging market countries have relied on international capital markets and other forms of foreign credit to finance large public spending programs, which has resulted in significant budget deficits. In certain cases, interest payments have become too overwhelming for these governments to meet, as these payments may represent a large percentage of a countrys total gross domestic product. Accordingly, these foreign obligations have become the subject of political debate and resulted in pressure on governments not to make payments to foreign creditors, but instead to use these funds for social programs. Either due to an inability to pay or submission to political pressure, some governments have been forced to seek a restructuring of their credit obligations, have declared a temporary suspension of interest payments, or have defaulted on their outstanding obligations. These events have adversely affected the values of securities issued by the governments and corporations domiciled in these emerging market countries and have negatively affected not only their costs of borrowing, but also their ability to borrow in the future.
Russian Securities
Recent events in Ukraine and the Russian Federation may have an adverse impact on a Fund. In response to recent political and military actions undertaken by Russia, the United States and European Union have instituted numerous sanctions against certain Russian officials and Russian entities. These sanctions, and other intergovernmental actions that may be undertaken against Russia in the future, may result in the devaluation of Russian currency, a downgrade in the countrys credit rating, and a decline in the value and liquidity of Russian stocks. These sanctions could result in the immediate freeze of Russian securities, including securities in the form of ADRs, impairing the ability of the fund to buy, sell, receive or deliver those securities. Retaliatory action by the Russian government could involve the seizure of U.S. and/or European residents assets and any such actions are likely to impair the value and liquidity of such assets. Any or all of these potential results could push Russias economy into a recession. These sanctions, and the continued disruption of the Russian economy, could have a negative effect on the performance of funds that have significant exposure to Russia, including a Fund.
Equity Securities
Equity securities represent a share of an issuers earnings and assets, after the issuer pays its liabilities. The Funds cannot predict the income they will receive from equity securities because issuers generally have discretion as to the payment of any dividends or distributions. However, equity securities offer greater potential for appreciation than many other types of securities, because their value may increase with the value of the issuers business. The following describes various types of equity securities in which the Funds invest.
Common Stocks
Common stocks are the most prevalent type of equity security. Common stocks receive the issuers earnings after the issuer pays its creditors and any preferred stockholders. As a result, changes in an issuers earnings may influence the value of its common stock.
Preferred Stocks
Preferred stocks have the right to receive specified dividends or distributions before the issuer makes payments on its common stock. In addition, preferred stockholders have priority over common stockholders as to the proceeds from the liquidation of a companys assets, but are subordinate to the claims of all other creditors. Some preferred stocks also participate in dividends and distributions paid on
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common stock. Preferred stocks may also permit the issuer to redeem the stock. A Fund may treat such redeemable preferred stock as a fixed income security.
Warrants and Rights
Warrants give a Fund the option to buy the issuers equity securities at a specified price (the exercise price) at a specified future date (the expiration date). A Fund may buy the designated securities by paying the exercise price before the expiration date. Warrants may become worthless if the price of the stock does not rise above the exercise price by the expiration date. This increases the market risks of warrants as compared to the underlying security.
Rights are the same as warrants, except companies typically issue rights to existing stockholders.
Exchange-Traded Notes
Exchange-traded notes (ETNs) are securities that combine aspects of a bond and an exchange-traded fund (ETF). ETN returns are based upon the performance of a market index or other reference asset less fees, and can be held to maturity as a debt security. ETNs are traded on a securities exchange. Their value is based on their reference index or strategy and the credit quality of the issuer. ETNs are subject to the additional risk that they may trade at a premium or discount to value attributable to their reference index. When a Fund invests in an ETN, shareholders of the Fund bear their proportionate share of the ETNs fees and expenses, as well as their share of the Funds fees and expenses. There may also not be an active trading market available for some ETNs. Additionally, trading of ETNs may be halted or delisted by the listing exchange under certain circumstances.
Fixed Income Securities
Fixed income securities represent a loan to the issuer to be repaid at, or under certain circumstances prior to, the specified maturity date, and obligate the issuer to pay interest at a specified rate during the term of the security. The rate may be a fixed percentage of the principal or adjusted periodically. Fixed income securities provide more regular income than equity securities. However, the returns on fixed income securities are limited and normally do not increase with the issuers earnings. This limits the potential appreciation of fixed income securities as compared to equity securities.
A securitys yield measures the annual income earned on a security as a percentage of its price. A securitys yield will increase or decrease depending upon whether it costs less (a discount) or more (a premium) than the principal amount. If the issuer redeems or calls the security before its scheduled maturity, the price and yield on a discount or premium security may change based upon the probability of an early redemption. Securities with higher risks generally have higher yields.
The following describes various types of fixed income securities in which a Fund may invest.
Treasury Securities
Treasury securities are direct obligations of the U.S. federal government. Treasury securities are generally regarded as having the lowest credit risks.
Agency Securities
Agency securities are issued or guaranteed by a U.S. federal agency or other government sponsored entity (a GSE) acting under federal authority. The U.S. government supports some GSEs with its full faith and credit. Other GSEs receive support through federal subsidies, loans or other benefits. A few GSEs have
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no explicit financial support, but are regarded as having implied support because the federal government sponsors their activities. Agency securities are generally regarded as having low credit risks, but not as low as treasury securities.
Although a GSE guarantee protects against credit risks, it does not reduce the market and prepayment risks of these mortgage-backed securities.
Corporate Debt Securities
Corporate debt securities are fixed income securities issued by businesses. Notes, bonds, debentures and commercial paper are the most prevalent types of corporate debt securities. Certain Funds may also purchase interests in bank loans to companies. The credit risks of corporate debt securities vary widely among issuers.
In addition, the credit risk of an issuers debt security may vary based on its priority for repayment. For example, higher ranking (senior) debt securities have a higher priority than lower ranking (subordinated) securities. This means that the issuer might not make payments on subordinated securities while continuing to make payments on senior securities. In addition, in the event of bankruptcy, holders of senior securities may receive amounts otherwise payable to the holders of subordinated securities. Some subordinated securities, such as trust preferred and capital securities notes, also permit the issuer to defer payments under certain circumstances. For example, insurance companies issue securities known as surplus notes that permit the insurance company to defer any payment that would reduce its capital below regulatory requirements.
Commercial Paper
Commercial paper is an issuers obligation with a maturity of less than nine months. Companies typically issue commercial paper to pay for current expenditures. Most issuers constantly reissue their commercial paper and use the proceeds (or bank loans) to repay maturing paper. If the issuer cannot continue to obtain liquidity in this fashion, its commercial paper may default.
Demand Instruments
Demand instruments are corporate debt securities that the issuer must repay upon demand. Other demand instruments require a third party, such as a dealer or bank, to repurchase the security for its face value upon demand.
Pooled Vehicles
The Funds may invest in debt securities indirectly through pooled products typically organized as trust structures (e.g., TRAINS and TRACERS) and typically sold pursuant to Rule 144A under the Securities Act of 1933, as amended (the 1933 Act). TRAINS, TRACERS and similar products contain a basket of debt securities that are designed to provide broad credit exposure in a single product. The Funds will incur transaction costs associated with such products and may be subject to the credit risk of the sponsoring entity.
Foreign Currency Contracts
Many international securities in which a Fund may invest will be denominated in foreign currencies. A Fund may engage in certain foreign currency transactions, such as forward foreign currency exchange contracts, to guard against fluctuations in currency exchange rates in relation to the U.S. dollar or to the weighting of particular foreign currencies. In addition, a Fund may buy and sell foreign currency futures
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contracts and options on foreign currencies and foreign currency futures. A Fund may use such investments for hedging purposes or as otherwise provided in the Prospectus, including for total return purposes.
A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. By entering into a forward foreign currency exchange contract, a Fund locks in the exchange rate between the currency it will deliver and the currency it will receive for the duration of the contract. As a result, a Fund reduces its exposure to changes in the value of the currency it will deliver and increases its exposure to changes in the value of the currency it will exchange into. Contracts to sell foreign currencies would limit any potential gain which might be realized by a Fund if the value of the hedged currency increases. A Fund may enter into these contracts for the purpose of hedging against foreign exchange risks arising from a Funds investment or anticipated investment in securities denominated in foreign currencies. Such hedging transactions may not be successful and may eliminate any chance for a Fund to benefit from favorable fluctuations in relevant foreign currencies. In the case of a forward foreign currency exchange contract, a Fund will segregate cash or liquid securities at least in an amount equal to its obligations under the contract. Whenever a Fund is required to segregate assets for 1940 Act purposes, notations on the books of the Trusts custodian or fund accounting agent are sufficient to constitute a segregated account. See also Derivative Instruments.
A Fund may also enter into forward foreign currency exchange contracts for purposes of increasing exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. To the extent that it does so, a Fund will be subject to the additional risk that the relative value of currencies will be different than anticipated by the particular Funds investment adviser or subadviser. A Fund may use one currency (or a basket of currencies) to hedge against adverse changes in the value of another currency (or a basket of currencies) when exchange rates between the two currencies are positively correlated. A Fund may also use foreign currency futures contracts and related options on currencies for the same reasons for which forward foreign currency exchange contracts are used.
The use of currency transactions can result in a Fund incurring losses as a result of a number of factors including the imposition of exchange controls, suspension of settlements, or the inability to deliver or receive a specified currency.
For more information about futures contracts in general, see Futures Contracts.
Foreign Securities
Foreign securities may subject a Fund to investment risks that differ in some respects from those related to investments in U.S. domestic issuers. Such risks may include: (i) costs in connection with conversions between various currencies; (ii) limited publicly available information regarding foreign issuers; (iii) lack of uniformity in accounting, auditing and financial standards and requirements; (iv) greater securities market volatility; (v) less liquidity of securities; (vi) less government supervision and regulation of securities markets; (vii) future adverse political and economic developments; (viii) the possible imposition of withholding taxes on interest, dividends or other income; (ix) possible seizure, nationalization, or expropriation of foreign deposits; (x) the possible establishment of exchange controls or taxation at the source; (xi) greater fluctuations in value due to changes in exchange rates; or (xii) the adoption of other foreign governmental restrictions which might adversely affect the payment of principal and interest on such obligations. Such investments may also entail higher custodial fees and sales commissions than domestic investments. Foreign issuers of securities or obligations are often subject to accounting treatment and engage in business practices different from those with respect to domestic issuers of similar securities or obligations. Foreign banks and foreign branches of U.S. banks may be
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subject to less stringent reserve requirements than those applicable to domestic branches of U.S. banks. Government regulation in many of the countries of interest to a Fund may limit the extent of a Funds investment in companies in those countries. Further, it may be more difficult for a Funds agents to keep currently informed about corporate actions that may affect the prices of portfolio securities. Communications between the United States and foreign countries may be less reliable than within the United States, increasing the risk of delayed settlements of portfolio securities. Certain markets may require payment for securities before delivery. A Funds ability and decisions to purchase and sell portfolio securities may be affected by laws or regulations relating to the convertibility of currencies and repatriation of assets. Some countries restrict the extent to which foreigners may invest in their securities markets.
Investments in securities of foreign issuers are frequently denominated in foreign currencies (including the euro and other multinational currency units) and the value of a Funds assets measured in U.S. dollars may be affected favorably or unfavorably by changes in currency rates and in exchange control regulations, and a Fund may incur costs in connection with conversions between various currencies. A Fund may enter into forward foreign currency contracts as a hedge against possible variations in foreign exchange rates or to hedge a specific security transaction or portfolio position. Currently, only a limited market, if any, exists for hedging transactions relating to currencies in emerging markets, including Latin American and Asian markets. This may limit a Funds ability to effectively hedge its investments in such markets if it chose to do so.
Foreign investments involve risks unique to the local political, economic, and regulatory structures in place, as well as the potential for social instability, military unrest, or diplomatic developments that could prove adverse to the interests of U.S. investors. Individual foreign economies can differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments position. In addition, significant external political and economic risks currently affect some foreign countries. For example, both Taiwan and China still claim sovereignty over one another and there is a demilitarized border and hostile relations between North and South Korea. War and terrorism affect many countries, especially those in Africa and the Middle East. Many countries throughout the world are dependent on a healthy U.S. economy and are adversely affected when the U.S. economy weakens or its markets decline. For example, in 2007 and 2008, the meltdown in the U.S. subprime mortgage market quickly spread throughout global credit markets, triggering a liquidity crisis that affected fixed-income and equity markets around the world. European countries can be significantly affected by the tight fiscal and monetary controls that the European Economic and Monetary Union (EMU) imposes for membership. Europes economies are diverse, its governments are decentralized, and its cultures vary widely. In addition, the budget issues faced by several EU countries, including Greece, Ireland, Italy, Spain, and Portugal, may have negative long-term effects for the economies of those countries and other EU countries. There is continued concern about national-level support for the euro and the accompanying coordination of fiscal and wage policy among EMU member countries. Member countries are required to maintain tight control over inflation, public debt, and budget deficit to qualify for membership in the EMU. These requirements can severely limit EMU member countries ability to implement monetary policy to address regional economic conditions.
Governments in certain foreign countries continue to participate to a significant degree, through ownership interest or regulation, in their respective economies. Action by these governments could have a significant effect on market prices of securities and payment of dividends. The economies of many foreign countries are heavily dependent upon international trade and are accordingly affected by protective trade barriers and economic conditions of their trading partners. The enactment by these trading partners of protectionist trade legislation could have a significant adverse effect upon the securities markets of such countries.
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In making investment decisions for a Fund, the investment adviser or subadviser evaluates the risks associated with investing Fund assets in a particular country, including risks stemming from a countrys financial infrastructure and settlement practices; the likelihood of expropriation, nationalization or confiscation of invested assets; prevailing or developing custodial practices in the country; the countrys laws and regulations regarding the safekeeping, maintenance and recovery of invested assets; the likelihood of government-imposed exchange control restrictions which could impair the liquidity of Fund assets maintained with custodians in that country; and risks from political acts of foreign governments. An investment advisers or subadvisers decisions regarding these risks may not be correct or may prove to be unwise and any losses resulting from investing in foreign countries will be borne by the Fund.
Holding Fund assets in foreign countries presents additional risks including, but not limited to, the risks that a particular foreign custodian or depositary will not exercise proper care with respect to Fund assets or will not have the financial strength or adequate practices and procedures to properly safeguard Fund assets. A Fund may be precluded from investing in certain foreign countries until such time as adequate custodial arrangements can be established.
Forward Commitments, When-Issued Securities and Delayed Delivery Transactions
A Fund may purchase or sell securities on a when-issued or delayed-delivery basis and make contracts to purchase or sell securities for a fixed price at a future date beyond customary settlement time. Securities purchased or sold on a when-issued, delayed-delivery or forward commitment basis involve a risk of loss if the value of the security to be purchased declines prior to the settlement date. Although a Fund would generally purchase securities on a when-issued, delayed-delivery or forward commitment basis with the intention of acquiring the securities, a Fund may dispose of such securities prior to settlement if its investment adviser or subadviser deems it appropriate to do so.
A Fund may dispose of or re-negotiate a when-issued or forward commitment after entering into these transactions. A Fund will normally realize a capital gain or loss in connection with these transactions. For purposes of determining a Funds average dollar-weighted maturity, the maturity of when-issued or forward commitment securities will be calculated from the commitment date.
When a Fund purchases securities on a when-issued, delayed-delivery or forward commitment basis, a Fund will segregate cash or liquid securities having a value (determined daily) at least equal to the amount of a Funds purchase commitments. In the case of a forward commitment to sell portfolio securities, a Fund will segregate the portfolio securities while the commitment is outstanding. Whenever a Fund is required to segregate assets for 1940 Act purposes, notations on the books of the Trusts custodian or fund accounting agent are sufficient to constitute a segregated account. See also Derivative Instruments.
These procedures are designed to ensure that a Fund will maintain sufficient assets at all times to cover its obligations under when-issued securities, forward commitments and delayed-delivery transactions.
Futures Contracts
Futures contracts are generally considered to be derivative instruments. Typically, maintaining a futures contract or selling an option thereon requires a Fund to deposit with a financial intermediary as security for its obligations an amount of cash or other specified assets (initial margin) which initially is typically 1% to 10% of the face amount of the contract (but may be higher in some circumstances). Additional cash or assets (variation margin) may be required to be deposited thereafter on a daily basis as the marked to market value of the contract fluctuates.
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At maturity, a futures contract obligates a Fund to take or make delivery of certain securities or the cash value of a securities index. A Fund may sell a futures contract in order to offset a decrease in the market value of its portfolio securities that might otherwise result from a market decline. A Fund may do so either to hedge the value of its portfolio of securities as a whole, or to protect against declines, occurring prior to sales of securities, in the value of the securities to be sold. Conversely, a Fund may purchase a futures contract in anticipation of purchases of securities. In addition, a Fund may utilize futures contracts in anticipation of changes in the composition of its portfolio holdings or to seek exposure to a particular market or asset class in an attempt to achieve its objective.
For federal income tax purposes, some gains derived by a Fund from the use of such instruments will be treated as a combination of short-term and long-term capital gains and, if not offset by realized capital losses incurred by a Fund, will be distributed to shareholders and will be taxable to shareholders as a combination of ordinary income and long-term capital gain.
A Fund may purchase and sell call and put options on futures contracts traded on an exchange or board of trade. When a Fund purchases an option on a futures contract, it has the right to assume a position as a purchaser or seller of a futures contract at a specified exercise price at any time during the option period. When a Fund sells an option on a futures contract, it becomes obligated to purchase or sell a futures contract if the option is exercised. In anticipation of a market advance, a Fund may purchase call options on futures contracts as a substitute for the purchase of futures contracts to hedge against a possible increase in the price of securities that a Fund intends to purchase. Similarly, if the market is expected to decline, a Fund might purchase put options or sell call options on futures contracts rather than sell futures contracts. In connection with a Funds position in a futures contract or option thereon, a Fund will segregate cash or liquid securities or will otherwise cover its position in accordance with applicable requirements of the SEC. Whenever a Fund is required to segregate assets for 1940 Act purposes, notations on the books of the Trusts custodian or fund accounting agent are sufficient to constitute a segregated account. See also Derivative Instruments.
A Fund may enter into a contract for the purchase or sale for future delivery of securities, including index contracts. While futures contracts provide for the delivery of securities, deliveries usually do not occur. Contracts are generally terminated by entering into offsetting transactions.
A Fund may enter into such futures contracts to protect against the adverse effects of fluctuations in security prices or interest rates without actually buying or selling the securities. For example, if interest rates are expected to increase, a Fund might enter into futures contracts for the sale of debt securities. Such a sale would have much the same effect as selling an equivalent value of the debt securities owned by a Fund. If interest rates did increase, the value of the debt securities in the portfolio would decline, but the value of the futures contracts to a Fund would increase at approximately the same rate, thereby keeping the net asset value of a Fund from declining as much as it otherwise would have. Similarly, when it is expected that interest rates may decline, futures contracts may be purchased to hedge in anticipation of subsequent purchases of securities at higher prices. Since the fluctuations in the value of futures contracts should be similar to those of debt securities, a Fund could take advantage of the anticipated rise in value of debt securities without actually buying them until the market had stabilized. At that time, the futures contracts could be liquidated and a Fund could then buy debt securities on the cash market.
A stock index futures contract obligates the seller to deliver (and the purchaser to take) an amount of cash equal to a specific dollar amount times the difference between the value of a specific stock index at the close of the last trading day of the contract and the price at which the agreement was made. Open futures contracts are valued on a daily basis and a Fund may be obligated to provide or receive cash reflecting any decline or increase in the contracts value. No physical delivery of the underlying stocks in the index is made in the future.
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With respect to options on futures contracts, when a Fund is temporarily not fully invested, it may purchase a call option on a futures contract to hedge against a market advance. The purchase of a call option on a futures contract is similar in some respects to the purchase of a call option on an individual security. Depending on the pricing of the option compared to either the price of the futures contract upon which it is based, or the price of the underlying debt securities, it may or may not be less risky than ownership of the futures contract or underlying debt securities. As with the purchase of futures contracts, when a Fund is not fully invested, it may purchase a call option on a futures contract to hedge against a market advance.
The writing of a call option on a futures contract constitutes a partial hedge against the declining price of the security or foreign currency that is deliverable upon exercise of the futures contract. If the futures price at the expiration of the option is below the exercise price, a Fund will retain the full amount of the option premium which provides a partial hedge against any decline that may have occurred in the value of a Funds portfolio holdings. The writing of a put option on a futures contract constitutes a partial hedge against the increasing price of the security or foreign currency, which is deliverable upon exercise of the futures contract. If the futures price at the expiration of the option is higher than the exercise price, a Fund will retain the full amount of the option premium, which provides a partial hedge against any increase in the price of securities that a Fund intends to purchase.
Call and put options on stock index futures are similar to options on securities except that, rather than the right to purchase or sell stock at a specified price, options on a stock index future give the holder the right to receive cash. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writers futures margin account, which represents the amount by which the market price of the futures contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the futures contract. If an option is exercised on the last trading day prior to the expiration date of the option, the settlement will be made entirely in cash equal to the difference between the exercise price of the option and the closing price of the futures contract on the expiration date.
If a put or call option which a Fund has written is exercised, that Fund may incur a loss which will be reduced by the amount of the premium it received. Depending on the degree of correlation between changes in the value of its portfolio securities and changes in the value of its options positions, a Funds losses from existing options on futures may to some extent be reduced or increased by changes in the value of portfolio securities.
To the extent that market prices move in an unexpected direction, a Fund may not achieve the anticipated benefits of futures contracts or options on futures contracts or may realize a loss. For example, if a Fund is hedged against the possibility of an increase in interest rates and interest rates decrease instead, that Fund would lose part or all of the benefit of the increased value, which it has because it would have offsetting losses in its futures position. In addition, in such situations, if a Fund had insufficient cash, it may be required to sell securities from its portfolio to meet daily variation margin requirements. Such sales of securities may, but will not necessarily, be at increased prices which reflect the rising market. A Fund may be required to sell securities at a time when it may be disadvantageous to do so.
Options on securities, futures contracts, options on futures contracts and options on currencies may be traded on foreign exchanges. Such transactions may not be regulated as effectively as similar transactions in the United States, may not involve a clearing mechanism and related guarantees and are subject to the risk of governmental actions affecting trading in or the prices of foreign securities. Some foreign exchanges may be principal markets so that no common clearing facility exists and a trader may look only to the broker for performance of the contract. The value of such positions also could be adversely affected by: (i) other complex foreign political, legal and economic factors; (ii) lesser availability than in
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the United States of data on which to make trading decisions; (iii) delays in the Trusts ability to act upon economic events occurring in foreign markets during non-business hours in the United States.; (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the United States; and (v) lesser trading volume. In addition, unless a Fund hedges against fluctuations in the exchange rate between the U.S. dollar and the currencies in which trading is done on foreign exchanges, any profits that a Fund might realize in trading could be eliminated by adverse changes in the exchange rate, or a Fund could incur losses as a result of those changes.
Further, with respect to options on futures contracts, a Fund may seek to close out an option position by writing or buying an offsetting position covering the same securities or contracts with the same exercise price and expiration date. The ability to establish and close out positions on options will be subject to the maintenance of a liquid secondary market, which cannot be assured.
Illiquid Securities
A Fund may invest up to 15% of its net assets in securities that are illiquid. Securities are generally considered illiquid if they cannot be disposed of within seven days in the ordinary course of business at approximately the price at which a Fund values the security. Illiquid securities will generally include but are not limited to: insurance funding agreements; repurchase agreements and time deposits with notice/termination dates in excess of seven days; unlisted over-the-counter (OTC) options; swap agreements; interest rate caps, floors and collars; and certain securities which are subject to trading restrictions because they are not registered under the 1933 Act. Foreign securities that are restricted as to resale in the U.S., but are freely tradable in their local market, are not considered illiquid.
Investment Company Shares
Investments by a Fund in other investment companies, including closed-end funds and ETFs, will be subject to the limitations of the 1940 Act, the rules and regulations thereunder and in certain circumstances SEC exemptive orders. By investing in securities of an investment company, Fund shareholders will indirectly bear the fees and expenses of that investment company in addition to a Funds own fees and expenses. The Funds may rely on SEC orders that permit them to invest in certain investment companies beyond the limits contained in the 1940 Act, subject to certain terms and conditions of those orders. Pursuant to SEC rules, the Funds may invest in shares of affiliated and unaffiliated money market funds.
Money Market Instruments
Money market instruments include but are not limited to the following: short-term corporate obligations, Certificates of Deposit (CDs), Eurodollar Certificates of Deposit (Euro CDs), Yankee Certificates of Deposit (Yankee CDs), foreign bankers acceptances, foreign commercial paper, letter of credit-backed commercial paper, time deposits, loan participations (LPs), variable- and floating-rate instruments, separately traded interest and principal securities (STRIPS) and master demand notes. Bank obligations may include bankers acceptances, negotiable certificates of deposit and non-negotiable time deposits earning a specified return, issued for a definite period of time by a U.S. bank that is a member of the Federal Reserve System or is insured by the Federal Deposit Insurance Corporation (FDIC), or by a savings and loan association or savings bank that is insured by the FDIC. Bank obligations also include U.S. dollar-denominated obligations of foreign branches of U.S. banks or of U.S. branches of foreign banks, all of the same type as domestic bank obligations. Investments in bank obligations are limited to the obligations of financial institutions having more than $1 billion in total assets at the time of purchase.
Domestic and foreign banks are subject to extensive but different government regulations, which may limit the amount and types of their loans and the interest rates that may be charged. In addition, the
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profitability of the banking industry is largely dependent upon the availability and cost of funds to finance lending operations and the quality of underlying bank assets.
Investments in obligations of foreign branches of U.S. banks and of U.S. branches of foreign banks may subject a Fund to additional investment risks, including future political and economic developments, possible imposition of withholding taxes on interest income, possible seizure or nationalization of foreign deposits, possible establishment of exchange controls or the adoption of other foreign governmental restrictions which might adversely affect the payment of principal and interest on such obligations. In addition, foreign branches of U.S. banks and U.S. branches of foreign banks may be subject to less stringent reserve requirements and to different accounting, auditing, reporting and record keeping standards than those applicable to domestic branches of U.S. banks. Investments in the obligations of U.S. branches of foreign banks or foreign branches of U.S. banks will be made only when the investment adviser or subadviser believes that the credit risk with respect to the investment is minimal.
Euro CDs, Yankee CDs and foreign bankers acceptances involve risks that are different from investments in securities of U.S. banks. The major risk, which is sometimes referred to as sovereign risk, pertains to possible future unfavorable political and economic developments, possible withholding taxes, seizures of foreign deposits, currency controls, interest limitations or other governmental restrictions which might affect payment of principal or interest. Investment in foreign commercial paper also involves risks that are different from investments in securities of commercial paper issued by U.S. companies. Non-U.S. securities markets generally are not as developed or efficient as those in the United States. Such securities may be less liquid and more volatile than securities of comparable U.S. corporations. Non-U.S. issuers are not generally subject to uniform accounting and financial reporting standards, practices and requirements comparable to those applicable to U.S. issuers. In addition, there may be less public information available about foreign banks, their branches and other issuers.
Time deposits usually trade at a premium over Treasuries of the same maturity. Investors regard such deposits as carrying some credit risk, which Treasuries may not. Also, investors regard time deposits as being sufficiently less liquid than Treasuries; hence, investors demand some extra yield for buying time deposits rather than Treasuries.
Commercial paper may include variable- and floating-rate instruments, which are unsecured instruments that permit the interest on indebtedness thereunder to vary. Variable-rate instruments provide for periodic adjustments in the interest rate. Floating-rate instruments provide for automatic adjustment of the interest rate whenever some other specified interest rate changes. Some variable- and floating-rate obligations are direct lending arrangements between the purchaser and the issuer and there may be no active secondary market. However, in the case of variable- and floating-rate obligations with the demand feature, a Fund may demand payment of principal and accrued interest at a time specified in the instrument or may resell the instrument to a third party. In the event an issuer of a variable- or floating-rate obligation defaulted on its payment obligation, a Fund might be unable to dispose of the note because of the absence of a secondary market and could, for this or other reasons, suffer a loss to the extent of the default. Substantial holdings of variable- and floating-rate instruments could reduce portfolio liquidity.
Mortgage-Backed Securities and Mortgage Pass-Through Securities
Ginnie Mae (formally known as the Government National Mortgage Association) is a government-owned corporation that is an agency of the U.S. Department of Housing and Urban Development. The timely payment of principal and interest on mortgage-backed securities issued or guaranteed by Ginnie Mae is backed by Ginnie Mae and the full faith and credit of the U.S. government, Fannie Mae (formally known as the Federal National Mortgage Association) and Freddie Mac (formally known as the Federal Home Loan Mortgage Corporation) were government-sponsored corporations owned entirely by private stockholders until 2008. Both issue mortgage-related securities that contain guarantees as to timely
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payment of interest and principal but that are not backed by the full faith and credit of the U.S. government. Securities issued by Ginnie Mae and other mortgage-backed securities may be purchased at a premium over the maturity value of the underlying mortgages. This premium is not guaranteed and would be lost if prepayment occurs. Mortgage-backed securities issued by U.S. government agencies or instrumentalities other than Ginnie Mae are not full faith and credit obligations. Certain obligations, such as those issued by the Federal Home Loan Banks, Fannie Mae and Freddie Mac, are supported only by the credit of the issuer. Unscheduled or early payments on the underlying mortgages may shorten the securities effective maturities and reduce returns. A Fund may agree to purchase or sell these securities with payment and delivery taking place at a future date.
In September 2008, the U.S. Treasury announced that Fannie Mae and Freddie Mac had been placed in conservatorship by the Federal Housing Finance Agency (FHFA), an independent regulator created under the Federal Housing Finance Regulatory Reform Act of 2008 (the Reform Act). Fannie Mae and Freddie Mac continue to rely on the support of the U.S. Treasury and FHFA to continue operations, and it is not known when the conservatorships will be terminated or what changes will be made to their operations following the conservatorships.
FHFA, as conservator or receiver for Fannie Mae and Freddie Mac, has the power to repudiate any contract entered into by Fannie Mae or Freddie Mac prior to FHFAs appointment as conservator or receiver, as applicable, if FHFA determines, in its sole discretion, that performance of the contract is burdensome and that repudiation of the contract promotes the orderly administration of Fannie Maes or Freddie Macs affairs. The Reform Act requires FHFA to exercise its right to repudiate any contract within a reasonable period of time after its appointment as conservator or receiver. Such a repudiation may result in a reduction in interest payments made to holders of Fannie Mae or Freddie Mac securities.
In addition, under the Reform Act, certain rights provided to holders of mortgage-backed securities issued by Fannie Mae and Freddie Mac under the operative documents related to such securities may not be enforced against FHFA, or enforcement of such rights may be delayed, during the conservatorship or any future receivership. For example, the operative documents for Fannie Mae and Freddie Mac mortgage-backed securities may provide that an event of default on the part of Fannie Mae or Freddie Mac includes the appointment of a conservator or receiver. However, under the Reform Act, holders of such securities may not enforce their rights if the event of default arises solely because a conservator or receiver has been appointed. The Reform Act also provides that no person may exercise any right or power to terminate, accelerate or declare an event of default under certain contracts to which Fannie Mae or Freddie Mac is a party, or obtain possession of or exercise control over any property of Fannie Mae or Freddie Mac, or affect any contractual rights of Fannie Mae or Freddie Mac, without the approval of FHFA, as conservator or receiver, for a period of 45 or 90 days following the appointment of FHFA as conservator or receiver, respectively.
Other mortgage-backed securities are issued by private issuers, generally originators of and investors in mortgage loans, including savings associations, mortgage bankers, commercial banks, investment bankers and special purpose entities. These private label securities may be supported by U.S. government mortgage-backed securities or some form of non-government credit enhancement. Mortgage-backed securities have either fixed or adjustable interest rates. The rate of return on mortgage-backed securities may be affected by prepayments of principal on the underlying loans, which generally increase as interest rates decline. As a result, when interest rates decline, holders of these securities normally do not benefit from appreciation in market value to the same extent as holders of other non-callable debt securities. In addition, like other debt securities, the values of mortgage-related securities, including government and government-related mortgage pools, generally will fluctuate in response to market interest rates.
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The market value and yield of these mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of underlying mortgages. These securities represent ownership in a pool of federally insured mortgage loans with a maximum maturity of 30 years. A decline in interest rates may lead to a faster rate of repayment of the underlying mortgages, and may expose a Fund to a lower rate of return upon reinvestment. To the extent that such mortgage-backed securities are held by a Fund, the prepayment right will tend to limit to some degree the increase in net asset value of the Fund because the value of the mortgage-backed securities held by the Fund may not appreciate as rapidly as the price of non-callable debt securities. Mortgage-backed securities are subject to the risk of prepayment and the risk that the underlying loans will not be repaid. Because principal may be prepaid at any time, mortgage-backed securities may involve significantly greater price and yield volatility than traditional debt securities. At times, a Fund may invest in securities that pay higher than market interest rates by paying a premium above the securities par value. Prepayments of these securities may cause losses on securities purchased at a premium. Unscheduled payments, which are made at par value, will cause a Fund to experience a loss equal to any unamortized premium.
When interest rates rise, mortgage prepayment rates tend to decline, thus lengthening the life of a mortgage-related security and increasing the price volatility of that security, affecting the price volatility of a Funds shares. The negative effect of interest rate increases on the market-value of mortgage backed securities is usually more pronounced than it is for other types of fixed-income securities potentially increasing the volatility of a Fund.
Interests in pools of mortgage-backed securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment which consists of both interest and principal payments. In effect, these payments are a pass-through of the monthly payments made by the individual borrowers on their mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs which may be incurred. Some mortgage-related securities (such as securities issued by Ginnie Mae) are described as modified pass-throughs. These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment.
Certain Funds may also invest in pass-through certificates issued by non-governmental issuers. Pools of conventional residential mortgage loans created by such issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government guarantees of payment. Timely payment of interest and principal of these pools is, however, generally supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance. The insurance and guarantees are issued by government entities, private insurance and the mortgage poolers. A Fund may buy mortgage-related securities with or without insurance or guarantees if through an examination of the loan experience and practices of the poolers, an investment adviser or subadviser determines that the securities meet the Funds investment objectives and policies. The markets for certain mortgage-backed securities, particularly private label (non-governmental) securities, may be very thin. A Funds ability to dispose of its positions in such securities will depend upon the degree of liquidity in the market for such securities. It is impossible to predict the degree of liquidity of such securities in the future.
Multiple Class Mortgage-Backed Securities A Fund may invest in multiple class mortgage-backed securities including collateralized mortgage obligations (CMOs) and real estate mortgage investment conduits (REMIC Certificates). CMOs and REMIC Certificates are debt instruments, and these securities may be issued by U.S. government agencies and instrumentalities such as Fannie Mae or
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Freddie Mac or by trusts formed by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage bankers, commercial banks, insurance companies, investment banks and special purpose subsidiaries of the foregoing. In general, CMOs are debt obligations of a legal entity that are collateralized by a pool of mortgage loans or mortgage-backed securities the payments on which are used to make payments on the CMOs or multiple class mortgage-backed securities. REMIC Certificates represent beneficial ownership interests in a REMIC trust, generally consisting of mortgage loans or Fannie Mae, Freddie Mac or Ginnie Mae guaranteed mortgage-backed securities. To the extent that a CMO or REMIC Certificate is collateralized by Ginnie Mae guaranteed mortgage-backed securities, holders of the CMO or REMIC Certificate receive all interest and principal payments owed on the mortgage pool, net of certain fees, regardless of whether the mortgagor actually makes the payments, as a result of the Ginne Mae guaranty, which is backed by the full faith and credit of the U.S. government. The obligations of Fannie Mae or Freddie Mac under their respective guaranty of the REMIC Certificates are obligations solely of Fannie Mae or Freddie Mac, respectively.
The principal of and interest on the mortgage-backed securities may be allocated among the several classes, also referred to as tranches in various ways. Each tranche of a mortgage-backed security is issued at a specified coupon rate or adjustable rate and has a stated maturity or final distribution date. Principal prepayments on collateral underlying a mortgage-backed security may cause it to be retired substantially earlier than the stated maturities or final distribution dates. Interest is paid or accrued on all classes on a monthly, quarterly or semi-annual basis. In certain structures (known as sequential pay CMOs or REMIC Certificates), payments of principal, including any principal prepayments, on the mortgage-backed securities generally are applied to the classes of CMOs or REMIC Certificates in the order of their respective final distribution dates. Thus, no payment of principal will be made on any class of sequential pay CMOs or REMIC Certificates until all other classes having an earlier final distribution date have been paid in full. Additional structures of CMOs and REMIC Certificates include, among others, parallel pay CMOs and REMIC Certificates. Parallel pay CMOs or REMIC Certificates are those which are structured to apply principal payments and prepayments of the mortgage-backed securities to two or more classes concurrently on a proportionate or disproportionate basis. These simultaneous payments are taken into account in calculating the final distribution date of each class.
A wide variety of REMIC Certificates may be issued in parallel pay or sequential pay structures. These securities include accrual certificates (Z Bonds), which only accrue interest at a specified rate until all other certificates having an earlier final distribution date have been retired and are converted thereafter to an interest-paying security, and planned amortization class (PAC) certificates, which are parallel pay REMIC Certificates that generally require that specified amounts of principal be applied on each payment date to one or more classes of REMIC Certificates (PAC Certificates), even though all other principal payments and prepayments of the mortgage-backed securities are then required to be applied to one or more other classes of the PAC Certificates. The scheduled principal payments for the PAC Certificates generally have the highest priority on each payment date after interest due has been paid to all classes entitled to receive interest currently. Shortfalls, if any, are added to the amount payable on the next payment date. The PAC Certificate payment schedule is taken into account in calculating the final distribution date of each class of PAC. In order to create PAC tranches, one or more tranches generally must be created that absorb most of the volatility in the underlying mortgage-backed securities. These tranches tend to have market prices and yields that are much more volatile than other PAC classes.
One or more tranches of a CMO or a REMIC Certificate (collectively, floating-rate CMOs) may have coupon rates which reset periodically at a specified increment over an index such as the London Interbank Offered Rate (LIBOR). These floating-rate CMOs may be backed by fixed-rate or adjustable-rate mortgages. Floating-rate CMOs are typically issued with lifetime caps on the coupon rate. These caps, similar to the caps on adjustable-rate mortgages, represent a ceiling beyond which the coupon rate on a floating-rate CMO may not be increased regardless of increases in the interest rate index to which the
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floating-rate CMO is geared. The structure and performance of floating-rate tranches will vary widely as interest rates change.
Resets The interest rates paid on the floating-rate CMOs in which a Fund may invest generally are readjusted at intervals of one year or less to an increment over some predetermined interest rate index. There are three main categories of indices: those based on U.S. Treasury securities, those derived from a calculated measure such as a cost of funds index or a moving average of mortgage rates. Commonly utilized indices include: the one-year, three-year and five-year constant maturity Treasury rates, the three-month Treasury bill rate, the six-month Treasury bill rate, rates on longer-term Treasury securities, the 11 th District Federal Home Loan Bank Cost of Funds Index, the National Monthly Median Cost of Funds, the one-, three- or six-month or one-year LIBOR, the prime rate of a specific bank or commercial paper rates. Some indices, such as the one-year constant maturity Treasury rate, closely mirror changes in market interest rate levels. Others, such as the 11 th District Federal Home Loan Bank Cost of Funds Index, tend to lag behind changes in market rate levels and tend to be somewhat less volatile.
Caps and Floors The underlying mortgages which collateralize the floating-rate CMOs in which a Fund may invest will frequently have caps and floors which limit the maximum amount by which the loan rate to the residential borrower may change up or down (1) per reset or adjustment interval and (2) over the life of the loan. Some residential mortgage loans restrict periodic adjustments by limiting changes in the borrowers monthly principal and interest payments rather than limiting interest rate changes. These payment caps may result in negative amortization.
CMOs and REMIC Certificates are subject to credit risk, interest rate risk and liquidity risk. Generally, CMOs and REMIC Certificates issued by U.S. government agencies and instrumentalities have lower credit risk than private label CMOs and REMIC Certificates because the underlying mortgages are either guaranteed by the U.S. government or carry an implicit guarantee of a government-sponsored enterprise. Private label CMOs and REMIC Certificates may carry higher credit risk, depending on the underlying collateral. The degree of credit risk will be reflected in the credit rating of the security. Yields on private label CMOs and REMIC Certificates historically have been higher than the yields on CMOs and REMIC Certificates issued or guaranteed by U.S. government agencies. However, the risk of loss due to default on such instruments is higher since they are not guaranteed by the U.S. government. The Funds will not invest in subordinated privately issued CMOs and REMIC Certificates. CMOs and REMIC Certificates have a high degree of interest rate risk. The value of a CMO and a REMIC Certificate will fluctuate more widely in response to interest rate changes than a standard debt security.
Liquidity risk is the risk that the investor will be unable to find a buyer interested in purchasing the security or willing to pay the desired price for the security. If a Fund has to sell the security before maturity, some of the principal could be lost. The markets for CMOs and REMIC Certificates, particularly private label CMOs and REMIC Certificates, at times may be very thin. A Funds ability to dispose of its positions in such securities will depend upon the degree of liquidity in the market for such securities. It is impossible to predict the degree of liquidity of such securities in the future.
The prices of certain CMOs and REMIC Certificates, depending on their structure and the rate of prepayments, may be volatile. Some CMOs may also not be as liquid as other securities. In addition, the value of a CMO or REMIC Certificate, including those collateralized by mortgage-backed securities issued or guaranteed by U.S. government agencies or instrumentalities, may be affected by other factors, such as the availability of information concerning the pool and its structure, the creditworthiness of the servicing agent for the pool, the originator of the underlying assets, or the entities providing credit enhancement. The value of these securities also can depend on the ability of their servicers to service the underlying collateral and is, therefore, subject to risks associated with servicers performance, including
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mishandling of documentation. A Fund is permitted to invest in other types of mortgage-backed securities that may be available in the future to the extent consistent with its investment policies and objective.
Stripped Mortgage Securities Stripped Mortgage Securities may be issued by Federal agencies, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. Stripped Mortgage Securities not issued by Federal agencies will be treated by the Funds as illiquid securities so long as the staff of the Securities and Exchange Commission maintains its position that such securities are illiquid. Stripped Mortgage Securities issued by Federal agencies generally will be treated by the Funds as liquid securities under procedures adopted by the Funds and approved by the Board.
Stripped Mortgage Securities usually are structured with two classes that receive different proportions of the interest and principal distribution of a pool of mortgage assets. A common type of Stripped Mortgage Security will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the interest-only or IO class), while the other class will receive all of the principal (the principal-only or PO class). PO classes generate income through the accretion of the deep discount at which such securities are purchased, and, while PO classes do not receive periodic payments of interest, they receive monthly payments associated with scheduled amortization and principal prepayment from the mortgage assets underlying the PO class. The yield to maturity on a PO or an IO class security is extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets. A slower than expected rate of principal payments may have an adverse effect on a PO class securitys yield to maturity. If the underlying mortgage assets experience slower than anticipated principal repayment, the Fund may fail to fully recoup its initial investment in these securities. Conversely, a rapid rate of principal payments may have a material adverse effect on an IO class securitys yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the Fund may fail to fully recoup its initial investment in these securities even if the securities are rated in the highest rating categories (Aaa by Moodys or AAA by S&P). Stripped mortgage securities have greater market volatility than other types of mortgage securities in which a Fund invests.
A Fund may purchase Stripped Mortgage Securities for income, or for hedging purposes to protect the Funds portfolio against interest rate fluctuations. For example, since an IO class will tend to increase in value as interest rates rise, it may be utilized to hedge against a decrease in value of other fixed-income securities in a rising interest rate environment.
Exposure to Sub-Prime Lending Market A Fund may invest in mortgage-backed, asset-backed and other fixed-income securities whose values are dependent on the performance of sub-prime loans, including sub-prime mortgage loans. Sub-prime loans are made to borrowers with low credit ratings or other factors that increase the risk of default and who may not qualify for conventional loans. As such, these loans typically bear higher interest rates than comparable conventional loans and are subject to higher rates of default. Securities whose values are based on the performance of these loans may be subject to lower liquidity, higher volatility and higher default risk.
Other Mortgage-Backed Securities The investment adviser or subadviser anticipates that governmental, government-related or private entities may create mortgage loan pools and other mortgage-related securities offering mortgage pass-through and mortgage-collateralized investments in addition to those described above. The mortgages underlying these securities may include alternative mortgage instruments, that is, mortgage instruments whose principal or interest payments may vary or whose terms to maturity may differ from customary long-term fixed-rate mortgages. As new types of mortgage-related securities are developed and offered to investors, the investment adviser or subadviser will, consistent
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with a Funds investment objective and policies, consider making investments in such new types of mortgage-related securities.
General Risks of Mortgage Securities Mortgage securities differ from conventional bonds in that principal is paid back over the life of the mortgage security rather than at maturity. As a result, the holder of the mortgage securities (i.e., the Fund) receives monthly scheduled payments of principal and interest and may receive unscheduled principal payments representing payments on the underlying mortgages. When the holder reinvests the payments and any unscheduled prepayments of principal it receives, it may receive a rate of interest that is lower than the rate on the existing mortgage securities. For this reason, mortgage securities may be less effective than other types of securities as a means of locking in long-term interest rates.
A decline in interest rates may lead to a faster rate of repayment of the underlying mortgages and expose a Fund to a lower rate of return upon reinvestment. To the extent that such mortgage-backed securities are held by a Fund, the prepayment right of mortgagors may decrease or limit the increase in net asset value of the Fund because the value of the mortgage-backed securities held by the Fund may decline more than or may not appreciate as much as the price of non-callable debt securities. To the extent market interest rates increase beyond the applicable cap or maximum rate on a mortgage security, the market value of the mortgage security would likely decline to the same extent as a conventional fixed-rate security. The volatility of the security would likely increase, however, because the expected decline in prepayments would lead to longer effective maturity of the underlying mortgages. An investment in mortgage securities is also subject to extension risk, which is the risk that interest rates will rise and prepayment speeds will slow, and the Fund will be left holding the security longer than expected and miss out on opportunities to earn higher rates in the new interest rate environment.
In addition, to the extent mortgage securities are purchased at a premium, mortgage foreclosures and unscheduled principal prepayments may result in some loss of the holders principal investment to the extent of the premium paid. On the other hand, if mortgage securities are purchased at a discount, both a scheduled payment of principal and an unscheduled prepayment of principal will increase current and total returns and, in the case of an unscheduled payment of principal, will accelerate the recognition of income which when distributed to shareholders will be taxable as ordinary income for federal income tax purposes.
With respect to pass-through mortgage pools issued by non-governmental issuers, there can be no assurance that the private insurers associated with such securities can meet their obligations under the policies. Securities issued by certain private organizations may not be readily marketable. The purchase of such securities is subject to each Funds limit with respect to investment in illiquid securities.
Municipal Securities
Municipal securities consist of (i) debt obligations issued by or on behalf of public authorities to obtain funds to be used for various public facilities, for refunding outstanding obligations, for general operating expenses, and for lending such funds to other public institutions and facilities, and (ii) certain private activity and industrial development bonds issued by or on behalf of public authorities to obtain funds to provide for the construction, equipment, repair, or improvement of privately operated facilities. General obligation bonds are backed by the taxing power of the issuing municipality. Revenue bonds are backed by the revenues of a project or facility; tolls from a toll bridge for example. The payment of principal and interest on private activity and industrial development bonds generally is dependent solely on the ability of the facilitys user to meet its financial obligations and the pledge, if any, of real and personal property so financed as security for such payment.
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Municipal securities include both municipal notes and municipal bonds. Municipal notes include general obligation notes, tax anticipation notes, revenue anticipation notes, bond anticipation notes, certificates of indebtedness, demand notes and construction loan notes. Municipal bonds include general obligation bonds, revenue or special obligation bonds, private activity and industrial development bonds.
A Funds investments in municipal securities is limited to those obligations that are sufficiently liquid that they can be sold at or near their carrying value within a reasonably short period of time and either (i) are subject to no greater than moderate credit risk; or (ii) if the issuer of the municipal securities, or the entity supplying the revenues or other payments from which the issue is to be paid, has been in continuous operation for less than three years, including the operation of any predecessors, the securities are subject to a minimal or low amount of credit risk.
The municipal securities in which a Fund may invest include both tax-exempt and taxable securities. The interest paid on most municipal obligations is generally exempt from federal income tax for most investors. However, certain municipal obligations do not qualify for federal tax-exempt status because (i) they did not receive necessary authorization for tax-exempt treatment from state or local government authorities; (ii) they exceed certain regulatory limitations on the cost of issuance for tax-exempt financing; or (iii) they finance public or private activities that do not qualify for the federal income tax exemption. These non-qualifying activities might include, for example, certain types of multi-family housing, certain professional and local sports facilities, refinancing of certain municipal debt, and borrowing to replenish a municipalitys underfunded pension plan.
If permitted by a Funds investment policies, the investment adviser or subadviser, as applicable, may purchase industrial development and pollution control bonds. These bonds are issued by or on behalf of public authorities to raise money to finance various privately-operated facilities for business and manufacturing, housing, sports, and pollution control. These bonds are also used to finance public facilities such as airports, mass transit systems, ports and parking facilities. The payment of the principal and interest on such bonds is dependent solely on the ability of the facilitys user to meet its financial obligations and the pledge, if any, of real and personal property so financed as security for such payment.
Options
A call option enables the purchaser, in return for the premium paid, to purchase securities from the writer of the option at an agreed price up to an agreed date. The advantage is that the purchaser may hedge against an increase in the price of securities it ultimately wishes to buy or may take advantage of a rise in a particular index. Except as otherwise provided in the Prospectus or in this SAI, a Fund will only purchase call options to the extent that the premiums paid on all outstanding call options do not exceed 20% of such Funds total assets. A Fund will only sell or write call options on a covered basis (e.g., on securities it holds in its portfolio). A put option enables the purchaser of the option, in return for the premium paid, to sell the security underlying the option to the writer at the exercise price during the option period. The writer of the option has the obligation to purchase the security from the purchaser of the option. The advantage is that the purchaser can be protected should the market value of the security decline or should a particular index decline. Except as otherwise provided in the Funds Prospectus or in this SAI, a Fund will only purchase put options to the extent that the premiums on all outstanding put options do not exceed 20% of that Funds total assets. A Fund will only write put options on a secured basis. Cash or other collateral will be segregated by a Fund for such options. Whenever a Fund is required to segregate assets for 1940 Act purposes, notations on the books of the Trusts custodian or fund accounting agent are sufficient to constitute a segregated account. A Fund will receive premium income from writing put options, although it may be required, when the put is exercised, to purchase securities at higher prices than the current market price. At the time of purchase, a Fund will receive premium income from writing call options, which may offset the cost of purchasing put options and may
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also contribute to that Funds total return. A Fund may lose potential market appreciation if the judgment of its investment adviser or subadviser is incorrect with respect to interest rates, security prices or the movement of indices. See also Derivative Instruments.
An option on a securities index gives the purchaser of the option, in return for the premium paid, the right to receive cash from the seller equal to the difference between the closing price of the index and the exercise price of the option.
Closing transactions essentially let a Fund offset put options or call options prior to exercise or expiration. If a Fund cannot effect a closing transaction, it may have to hold a security it would otherwise sell, or deliver a security it might want to hold.
A Fund may use exchange-traded options, and as permitted by law, options traded OTC. It is the position of the SEC that OTC options are illiquid. Accordingly, a Fund will invest in such options only to the extent consistent with its 15% limit on investments in illiquid securities.
Options are generally considered to be derivative securities. Options may relate to particular securities, stock indices or financial instruments, they may or may not be listed on a national securities exchange and they may or may not be issued by the Options Clearing Corporation. Options trading is a highly specialized activity which entails greater than ordinary investment risk. Options on particular securities may be more volatile than the underlying securities, and on a percentage basis, an investment in options may be subject to greater fluctuation than an investment in the underlying securities themselves.
A Fund will write call options only if they are covered. In the case of a call option on a security, the option is covered if a Fund owns the security underlying the call or has an absolute and immediate right to acquire that security without additional cash consideration (or, if additional cash consideration is required, cash or liquid securities in such amount will be segregated by the Fund) upon conversion or exchange of other securities held by it. For a call option on an index, the option is covered if a Fund maintains with its custodian a diversified stock portfolio or liquid assets equal to the contract value.
A call option is also covered if a Fund holds a call on the same security or index as the call written where the exercise price of the call held is (i) equal to or less than the exercise price of the call written or (ii) greater than the exercise price of the call written provided the difference is maintained by the Fund in cash or liquid securities in a segregated account with its custodian or fund accounting agent. A Fund will write put options only if they are secured by liquid assets maintained in a segregated account by the Trusts custodian or fund accounting agent in an amount not less than the exercise price of the option at all times during the option period. Whenever a Fund is required to segregate assets for 1940 Act purposes, notations on the books of the Trusts custodian or fund accounting agent are sufficient to constitute a segregated account. See also Derivative Instruments. A Funds obligation to sell a security subject to a covered call option written by it, or to purchase a security subject to a secured put option written by it, may be terminated prior to the expiration date of the option by the Funds execution of a closing purchase transaction, which is effected by purchasing on an exchange an option of the same series as the previously written option. Such a purchase does not result in the ownership of an option. A closing purchase transaction will ordinarily be effected to realize a profit on an outstanding option, to prevent an underlying security from being called, to permit the sale of the underlying security or to permit the writing of a new option containing different terms on such underlying security. The cost of such a liquidation purchase plus transaction costs may be greater than the premium received upon the original option, in which event a Fund will have incurred a loss in the transaction.
There is no assurance that a liquid secondary market will exist for any particular option. An option writer, unable to effect a closing purchase transaction, will not be able to sell the underlying security (in the case of a covered call option) or liquidate the segregated securities (in the case of a secured put
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option) until the option expires or the optioned security is delivered upon exercise with the result that the writer in such circumstances will be subject to the risk of market decline or appreciation in the security during such period.
Purchasing Call Options Except as otherwise provided in the Funds Prospectus or in this SAI, each Fund may purchase call options only to the extent that premiums paid by a Fund do not aggregate more than 20% of that Funds total assets. When a Fund purchases a call option in return for a premium paid by the Fund to the writer of the option, that Fund obtains the right to buy the security underlying the option at a specified exercise price at any time during the term of the option. The writer of the call option, who receives the premium upon writing the option, has the obligation, upon exercise of the option, to deliver the underlying security against payment of the exercise price. The advantage of purchasing call options is that a Fund may alter portfolio characteristics and modify portfolio maturities without incurring the cost associated with transactions, except the cost of the option.
Following the purchase of a call option, a Fund may liquidate its position by effecting a closing sale transaction by selling an option of the same series as the option previously purchased. A Fund will realize a profit from a closing sale transaction if the price received on the transaction is more than the premium paid to purchase the original call option; a Fund will realize a loss from a closing sale transaction if the price received on the transaction is less than the premium paid to purchase the original call option.
Although a Fund will generally purchase only those call options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange will exist for any particular option, or at any particular time, and for some options no secondary market on an exchange may exist. In such event, it may not be possible to effect closing transactions in particular options, with the result that a Fund would have to exercise its options in order to realize any profit and would incur brokerage commissions upon the exercise of such options and upon the subsequent disposition of the underlying securities acquired through the exercise of such options. Further, unless the price of the underlying security changes sufficiently, a call option purchased by a Fund may expire without any value to the Fund, in which event the Fund would realize a capital loss which will be short-term unless the option was held for more than one year.
Covered Call Writing A Fund may write covered call options from time to time on such portions of their portfolios, without limit, as an investment adviser or subadviser determines is appropriate in pursuing the Funds investment objective. The advantage to a Fund of writing covered calls is that the Fund receives a premium that may provide additional income. However, if the security rises in value, the Fund may not fully participate in the market appreciation.
During the option period, a covered call option writer may be assigned an exercise notice by the broker-dealer, through whom such call option was sold, requiring the writer to deliver the underlying security against payment of the exercise price. This obligation is terminated upon the expiration of the option or upon entering a closing purchase transaction. A closing purchase transaction, in which a Fund, as writer of an option, terminates its obligation by purchasing an option of the same series as the option previously written, cannot be effected with respect to an option once the option writer has received an exercise notice for such option.
Closing purchase transactions will ordinarily be effected to realize a profit on an outstanding call option, to prevent an underlying security from being called, to permit the sale of the underlying security or to enable a Fund to write another call option on the underlying security with either a different exercise price or expiration date or both. A Fund may realize a net gain or loss from a closing purchase transaction depending upon whether the net amount of the original premium received on the call option is more or less than the cost of effecting the closing purchase transaction. Any loss incurred in a closing purchase
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transaction may be partially or entirely offset by the premium received from a sale of a different call option on the same underlying security. Such a loss may also be wholly or partially offset by unrealized appreciation in the market value of the underlying security. Conversely, a gain resulting from a closing purchase transaction could be offset in whole or in part by a decline in the market value of the underlying security.
If a call option expires unexercised, a Fund will realize a short-term capital gain in the amount of the premium on the option less the commission paid. Such a gain, however, may be offset by depreciation in the market value of the underlying security during the option period if such security is sold or there is another recognition event. If a call option is exercised, a Fund will realize a gain or loss from the sale of the underlying security equal to the difference between the cost of the underlying security and the proceeds of the sale of the security plus the amount of the premium on the option less the commission paid.
A Fund will write call options only on a covered basis, which means that a Fund will own the underlying security subject to a call option at all times during the option period. Unless a closing purchase transaction is effected, a Fund would be required to continue to hold a security which it might otherwise wish to sell, or deliver a security it would want to hold. The exercise price of a call option may be below, equal to, or above the current market value of the underlying security at the time the option is written.
Purchasing Put Options Except as otherwise provided in the Funds Prospectus or in this SAI, a Fund will purchase put options only to the extent that the premiums on all outstanding put options do not exceed 20% of the Funds total assets. Except as otherwise provided in the Funds Prospectus or in this SAI, with regard to the writing of put options, each Fund will limit the aggregate value of the obligations underlying such put options to 50% of its total assets. The purchase of the put option on substantially identical securities held by a Fund will constitute a short sale for federal income tax purposes, which may result in a short-term capital gain on the sale of the security if such substantially identical securities were held by that Fund for not more than one year as of the date of the short sale or were acquired by that Fund after the short sale and on or before the closing date of the short sale.
A put option purchased by a Fund gives it the right to sell one of its securities for an agreed price up to an agreed date. A Fund may purchase put options in order to protect against a decline in the market value of the underlying security below the exercise price less the premium paid for the option (protective puts). The ability to purchase put options allows a Fund to protect unrealized gains in an appreciated security in their portfolios without actually selling the security. If the security does not drop in value, a Fund will lose the value of the premium paid. A Fund may sell a put option which it has previously purchased prior to the sale of the securities underlying such option. Such sale will result in a net gain or loss depending on whether the amount received on the sale is more or less than the premium and other transaction costs paid on the put option.
A Fund may sell a put option purchased on individual portfolio securities. Additionally, a Fund may enter into closing sale transactions. A closing sale transaction is one in which a Fund, when it is the holder of an outstanding option, liquidates its position by selling an option of the same series as the option previously purchased.
Writing Put Options A Fund may also write put options on a secured basis, which means that a Fund will segregate liquid assets with its custodian or fund accounting agent in an amount not less than the exercise price of the option at all times during the option period. Whenever a Fund is required to segregate assets, notations on the books of the Trusts custodian or fund accounting agent are sufficient to constitute a segregated account. The amount of liquid assets held in the segregated account will be adjusted on a daily basis to reflect changes in the market value of the securities covered by the put option written by a Fund. Secured put options will generally be written in circumstances where the investment
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adviser or subadviser wishes to purchase the underlying security for a Funds portfolio at a price lower than the current market price of the security. In such event, that Fund would write a secured put option at an exercise price which, reduced by the premium received on the option, reflects the lower price it is willing to pay. See also Derivative Instruments.
Following the writing of a put option, a Fund may wish to terminate the obligation to buy the security underlying the option by effecting a closing purchase transaction. This is accomplished by buying an option of the same series as the option previously written. However, a Fund may not effect such a closing transaction after it has been notified of the exercise of the option.
Foreign Currency Options A Fund may buy or sell put and call options on foreign currencies either on exchanges or in the OTC market. A put option on a foreign currency gives the purchaser of the option the right to sell a foreign currency at the exercise price until the option expires. A call option on a foreign currency gives the purchaser of the option the right to purchase the currency at the exercise price until the option expires. Currency options traded on U.S. or other exchanges may be subject to position limits that may limit the ability of a Fund to reduce foreign currency risk using such options.
Publicly Traded Partnerships
Publicly traded partnerships are generally limited partnerships (or limited liability companies), the units of which may be listed and traded on a securities exchange or are readily tradeable on a secondary market (or its substantial equivalent). The Funds may invest in publicly traded partnerships that are treated as partnerships for federal income tax purposes, subject to certain limitations contained in the Internal Revenue Code of 1986, as amended (the Code), for qualification as a regulated investment company. These include master limited partnerships (MLPs) and other entities qualifying under limited exceptions in the Code. Many MLPs derive income and gain from the exploration, development, mining or production, processing, refining, transportation or marketing of any mineral or natural resource or from real property. The value of MLP units fluctuates predominantly based on prevailing market conditions and the success of the MLP. The Funds may purchase common units of a MLP on an exchange as well as directly from the MLP or other parties in private placements. Unlike owners of common stock of a corporation, owners of common units of a MLP have limited voting rights and have no ability to annually elect directors. MLPs generally distribute all available cash flow (cash flow from operations less maintenance capital expenditures) in the form of quarterly distributions, but a Fund will be required to include in its taxable income its allocable share of the MLPs income regardless of whether any distributions are made by the MLP. Thus, if the distributions received by a Fund are less than that Funds allocable share of the MLPs income, the Fund may be required to sell other securities so that it may satisfy the requirements to qualify as a regulated investment company and avoid federal income and excise taxes. Common units typically have priority as to minimum quarterly distributions. In the event of liquidation, common units have preference over subordinated units, but not debt or preferred units, to the remaining assets of the MLP.
An investment in MLP units involves some risks that differ from an investment in the common stock of a corporation. Holders of MLP units have limited control and voting rights on matters affecting the partnership. Holders of MLP units of a particular MLP are also exposed to a remote possibility of liability for the obligations of that MLP under limited circumstances not expected to be applicable to the Funds. A Fund will not acquire any interests in MLPs that are believed to expose the assets of a Fund to liabilities incurred by the MLP. In addition, the value of a Funds investment in MLPs depends largely on the MLPs being treated as partnerships for federal income tax purposes. If an MLP does not meet certain federal income tax requirements to maintain partnership status, or if it is unable to do so because of tax law changes, it would be taxed as a corporation. In that case, the MLP would be obligated to pay income tax at the entity level and distributions received by a Fund generally would be taxed as dividend
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income. As a result, there could be a reduction in a Funds cash flow and there could be a material decrease in the value of that Funds shares.
Real Estate Investment Trusts
Securities of real estate investment trusts (REITs) may be affected by changes in the value of their underlying properties and by defaults by borrowers or tenants. Mortgage REITs may be affected by the quality of the credit extended. Furthermore, REITs are dependent on specialized management skills. Some REITs may have limited diversification and may be subject to risks inherent in investments in a limited number of properties, in a narrow geographic area, or in a single property type. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, and may be subject to defaults by borrowers and to self-liquidations. Investment in REITs may subject a Fund to risks associated with the direct ownership of real estate, such as decreases in real estate values, overbuilding, increased competition and other risks related to local or general economic conditions, increases in operating costs and property taxes, changes in zoning laws, casualty or condemnation losses, possible environmental liabilities, regulatory limitations on rent and fluctuations in rental income. Equity REITs generally experience these risks directly through fee or leasehold interests, whereas mortgage REITs generally experience these risks indirectly through mortgage interests unless the mortgage REIT forecloses on the underlying real estate. Changes in interest rates may also affect the value of a Funds investment in REITs. Rising interest rates may cause the value of the REIT securities in which a Fund may invest to fall. Conversely, falling interest rates may cause their value to rise. Changes in the value of portfolio securities does not necessarily affect cash income derived from these securities but may affect a Funds net asset value. In addition, the performance of a REIT may be affected by its failure to qualify for tax-free pass-through of income under the Code, or its failure to maintain exemption from registration under the 1940 Act.
Repurchase Agreements
A Fund may enter into repurchase agreements pursuant to which the Fund purchases portfolio assets from a bank or broker-dealer concurrently with an agreement by the seller to repurchase the same assets from the Fund at a later date at a fixed price. If the seller should default on its obligation to repurchase the underlying security, a Fund may experience delay or difficulty in exercising its right to realize upon the security. Additionally, a Fund may incur a loss if the value of the security should decline, as well as disposition costs in liquidating the security.
The repurchase price generally equals the price paid by a Fund plus interest negotiated on the basis of current short-term rates (which may be more or less than the rate on the securities underlying the repurchase agreement).
The financial institutions with which a Fund may enter into repurchase agreements are banks and non-bank dealers of U.S. government securities that are listed on the Federal Reserve Bank of New Yorks list of reporting dealers and banks, if such banks and non-bank dealers are deemed creditworthy by the investment adviser or subadviser. The investment adviser or subadviser will continue to monitor the creditworthiness of the seller under a repurchase agreement and will require the seller to maintain during the term of the agreement the value of the securities subject to the agreement at not less than the repurchase price.
Restricted Securities
Each Fund will limit investments in securities of issuers which a Fund is restricted from selling to the public without registration under the 1933 Act, to no more than 5% of a Funds total assets, excluding restricted securities eligible for resale pursuant to Rule 144A or Regulation S under the 1933 Act, that
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have been deemed to be liquid pursuant to guidelines adopted by the Board. Securities of foreign issuers that are restricted as to resale in the U.S., but are freely tradeable in their local market, are not subject to this restriction.
Reverse Repurchase Agreements
Reverse repurchase agreements involve the sale of securities held by a Fund pursuant to that Funds agreement to repurchase the securities at an agreed upon price, date and rate of interest. During the reverse repurchase agreement period, a Fund continues to receive principal and interest payments on these securities. Such agreements are considered to be borrowings under the 1940 Act and may be entered into only for temporary or emergency purposes. While reverse repurchase transactions are outstanding, a Fund will segregate cash or liquid securities in an amount at least equal to the market value of the securities, plus accrued interest. (Liquid securities as used in the Prospectus and this SAI include equity securities and debt securities that are unencumbered and marked-to-market daily.) Whenever a Fund is required to segregate assets for 1940 Act purposes, notations on the books of the Trusts custodian or fund accounting agent are sufficient to constitute a segregated account. Reverse repurchase agreements involve the risk that the market value of the securities sold by a Fund may decline below the price at which the Fund is obligated to repurchase such securities. See also Derivative Instruments.
Royalty Income Trusts
A royalty income trust is a trust whose securities are listed on a securities exchange, generally in Canada or the United States and that typically passively manage royalties and net working interests in oil-, gas- or mineral-producing properties and rely on outside drilling or mining companies to extract the resources.
Royalty income trusts generally pay out to unit holders the majority of the cash flow that they receive from the production and sale of underlying oil, gas or mineral reserves. The amount of distributions paid on royalty income trust units will vary from time to time based on production levels, commodity prices, royalty rates and certain expenses, deductions and costs, as well as on the distribution payout ratio policies adopted. As a result of distributing the bulk of their cash flow to unitholders, the ability of a royalty income trust to finance internal growth through exploration is limited. Royalty income trusts generally grow through acquisition of additional oil and gas properties or producing companies with proven reserves of oil, gas or other minerals funded through the issuance of additional equity or, where the trust is able, additional debt. Royalty income trusts are exposed to many of the same risks as energy and natural resources companies, such as commodity pricing risk, supply and demand risk and depletion and exploration risk.
Rule 144A Securities
A Fund may purchase securities which are not registered under the 1933 Act but which can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act. This investment practice could have the effect of increasing the level of illiquidity in a Fund during any period that qualified institutional buyers become uninterested in purchasing these restricted securities. Rule 144A securities will not be considered illiquid unless it is determined by the investment adviser or subadviser, under guidelines approved by the Board, that an adequate trading market does not exist for these securities.
Securities Lending
A Fund may seek additional income at times by lending its portfolio securities to broker-dealers and financial institutions provided that: (1) the loan is secured by collateral that is continuously maintained in an amount at least equal to the current market value of the securities loaned, (2) the Fund may call the
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loan at any time with proper notice and receive the securities loaned, (3) the Fund will continue to receive interest and/or dividends paid on the loaned securities and may simultaneously earn interest on the investment of any cash collateral, and (4) the aggregate market value of all securities loaned by the Fund will not at any time exceed 25% of the total assets of such Fund.
Collateral will normally consist of cash or cash equivalents, securities issued by the U.S. government or its agencies or instrumentalities or irrevocable letters of credit. Securities lending by a Fund involves the risk that the borrower may fail to return the loaned securities or maintain the proper amount of collateral. Therefore, a Fund will only enter into such lending after a review by the investment adviser or subadviser of the borrowers financial statements, reports and other information as may be necessary to evaluate the creditworthiness of the borrower. Such reviews will be conducted on an ongoing basis as long as the loan is outstanding.
Short Sales
Selling securities short involves selling securities the seller (e.g., a Fund) does not own (but has borrowed) in anticipation of a decline in the market price of such securities. To deliver the securities to the buyer, the seller must arrange through a broker to borrow the securities and, in so doing, the seller becomes obligated to replace the securities borrowed at their market price at the time of the replacement. In a short sale, the proceeds the seller receives from the sale are retained by a broker until the seller replaces the borrowed securities. The seller may have to pay a premium to borrow the securities and must pay any dividends or interest payable on the securities until they are replaced.
The Fund may incur a loss as a result of the short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security, and the Fund may realize a gain if the security declines in price between those same dates. Although the Funds potential for gain as a result of a short sale is limited to the price at which it sold the security short less the cost of borrowing the security, the potential for loss is theoretically unlimited because there is no limit to the cost of replacing the borrowed security. To borrow the security, the Fund may also be required to pay a premium, which would increase the cost of the security sold. The Fund may not always be able to close out a short position at a particular time or at an acceptable price. A lender may request that the borrowed securities be returned to it on short notice, and the Fund may have to buy the borrowed securities at an unfavorable price. If this occurs at a time when other short sellers of the same security also want to close out their positions, it is more likely that the Fund will have to cover its short sale at an unfavorable price and potentially reduce or eliminate any gain, or cause a loss, as a result of the short sale.
A short sale is against the box if, at all times during which the short position is open, a Fund owns at least an equal amount of the securities or securities convertible into, or exchangeable without further consideration for, securities of the same issuer as the securities that are sold short.
A Fund may also maintain short positions in forward currency exchange transactions, in which a Fund agrees to exchange currency that it does not own at that time for another currency at a future date and specified price in anticipation of a decline in the value of the currency sold short relative to the currency that a Fund has contracted to receive in the exchange. To ensure that any short position of a Fund is not used to achieve leverage, a Fund segregates cash or liquid assets equal to the fluctuating market value of the currency as to which any short position is being maintained. Whenever a Fund is required to segregate assets for 1940 Act purposes, notations on the books of the Trusts custodian or fund accounting agent are sufficient to constitute a segregated account.
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Short-Term Trading
Securities may be sold in anticipation of a market decline or purchased in anticipation of a market rise and later sold. In addition, a security may be sold and another purchased at approximately the same time to take advantage of what a Fund believes to be a temporary disparity in the normal yield relationship between the two securities. Such trading may be expected to increase a Funds portfolio turnover rate and the expenses incurred in connection with such trading and may result in recognition of greater levels of short-term capital gain, which is taxed for federal income tax purposes, to shareholders as ordinary income when distributed by the Fund.
Swap Agreements
A Fund may enter into interest rate, index, credit default, equity and currency exchange rate swap agreements. These transactions would be entered into in an attempt to obtain a particular return when it is considered desirable to do so, possibly at a lower cost to a Fund than if the Fund had invested directly in the asset that yielded the desired return. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or swapped between the parties are generally calculated with respect to a notional amount, i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a basket of securities representing a particular index.
A Fund may enter into credit default swap agreements. The buyer in a credit default contract is obligated to pay the seller a periodic stream of payments over the term of the contract provided that no credit event with respect to any underlying reference obligation has occurred. If a credit event occurs, the seller typically must pay the buyer the par value (full notional value) of the reference obligation in exchange for the reference obligation. A Fund may either be the buyer or the seller in the transaction. If a Fund is a buyer and no credit event occurs, the Fund loses its investment and recovers nothing. However, if a credit event occurs, the buyer receives full notional value for a reference obligation that may have little or no value. As a seller, a Fund typically receives a fixed rate of income throughout the term of the contract, which typically is between six months and three years, provided a credit event does not occur. If a credit event occurs, the seller typically must pay the buyer the full notional amount of the reference obligation. Credit default swaps involve more risk than if a Fund had invested in the reference obligation directly because the Fund can obtain credit exposure in excess of its cash obligations under the agreement.
It is expected that the obligations of parties to swap agreements to be entered into by a Fund would be calculated on a net basis. Consequently, the Funds current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the net amount). The Funds current obligations under a swap agreement will be accrued daily (offset against amounts owed to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the maintenance of a segregated account consisting of liquid assets to limit any potential leveraging of the Funds portfolio. Whenever a Fund is required to segregate assets for 1940 Act purposes, notations on the books of the Trusts custodian or fund accounting agent are sufficient to constitute a segregated account. See also Derivative Instruments.
Obligations under swap agreements so covered will not be construed to be senior securities for purposes of the Funds investment restriction concerning senior securities. Except as otherwise indicated in the Funds Prospectus or in this SAI, a Fund will not enter into a swap agreement with any single party
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if the net amount owed or to be received under existing contracts with that party would exceed 5% of the Funds assets.
Whether a Funds use of swap agreements will be successful in furthering its investment objective will depend on the investment advisers or the subadvisers ability to correctly predict whether certain types of investments are likely to produce greater returns than other investments. Because they are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid investments. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. A Fund will enter into swap agreements only with counterparties that meet certain standards for creditworthiness (generally, such counterparties would have to be eligible counterparties under the terms of the Funds repurchase agreement guidelines). Certain restrictions imposed by the Code for qualification as a regulated investment company may limit a Funds ability to use swap agreements.
Potential Government Regulation of Derivatives
It is possible that government regulation of various types of derivative instruments, including futures and swap agreements, may limit or prevent a Fund from using such instruments as a part of its investment strategy, and could ultimately prevent a Fund from being able to achieve its investment objective. It is impossible to predict fully the effects of legislation and regulation in this area, but the effects could be substantial and adverse.
The futures markets are subject to comprehensive statutes, regulations, and margin requirements. The SEC, the Commodity Futures Trading Commission (the CFTC) and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the implementation or reduction of speculative position limits, the implementation of higher margin requirements, the establishment of daily price limits and the suspension of trading.
The regulation of swaps and futures transactions in the U.S. is a rapidly changing area of law and is subject to modification by government and judicial action. There is a possibility of future regulatory changes altering, perhaps to a material extent, the nature of an investment in a Fund or the ability of a Fund to continue to implement its investment strategies. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), which was signed into law in July 2010, sets forth a new legislative framework for OTC derivatives, such as swaps, in which the Funds may invest. Title VII of the Dodd-Frank Act makes broad changes to the OTC derivatives market, grants significant new authority to the SEC and the CFTC to regulate OTC derivatives and market participants, and will require clearing of many OTC derivatives transactions.
Under recently adopted rules and regulations, transactions in some types of swaps (including interest rate swaps and credit default swaps on North American and European indices) are required to be centrally cleared. In a transaction involving those swaps (cleared derivatives), a Funds counterparty is a clearing house, rather than a bank or broker. Since a Fund is not a member of clearing houses and only clearing members can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members. In cleared derivatives transactions, a Fund will make payments (including margin payments) to and receive payments from a clearing house through its accounts at clearing members. Clearing members guarantee performance of their clients obligations to the clearing house.
In many ways, cleared derivative arrangements are less favorable to mutual funds than bilateral arrangements. For example, a Fund may be required to provide more margin for cleared derivatives transactions than for bilateral derivatives transactions. Also, in contrast to a bilateral derivatives
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transaction, following a period of notice to a Fund, a clearing member generally can require termination of an existing cleared derivatives transaction at any time or an increase in margin requirements above the margin that the clearing member required at the beginning of a transaction. Clearing houses also have broad rights to increase margin requirements for existing transactions or to terminate those transactions at any time. Any increase in margin requirements or termination of existing cleared derivatives transactions by the clearing member or the clearing house could interfere with the ability of a Fund to pursue its investment strategy. Further, any increase in margin requirements by a clearing member could expose a Fund to greater credit risk to its clearing member, because margin for cleared derivatives transactions in excess of a clearing houses margin requirements typically is held by the clearing member. Also, a Fund is subject to risk if it enters into a derivatives transaction that is required to be cleared (or that the investment adviser or subadviser expects to be cleared), and no clearing member is willing or able to clear the transaction on the Funds behalf. In those cases, the transaction might have to be terminated, and the Fund could lose some or all of the benefit of the transaction, including loss of an increase in the value of the transaction and/or loss of hedging protection. In addition, the documentation governing the relationship between the Fund and clearing members is drafted by the clearing members and generally is less favorable to the Fund than typical bilateral derivatives documentation. For example, documentation relating to cleared derivatives generally includes a one-way indemnity by the Fund in favor of the clearing member for losses the clearing member incurs as the Funds clearing member and typically does not provide the Fund any remedies if the clearing member defaults or becomes insolvent.
Some types of cleared derivatives are required to be executed on an exchange or on a swap execution facility. A swap execution facility is a trading platform where multiple market participants can execute derivatives by accepting bids and offers made by multiple other participants in the platform. While this execution requirement is designed to increase transparency and liquidity in the cleared derivatives market, trading on a swap execution facility can create additional costs and risks for a Fund. For example, swap execution facilities typically charge fees, and if a Fund executes derivatives on a swap execution facility through a broker intermediary, the intermediary may impose fees as well. Also, a Fund may indemnify a swap execution facility, or a broker intermediary who executes cleared derivatives on a swap execution facility on the Funds behalf, against any losses or costs that may be incurred as a result of the Funds transactions on the swap execution facility.
These and other new rules and regulations could, among other things, further restrict a Funds ability to engage in, or increase the cost to the Fund of, derivatives transactions, for example, by making some types of derivatives no longer available to the Fund, increasing margin or capital requirements, or otherwise limiting liquidity or increasing transaction costs. These regulations are new and evolving, so their potential impact on a Fund and the financial system are not yet known. While the new regulations and central clearing of some derivatives transactions are designed to reduce systemic risk ( i.e. , the risk that the interdependence of large derivatives dealers could cause them to suffer liquidity, solvency or other challenges simultaneously), there is no assurance that the new clearing mechanisms will achieve that result, and in the meantime, as noted above, central clearing and related requirements expose a Fund to new kinds of risks and costs.
Temporary Defensive Positioning
The investments and strategies described throughout the Funds Prospectus are those the subadvisers intend to use under normal circumstances. When a subadviser determines that market or other conditions warrant, a Fund may invest up to 100% of its assets in money market instruments or hold U.S. dollars. When a Fund is investing for temporary or defensive purposes, it is not pursuing its investment objective(s).
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Unit Investment Trusts
A Unit Investment Trust (UIT) is a type of investment company. Investments in UITs are subject to regulations limiting a Funds acquisition of investment company securities. Standard and Poors Depositary Receipts (SPDRs), DIAMONDS, MDYs and similar investments are interests in UITs that may be obtained directly from the UIT or purchased in the secondary market. SPDRs consist of a portfolio of securities substantially similar to the component securities of the Standard and Poors 500 Composite Stock Price Index. DIAMONDS and MDYs consist of a portfolio of securities substantially similar to the component securities of the Dow Jones Industrial Average and of the Standard and Poors MidCap 400 Index, respectively.
The price of a UIT interest is derived and based upon the securities held by the UIT. Accordingly, the level of risk involved in the purchase or sale of a UIT interest is similar to the risk involved in the purchase or sale of traditional common stock, with the exception that the pricing mechanism for UITs is based on a basket of stocks. Disruptions in the markets for the securities underlying UITs purchased or sold by a Fund could result in losses on UITs. Trading in UITs involves risks similar to the risks, involved in the writing of options on securities, described above under Options.
Interests in UITs are not individually redeemable, except upon termination of the UIT. To redeem, a Fund must accumulate a certain amount of UIT interests. The liquidity of small holdings of UITs, therefore, depends upon the existence of a secondary market. Upon redemption of a UIT interest, a Fund receives securities and cash identical to the deposit required of an investor wishing to purchase a UIT interest that day.
Zero Coupon Bonds
Zero coupon securities are debt securities issued or sold at a discount from their face value that do not entitle the holder to any periodic payment of interest prior to maturity, a specified redemption date or a cash payment date. The amount of the discount varies depending on the time remaining until maturity or cash payment date, prevailing interest rates, liquidity of the security and perceived credit quality of the issuer.
Zero coupon securities also may take the form of debt securities that have been stripped of their unmatured interest coupons, the coupons themselves and receipts or certificates representing interests in such stripped debt obligations and coupons. The market prices of zero coupon securities are generally more volatile than the market prices of interest-bearing securities and respond more to changes in interest rates than interest-bearing securities with similar maturities and credit qualities. For federal income tax purposes, the original issue discount on the zero coupon bonds must be included ratably in the income of a Fund as the income accrues even though payment has not been received. The Funds nevertheless intend to distribute an amount of cash equal to the currently accrued original issue discount, and this may require liquidating securities at times they might not otherwise do so and may result in capital gain or loss.
Other Investments
The Board may, in the future, authorize a Fund to invest in securities other than those listed here and in the Funds Prospectus, provided that such investment would be consistent with that Funds investment objective and that it would not violate any fundamental investment policies or restrictions applicable to that Fund.
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CFTC Regulation
Each Fund intends to operate in compliance with the exclusion from regulation as a commodity pool under the Commodity Exchange Act (the CEA) provided by CFTC Rule 4.5.Under this rule, a Fund will not be deemed to be a commodity pool under the CEA if the Fund uses commodity interests solely for bona fide hedging purposes or, subject to certain exceptions, if the Fund limits its use of commodity interests for purposes other than bona fide hedging purposes such that (i) the aggregate initial margin and premium with respect to such commodity interests represents no more than 5% of the value of the Funds portfolio or (ii) the aggregate net notional value of such commodity interests does not represent more than 100% of the value of the Funds portfolio.
If a Fund were no longer able to claim the exclusion provided by Rule 4.5, the Fund would be required to register with the CFTC as a commodity pool and would become subject to regulation under the CEA, which could increase the Funds expenses, adversely affecting investment returns. In addition, in this event, Aston Asset Management, LLC (Aston or the Adviser) would be required to register with the CFTC as a commodity pool operator and the applicable subadviser would be required to register with the CFTC as a commodity trading advisor.
The application of amended Rule 4.5 to funds-of-funds remains unclear. Accordingly, the Adviser has filed for relief with respect to the ASTON/Lake Partners LASSO Alternatives Fund, which defers compliance until six months following the issuance of any CFTC guidance regarding the application of Rule 4.5 to funds-of-funds.
Fund-of-Funds Structure
Section 12(d)(1)(A) of the 1940 Act, in relevant part, prohibits a registered investment company from acquiring shares of an investment company if after such acquisition the securities represent more than 3% of the total outstanding voting stock of the acquired company, more than 5% of the total assets of the acquiring company, or, together with the securities of any other investment companies, more than 10% of the total assets of the acquiring company except in reliance on certain exceptions contained in the 1940 Act and the rules and regulations thereunder. The Trust and Aston have obtained an exemptive order from the SEC that allows the Funds to invest in both affiliated and unaffiliated investment companies in excess of the limits in Section 12(d)(1) of the 1940 Act, subject to the terms and conditions of such order. Prior to its investment in shares of an unaffiliated investment company in excess of the limit in section 12(d)(1)(A)(i) of the 1940 Act, the Trust, on behalf of a Fund, and the underlying fund must execute an agreement that is designed to ensure that each party understands the terms and conditions of the order and agrees to fulfill its responsibilities under the order. From time to time, a Fund may rely on an exemptive order granted by the SEC to any undelying investment company, allowing a Fund to invest in such investment companies in excess of the limits in Section 12(d)(1) of the 1940 Act, subject to the terms and conditions of such order, including the execution of an agreement between the Trust, on behalf of the Fund and such underlying Fund that is designed to ensure that each party understands the terms and conditions of the order and agrees to fulfill its responsibilities under the order. ASTON/Lake Partners LASSO Alternatives Fund currently relies on such exemptive order.
The following supplements the information set forth above and in the Prospectus concerning the investment objective, strategies and risks of investing in ASTON/Lake Partners LASSO Alternatives Fund . For this portion of the SAI, the term Fund refers only to ASTON/Lake Partners LASSO Alternatives Fund .
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Other Investment Companies
Investment Company Shares
As indicated above, investments by the Fund in underlying funds will be subject to the limitations of the 1940 Act, the rules and regulations thereunder and in certain circumstances SEC exemptive orders. The Fund may rely on SEC orders that permit it to invest in certain underlying fund shares beyond the limits contained in the 1940 Act, subject to the terms and conditions of those orders. By investing in securities of an underlying fund, the Funds shareholders will indirectly bear the fees and expenses of that underlying fund in addition to the Funds own fees and expenses. Pursuant to SEC rules, the Fund may invest in shares of affiliated and unaffiliated money market funds.
Open-End Mutual Funds
Open-end mutual funds are investment companies that issue new shares continuously and redeem shares daily. The risks of investment of open-end mutual funds typically reflect securities in which the funds invest. The net asset value per share of an open-end fund will fluctuate daily depending upon the performance of the securities held by the fund. Open-end mutual funds are offered in a wide variety of asset classes including: large-cap, mid-cap, small-cap, equity, international, sector, fixed-income and alternative non-traditional strategies. Each type of fund may have a different investment objective and strategy and different investment portfolio. Different funds may also be subject to different risks, volatility and fees and expenses. When the Fund invests in shares of an open-end fund, shareholders of the Fund bear their proportionate share of the open-end funds fees and expenses, as well as their share of the Funds fees and expenses.
Exchange-Traded Funds
ETFs are typically organized as open-end investment companies or unit investment trusts. ETFs are traded on exchanges similar to stocks. A passive ETF is an investment company that seeks to track the performance of an index (before fees and expenses) by holding in its portfolio either the securities that comprise the index or a representative sample of the securities in the index. An actively managed ETF is an investment company that seeks to outperform the performance of an index. ETFs offer investment in a wide variety of asset classes, including: large-cap, mid-cap, small-cap, equity, international, commodities, real estate, fixed income, derivatives and currency.
Unlike interests in conventional mutual funds, ETFs are traded throughout the day on a national securities exchange, whereas mutual fund interests are typically only bought and sold at closing net asset values. ETFs are designed to be tradable in the secondary market on a national securities exchange on an intra-day basis, and to be created and redeemed principally in-kind in large blocks (typically 50,000 shares), called creation units, at each days next calculated net asset value. The in-kind creation or redemption is for a portfolio of the underlying securities of the ETF. There may also be a cash component. These arrangements are designed to protect ongoing shareholders from adverse effects on the portfolio of the ETF that could arise from frequent cash creation and redemption transactions. In a conventional mutual fund, redemptions can have an adverse tax impact on taxable shareholders because of the mutual funds need to sell portfolio securities to obtain cash to meet fund redemptions. These sales may generate taxable gains for the shareholders of the mutual fund, whereas an ETFs in-kind redemption mechanism generally will not lead to a federal income tax event for a Fund or its ongoing shareholders. The Fund does not intend to purchase and redeem creation units, but intends to purchase and sell ETFs primarily through national securities exchanges.
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There is a risk that the ETFs in which the Fund invests may terminate due to extraordinary events that may cause any of the service providers to the ETFs, such as the trustee or sponsor, to close or otherwise fail to perform their obligations to the ETF. Also, because the ETFs in which the Fund intends to principally invest may be granted licenses by agreement to use the indices as a basis for determining their compositions and/or otherwise to use certain trade names, the ETFs may terminate if such license agreements are terminated. In addition, an ETF may terminate if its entire net asset value falls below a certain amount. Although the Fund believes that, in the event of the termination of an underlying ETF, it will be able to invest instead in shares of an alternate ETF tracking the same market index or another market index with the same general market, there is no guarantee that shares of an alternate ETF would be available for investment at that time. Unlike many investment companies, many ETFs are not currently actively managed. Thus, an ETF would not necessarily sell a security because the securitys issuer was in financial trouble unless that security is removed from the index.
Closed-End Funds
Closed-end funds are investment companies that typically issue a fixed number of shares that trade on a securities exchange or OTC. The risks of investing in closed-end funds typically reflect the risks of the types of securities in which the funds invest. Investments in closed-end funds are subject to the additional risk that shares of the fund may trade at a premium or discount to their net asset value per share. In addition, closed-end fund shares may be halted or delisted by the listing exchange. Closed-end funds come in many varieties and can have different investment objectives, strategies and investment portfolios. They also can be subject to different risks, volatility and fees and expenses. When the Fund invests in shares of a closed-end fund, shareholders of the Fund bear their proportionate share of the closed-end funds fees and expenses, as well as their share of the Funds fees and expenses.
Illiquid Securities
The underlying funds may invest in illiquid securities. Illiquid securities will generally include but are not limited to: insurance funding agreements, repurchase agreements and time deposits with notice/termination dates in excess of seven days; unlisted OTC options; swap agreements, interest rate caps, floors and collars; and certain securities which are subject to trading restrictions because they are not registered under the 1933 Act. Foreign securities that are restricted as to resale in the U.S., but are freely tradable in their local market, are not considered illiquid.
Investment Risk
The underlying funds cover a wide variety of asset classes. The risks associated with various types of underlying funds that invest in different asset classes are described below. As new underlying fund products become available, the Fund will be able to invest in those funds, consistent with its investment objective and subject to its investment policies and restrictions.
Aggressive Investment Technique Risk
Underlying funds may use investment techniques and financial instruments that could be considered aggressive, including the use of futures contracts; options on futures contracts, securities and indices; forward contracts; swap agreements and similar instruments. An underlying funds investment in financial instruments may involve a small investment relative to the amount of investment exposure assumed and may result in losses that exceed the amounts invested in those instruments. Such instruments, particularly when used to create leverage, may expose the underlying fund to potentially dramatic changes (losses or gains) in the value of the instruments and imperfect correlation between the value of the instruments and the relevant security or index. The use of aggressive investment techniques
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also exposes an underlying fund to risks different from, or possibly greater than, the risks associated with investing directly in securities on which the aggressive technique is based, including: (1) the risk that an instrument is temporarily mispriced; (2) credit, performance or documentation risk on the amount each underlying fund expects to receive from a counterparty;(3) the risk that securities prices, interest rates and currency markets will move adversely and an underlying fund will incur significant losses; (4) imperfect correlation between the price of financial instruments and movements in the prices of the underlying securities; (5) the risk that the cost of holding a financial instrument might exceed its total return; and (6) the possible absence of a liquid secondary market for any particular instrument and possible exchange imposed price fluctuation limits, both of which may make it difficult or impossible to adjust an underlying funds position in a particular instrument when desired.
Currency Risk
The securities held by an underlying Fund may be denominated in currencies other than the U.S. dollar and, as a result, may be affected by changes in exchange rates or control regulations. The value of such underlying funds shares relate directly to the value of foreign securities held by the underlying fund. Fluctuations in the price of foreign securities could materially and adversely affect the value of the underlying funds shares. The price of the currency may fluctuate widely. Several factors may affect the price of the currency, including, but not limited to: debt level and trade deficit; inflation rates of the United States and foreign countries and investors expectations concerning inflation rates; investment and trading activities of mutual funds, hedge funds and currency funds; and global or regional political, economic or financial events and conditions. In addition, a currency may not maintain its long-term value in terms of purchasing power in the future. When the price of the countrys currency declines relative to another currency, it is expected that the price of an underlying fund holding such a currency will decline as well.
Commodity Risk
Investing in underlying funds that have exposure to investments in the commodities market and commodity-linked instruments (such as ETNs), may subject the Fund to greater volatility than investments in traditional securities. Commodities include metals, energy, agricultural products, livestock and minerals. Certain underlying funds may buy certain commodities directly or may invest in commodity-linked instruments. The value of commodities and commodity contracts are affected by a variety of factors, including, but not limited to: global supply and demand, changes in interest rates, commodity index volatility, and factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargos, government regulation, tariffs and taxes, world events and economic, political and regulatory developments. The Funds ability to invest in underlying funds that invest in the commodities markets and its ability to invest in commodity-linked instruments may be significantly limited by the federal income tax rules applicable to regulated investment companies. The Funds ability to invest in underlying funds that invest in the commodities markets may also be limited by the CEA rules.
Concentration Risk
Some underlying funds may be concentrated in a narrow industry. Concentration risk results from maintaining exposure to issuers conducting business in a specific industry. The risk of concentrating investments in a limited number of issuers in a particular industry is that the underlying fund will be more susceptible to the risks associated with that industry than a fund that does not concentrate its investments. An index-based underlying fund may have significant exposure to individual companies or industry sectors that constitute a significant portion of the referenced index. As a result, such an underlying fund will be more susceptible to the risks associated with that specific company or industry sector, which may
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be different from the risks generally associated with the companies contained in the index. In addition, the Fund limits its investments to a limited universe of investment companies that focus on hedging or alternative investment strategies.
Derivative Instruments Risk
The term derivatives has been used to identify a range and variety of financial instruments. In general, a derivative is commonly defined as a financial instrument whose performance and value are derived, at least in part, from another source, such as the performance of an underlying asset, a specific security or an index of securities. As is the case with other types of investments, an underlying funds derivative instruments may entail various types and degrees of risk, depending upon the characteristics of the derivative instrument and an underlying funds overall portfolio. There is the risk that derivatives may not have the intended effects and may result in losses or missed opportunities, and the risk that the underlying fund will be unable to sell or otherwise close out a derivative. Underlying funds may use derivative instruments for hedging purposes, to maintain liquidity or in anticipation of changes in the composition of its portfolio holdings or as otherwise provided in an underlying funds prospectus.
The types of derivative securities in which underlying funds invest may include, but are not limited to, forward commitments, foreign currency contracts, futures contracts, options, swap agreements and commodity-linked derivative instruments.
Foreign Currency Contracts Risk. An underlying fund may engage in certain foreign currency transactions, such as foreign exchange forwards, to guard against fluctuations in currency exchange rates in relation to the U.S. dollar or to the weighting of particular foreign currencies. In addition, an underlying fund may buy and sell foreign currency futures contracts and options on foreign currencies.
A foreign exchange forward involves a contractual obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. By entering into a forward foreign exchange forward, an underlying fund locks in the exchange rate between the currency it will deliver and the currency it will receive for the duration of the contract. As a result, an underlying fund reduces its exposure to changes in the value of the currency it will deliver and increases its exposure to changes in the value of the currency it will exchange into. Contracts to sell foreign currencies would limit any potential gain which might be realized by an underlying fund if the value of the hedged currency increases. An underlying fund may enter into these contracts for the purpose of hedging against foreign exchange risks arising from an underlying funds investment or anticipated investment in securities denominated in foreign currencies. Such hedging transactions may not be successful and may eliminate any chance for an underlying fund to benefit from favorable fluctuations in relevant foreign currencies.
An underlying fund may also enter into foreign exchange forwards for purposes of increasing exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another. To the extent that it does so, an underlying fund will be subject to the additional risk that the relative value of currencies will be different than anticipated by the particular funds investment adviser or subadviser. An underlying fund may use one currency (or a basket of currencies) to hedge against adverse changes in the value of another currency (or a basket of currencies) when exchange rates between the two currencies are positively correlated. An underlying fund may also use foreign currency futures contracts and related options on currencies for the same reasons for which forward foreign currency exchange contracts are used.
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The use of currency transactions can result in an underlying fund incurring losses as a result of a number of factors including the imposition of exchange controls, suspension of settlements, or the inability to deliver or receive a specified currency.
Futures Contracts Risk. Futures contracts are generally considered to be derivative securities. An underlying fund may engage in such practices for hedging purposes or to maintain liquidity or as otherwise provided in the funds prospectus. Typically, maintaining a futures contract or selling an option thereon requires an underlying fund to deposit with a financial intermediary as security for its obligations an amount of cash or other specified assets (initial margin) which initially is typically 1% to 10% of the face amount of the contract (but may be higher in some circumstances). Additional cash or assets (variation margin) may be required to be deposited thereafter on a daily basis as the marked- to- market value of the contract fluctuates.
At maturity, a futures contract obligates an underlying fund to take or make delivery of certain securities or the cash value of a securities index. An underlying fund may sell a futures contract in order to offset a decrease in the market value of its portfolio securities that might otherwise result from a market decline. An underlying fund may do so either to hedge the value of its portfolio of securities as a whole, or to protect against declines, occurring prior to sales of securities, in the value of the securities to be sold. Conversely, an underlying fund may purchase a futures contract in anticipation of purchases of securities. In addition, an underlying fund may utilize futures contracts in anticipation of changes in the composition of its portfolio holdings.
For federal income tax purposes, some gains derived by a fund from the use of such instruments will be treated as a combination of short-term and long-term capital gains and, if not offset by realized capital losses incurred by a fund, will be distributed to shareholders and will be taxable to shareholders as a combination of ordinary income and long-term capital gain.
Underlying funds may purchase and sell call and put options on futures contracts traded on an exchange or board of trade. When a fund purchases an option on a futures contract, it has the right to assume a position as a purchaser or seller of a futures contract at a specified exercise price at any time during the option period. When a fund sells an option on a futures contract, it becomes obligated to purchase or sell a futures contract if the option is exercised. In anticipation of a market advance, a fund may purchase call options on futures contracts as a substitute for the purchase of futures contracts to hedge against a possible increase in the price of securities that a fund intends to purchase. Similarly, if the market is expected to decline, an underlying fund might purchase put options or sell call options on futures contracts rather than sell futures contracts.
Underlying funds may enter into a contract for the purchase or sale for future delivery of securities, including index contracts. While futures contracts provide for the delivery of securities, deliveries usually do not occur. Contracts are generally terminated by entering into offsetting transactions.
Underlying funds may enter into such futures contracts to protect against the adverse effects of fluctuations in security prices or interest rates without actually buying or selling the securities. For example, if interest rates are expected to increase, an underlying fund might enter into futures contracts for the sale of debt securities. Such a sale would have much the same effect as selling an equivalent value of the debt securities owned by an underlying fund. If interest rates did increase, the value of the debt securities in the portfolio would decline, but the value of the futures contracts to an underlying fund would increase at approximately the same rate, thereby keeping the net asset value of an underlying fund from declining as much as it otherwise would have. Similarly, when it is expected that interest rates may decline, futures contracts may be purchased to hedge in anticipation of subsequent purchases of securities at higher prices. Since the fluctuations in the value of futures contracts is expected to be similar to those
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of debt securities, an underlying fund could take advantage of the anticipated rise in value of debt securities without actually buying them until the market had stabilized. At that time, the futures contracts could be liquidated and an underlying fund could then buy debt securities on the cash market.
A stock index futures contract obligates the seller to deliver (and the purchaser to take) an amount of cash equal to a specific dollar amount times the difference between the value of a specific stock index at the close of the last trading day of the contract and the price at which the agreement was made. Open futures contracts are valued on a daily basis and an underlying fund may be obligated to provide or receive cash reflecting any decline or increase in the contracts value. No physical delivery of the underlying stocks in the index is made in the future.
With respect to options on futures contracts, when an underlying fund is temporarily not fully invested, it may purchase a call option on a futures contract to hedge against a market advance. The purchase of a call option on a futures contract is similar in some respects to the purchase of a call option on an individual security. Depending on the pricing of the option compared to either the price of the futures contract upon which it is based, or the price of the underlying debt securities, it may or may not be less risky than ownership of the futures contract or underlying debt securities. As with the purchase of futures contracts, when an underlying fund is not fully invested, it may purchase a call option on a futures contract to hedge against a market advance.
The writing of a call option on a futures contract constitutes a partial hedge against the declining price of the security or foreign currency that is deliverable upon exercise of the futures contract. If the futures price at the expiration of the option is below the exercise price, an underlying fund will retain the full amount of the option premium which provides a partial hedge against any decline that may have occurred in the value of an underlying funds portfolio holdings. The writing of a put option on a futures contract constitutes a partial hedge against the increasing price of the security or foreign currency, which is deliverable upon exercise of the futures contract. If the futures price at the expiration of the option is higher than the exercise price, an underlying fund will retain the full amount of the option premium, which provides a partial hedge against any increase in the price of securities that an underlying fund intends to purchase.
Call and put options on stock index futures are similar to options on securities except that, rather than the right to purchase or sell stock at a specified price, options on a stock index future give the holder the right to receive cash. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writers futures margin account, which represents the amount by which the market price of the futures contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the futures contract. If an option is exercised on the last trading day prior to the expiration date of the option, the settlement will be made entirely in cash equal to the difference between the exercise price of the option and the closing price of the futures contract on the expiration date.
If a put or call option which an underlying fund has written is exercised, that underlying fund may incur a loss which will be reduced by the amount of the premium it received. Depending on the degree of correlation between changes in the value of its portfolio securities and changes in the value of its options positions, an underlying funds losses from existing options on futures may to some extent be reduced or increased by changes in the value of portfolio securities.
To the extent that market prices move in an unexpected direction, an underlying fund may not achieve the anticipated benefits of futures contracts or options on futures contracts or may realize a loss. For example, if an underlying fund is hedged against the possibility of an increase in interest rates and interest rates decrease instead, that underlying fund would lose part or all of the benefit of the increased value, which it has because it would have offsetting losses in its futures position. In addition, in such situations,
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if an underlying fund had insufficient cash, it may be required to sell securities from its portfolio to meet daily variation margin requirements. Such sales of securities may, but will not necessarily, be at increased prices which reflect the rising market. An underlying fund may be required to sell securities at a time when it may be disadvantageous to do so.
Options on securities, futures contracts, options on futures contracts and options on currencies may be traded on foreign exchanges. Such transactions may not be regulated as effectively as similar transactions in the U.S., may not involve a clearing mechanism and related guarantees and are subject to the risk of governmental actions affecting trading in or the prices of foreign securities. Some foreign exchanges may be principal markets so that no common clearing facility exists and a trader may look only to the broker for performance of the contract. The value of such positions also could be adversely affected by (i) other complex foreign political, legal and economic factors, (ii) lesser availability than in the U.S. of data on which to make trading decisions, (iii) delays in the underlying funds ability to act upon economic events occurring in foreign markets during non-business hours in the U.S., (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the U.S. and (v) lesser trading volume. In addition, unless a fund hedges against fluctuations in the exchange rate between the U.S. dollar and the currencies in which trading is done on foreign exchanges, any profits that a fund might realize in trading could be eliminated by adverse changes in the exchange rate, or a fund could incur losses as a result of those changes.
Further, with respect to options on futures contracts, an underlying fund may seek to close out an option position by writing or buying an offsetting position covering the same securities or contracts and have the same exercise price and expiration date. The ability to establish and close out positions on options will be subject to the maintenance of a liquid secondary market, which cannot be assured.
Options Risk. A call option enables the purchaser, in return for the premium paid, to purchase securities from the writer of the option at an agreed price up to, or on, an agreed date. The advantage is that the purchaser may hedge against an increase in the price of securities it ultimately wishes to buy or may take advantage of a rise in a particular index. A put option enables the purchaser of the option, in return for the premium paid, to sell the security underlying the option to the writer at the exercise price during the option period or on the expiration date. The writer of the option has the obligation to purchase the security from the purchaser of the option. The advantage is that the purchaser can be protected should the market value of the security decline or should a particular index decline. An underlying fund will receive premium income from writing put options, although it may be required, when the put is exercised, to purchase securities at higher prices than the current market price. At the time of purchase, an underlying fund will receive premium income from writing call options, which may offset the cost of purchasing put options and may also contribute to that underlying funds total return. An underlying fund may lose potential market appreciation if the judgment of its investment adviser or subadviser is incorrect with respect to interest rates, security prices or the movement of indices.
An option on a securities index gives the purchaser of the option, in return for the premium paid, the right to receive cash from the seller equal to the difference between the closing price of the index and the exercise price of the option.
Closing transactions essentially let an underlying fund offset put options or call options prior to exercise or expiration. If an underlying fund cannot effect a closing transaction, it may have to hold a security it would otherwise sell or deliver a security it might want to hold.
Options are generally considered to be derivative securities. Options may relate to particular securities, stock indices or financial instruments they may or may not be listed on a national securities exchange, and they may or may not be issued by the Options Clearing Corporation. Options trading is a highly specialized activity which entails greater than ordinary investment risk. Options on particular securities
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may be more volatile than the underlying securities, and on a percentage basis, an investment in options may be subject to greater fluctuation than an investment in the underlying securities themselves.
In the case of a call option on a security, the option is covered if an underlying fund owns the security underlying the call or has an absolute and immediate right to acquire that security without additional cash consideration (or, if additional cash consideration is required, cash or liquid securities in such amount will be segregated by a fund) upon conversion or exchange of other securities held by it. For a call option on an index, the option is covered if an underlying fund maintains with its custodian a diversified stock portfolio or liquid assets equal to the contract value.
A call option is also covered if a fund holds a call on the same security or index as the call written where the exercise price of the call held is (i) equal to or less than the exercise price of the call written or (ii) greater than the exercise price of the call written provided the difference is maintained by a fund in cash or liquid securities in a segregated account with its custodian or fund accounting agent.
An underlying funds obligation to sell a security subject to a covered call option written by it, or to purchase a security subject to a secured put option written by it, may be terminated prior to the expiration date of the option by a funds execution of a closing purchase transaction, which is effected by purchasing on an exchange an option of the same series as the previously written option. Such a purchase does not result in the ownership of an option. A closing purchase transaction will ordinarily be effected to realize a profit on an outstanding option, to prevent an underlying security from being called, to permit the sale of the underlying security or to permit the writing of a new option containing different terms on such underlying security. The cost of such a liquidation purchase plus transaction costs may be greater than the premium received upon the original option, in which event a fund will have incurred a loss in the transaction.
There is no assurance that a liquid secondary market will exist for any particular option. An option writer, unable to effect a closing purchase transaction, will not be able to sell the underlying security (in the case of a covered call option) or liquidate the segregated securities (in the case of a secured put option) until the option expires or the optioned security is delivered upon exercise with the result that the writer in such circumstances will be subject to the risk of market decline or appreciation in the security during such period.
Purchasing Call Options : When an underlying fund purchases a call option, in return for a premium paid by the fund to the writer of the option, that fund obtains the right to buy the security underlying the option at a specified exercise price at any time during the term of the option. The writer of the call option, who receives the premium upon writing the option, has the obligation, upon exercise of the option, to deliver the underlying security against payment of the exercise price. The advantage of purchasing call options is that a fund may alter portfolio characteristics and modify portfolio maturities without incurring the cost associated with transactions, except the cost of the option.
Following the purchase of a call option, an underlying fund may liquidate its position by effecting a closing sale transaction by selling an option of the same series as the option previously purchased. An underlying fund will realize a profit from a closing sale transaction if the price received on the transaction is more than the premium paid to purchase the original call option; an underlying fund will realize a loss from a closing sale transaction if the price received on the transaction is less than the premium paid to purchase the original call option.
There is no assurance that a liquid secondary market on an exchange will exist for any particular option, or at any particular time, and for some options no secondary market on an exchange may exist. In such event, it may not be possible to effect closing transactions in particular options, with the result that a fund would have to exercise its options in order to realize any profit and would incur brokerage commissions
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upon the exercise of such options and upon the subsequent disposition of the underlying securities acquired through the exercise of such options. Further, unless the price of the underlying security changes sufficiently, a call option purchased by an underlying fund may expire without any value to the underlying fund, in which event the underlying fund would realize a capital loss which will be short-term unless the option was held for more than one year.
Covered Call Writing: An underlying fund may write covered call options. The advantage to an underlying fund of writing covered calls is that the fund receives a premium that is additional income. However, if the security rises in value, an underlying fund may not fully participate in the market appreciation.
During the option period, a covered call option writer may be assigned an exercise notice by the broker-dealer through whom such call option was sold, requiring the writer to deliver the underlying security against payment of the exercise price. This obligation is terminated upon the expiration of the option or upon entering a closing purchase transaction. A closing purchase transaction, in which an underlying fund, as writer of an option, terminates its obligation by purchasing an option of the same series as the option previously written, cannot be effected with respect to an option once the option writer has received an exercise notice for such option.
Closing purchase transactions will ordinarily be effected to realize a profit on an outstanding call option, to prevent an underlying security from being called, to permit the sale of the underlying security or to enable an underlying fund to write another call option on the underlying security with either a different exercise price or expiration date or both. An underlying fund may realize a net gain or loss from a closing purchase transaction depending upon whether the net amount of the original premium received on the call option is more or less than the cost of effecting the closing purchase transaction. Any loss incurred in a closing purchase transaction may be partially or entirely offset by the premium received from a sale of a different call option on the same underlying security. Such a loss may also be wholly or partially offset by unrealized appreciation in the market value of the underlying security. Conversely, a gain resulting from a closing purchase transaction could be offset in whole or in part by a decline in the market value of the underlying security.
If a call option expires unexercised, an underlying fund will realize a short-term capital gain in the amount of the premium on the option less the commission paid. Such a gain, however, may be offset by depreciation in the market value of the underlying security during the option period if such security is sold or there is another recognition event. If a call option is exercised, an underlying fund will realize a gain or loss from the sale of the underlying security equal to the difference between the cost of the underlying security and the proceeds of the sale of the security plus the amount of the premium on the option less the commission paid.
Purchasing Put Options: An underlying fund may invest in put options. The purchase of the put option on substantially identical securities held by an underlying fund will constitute a short sale for federal income tax purposes, which may result in a short-term capital gain on the sale of the security if such substantially identical securities were held by that fund for not more than one year as of the date of the short sale or were acquired by that fund after the short sale and on or before the closing date of the short sale.
A put option purchased by an underlying fund gives it the right to sell one of its securities for an agreed price up to an agreed date. An underlying fund would purchase put options in order to protect against a decline in the market value of the underlying security below the exercise price less the premium paid for the option (protective puts). The ability to purchase put options allows an underlying fund to protect unrealized gains in an appreciated security in their portfolios without actually selling the security. If the security does not drop in value, an underlying fund will lose the value of the premium paid. An underlying fund may sell a put option which it has previously purchased prior to the sale of the securities
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underlying such option. Such sale will result in a net gain or loss depending on whether the amount received on the sale is more or less than the premium and other transaction costs paid on the put option which is sold.
An underlying fund may sell a put option purchased on individual portfolio securities. Additionally, an underlying fund may enter into closing sale transactions. A closing sale transaction is one in which an underlying fund, when it is the holder of an outstanding option, liquidates its position by selling an option of the same series as the option previously purchased.
Writing Put Options: Underlying funds may also write put options. Secured put options will generally be written in circumstances where the investment adviser of the underlying fund wishes to purchase the underlying security for the funds portfolio at a price lower than the current market price of the security. In such event, that underlying fund would write a secured put option at an exercise price which, reduced by the premium received on the option, reflects the lower price it is willing to pay.
Following the writing of a put option, an underlying fund may wish to terminate the obligation to buy the security underlying the option by effecting a closing purchase transaction. This is accomplished by buying an option of the same series as the option previously written. However, an underlying fund may not affect such a closing transaction after it has been notified of the exercise of the option.
Foreign Currency Options: Underlying funds may buy or sell put and call options on foreign currencies either on exchanges or in the OTC market. A put option on a foreign currency gives the purchaser of the option the right to sell a foreign currency at the exercise price until the option expires. A call option on a foreign currency gives the purchaser of the option the right to purchase the currency at the exercise price until the option expires. Currency options traded on U.S. or other exchanges may be subject to position limits that may limit the ability of an underlying fund to reduce foreign currency risk using such options.
Swap Agreements Risk. Underlying funds may enter into interest rate, index, credit default, equity, and currency exchange rate swap agreements. These transactions would be entered into in an attempt to obtain a particular return when it is considered desirable to do so, possibly at a lower cost to a fund than if the underlying fund had invested directly in the asset that yielded the desired return. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or swapped between the parties are generally calculated with respect to a normal amount, i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a basket of securities representing a particular index.
An underlying fund may enter into credit default swap agreements. The buyer in a credit default contract is obligated to pay the seller a periodic stream of payments over the term of the contract provided that no credit event with respect to any underlying reference obligation has occurred. If a credit event occurs, the seller typically must pay the buyer the par value (full notional value) of the reference obligation in exchange for the reference obligation. An underlying fund may either be the buyer or the seller in the transaction. If an underlying fund is a buyer and no credit event occurs, the fund loses its investment and recovers nothing. However, if a credit event occurs, the buyer receives full notional value for a reference obligation that may have little or no value. As a seller, an underlying fund typically receives a fixed rate of income throughout the term of the contract, which typically is between six months and three years, provided a credit event does not occur. If a credit event occurs, the seller typically must pay the buyer the full notional amount of the reference obligation even though the reference obligation may have little or no value. Credit default swaps involve more risk than if an underlying fund had
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invested in the reference obligation directly because the fund can obtain credit exposure in excess of its cash obligations under the agreement.
Many swap agreements entered into by an underlying fund calculate the obligations of the parties to the agreement on a net basis. Consequently, the underlying funds current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the net amount). Payments under certain swap agreements, however, including credit default swaps, are not calculated on a net basis. For example, when an underlying fund sells credit protection, it has an obligation to pay the buyer the full notional value of the reference obligation, which amount generally is not determined on a net basis.
Whether an underlying funds use of swap agreements will be successful in furthering its investment objective will depend on the funds advisers ability to correctly predict whether certain types of investments are likely to produce greater returns than other investments. Because they are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid investments. Moreover, an underlying fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Generally, an underlying fund will enter into swap agreements only with counterparties that meet certain standards for creditworthiness (generally, such counterparties would have to be eligible counterparties under the terms of the funds repurchase agreement guidelines). Certain restrictions imposed by the Code for qualification as a regulated investment company may limit an underlying funds ability to use swap agreements.
Commodity-Linked Derivative Instruments Risk. An underlying fund may invest in commodity-linked derivative instruments, including structured notes. The value of a commodity-linked derivative instrument typically is based on the price movements of a particular commodity, a commodity futures contract or commodity index, or some other readily measurable economic variable dependent upon changes in the value of commodities or the commodities markets.
An underlying fund may invest in derivative debt instruments with principal and/or coupon payments linked to the value of commodities, commodity futures contracts, or the performance of commodity indices. These are commodity-linked or index-linked notes. They are sometimes referred to as structured notes because the terms of the debt instrument may be structured by the issuer of the note and the purchaser of the note, such as the underlying fund. These notes may be issued by banks, brokerage firms, insurance companies and other corporations.
The values of these notes will rise and fall in response to changes in the underlying commodity or related index or investment. These notes expose the underlying fund economically to movements in commodity prices, but a particular note is primarily a debt obligation. These notes also are subject to credit and interest rate risks that in general affect the value of debt securities. Therefore, at the maturity of the note, the underlying fund may receive more or less principal than it originally invested. The underlying fund might receive interest payments on the note that are more or less than the stated coupon interest rate payments.
The structured notes an underlying fund enters into are expected to involve leverage, meaning that the value of the instrument will be calculated as a multiple of the upward or downward price movement of the underlying index. The prices of commodity-linked instruments may move in different directions than investments in traditional equity and debt securities in periods of rising inflation. Of course, there can be no guarantee that the underlying funds commodity-linked investments would not be correlated with traditional financial assets under any particular market conditions.
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Commodity-linked structured notes may be issued by U.S. and foreign banks, brokerage firms, insurance companies and other corporations. These notes are debt securities of the issuer and so, in addition to fluctuating in response to changes in the underlying commodity index, will be subject to credit and interest rate risks that typically affect debt securities.
Distressed and Defaulted Securities Risk
The underlying funds may invest in the securities of financially distressed and bankrupt issuers, including debt obligations that are in covenant or payment default. Such investments generally trade significantly below par and are considered speculative. The repayment of defaulted obligations is subject to significant uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments. Typically such workout or bankruptcy proceedings result in only partial recovery of cash payments or an exchange of the defaulted obligation for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative.
Equity Risk
Underlying funds may invest long or short in a wide variety of equities, including U.S., foreign and emerging market equities, as well as large cap, mid-cap and small cap stocks. Equities and securities with equity characteristics entail various risks which can affect underlying funds.
Credit Risk . Credit risk is the risk that the issuer of a security or counterparty to a transaction will be unable or unwilling to make timely principal and/or interest payments, or otherwise will be unable or unwilling to honor its financial obligations. If the issuer or counterparty fails to honor its obligations, the value of that security and of the particular underlying funds shares may be reduced.
Market Risk . Overall stock market risks affect the value of underlying funds, and thus the share price of the Fund. Factors such as domestic economic growth and market conditions, interest rate levels and political events affect the securities markets.
Small and Mid-Cap Company Risk . Investing in underlying funds that own securities of small- and mid-cap companies may involve greater risks than investing in securities of larger, more established companies. Small- and mid-cap companies generally have limited product lines, markets and financial resources. Their securities may trade less frequently and in more limited volume than the securities of larger, more established companies. Also, small- and mid-cap companies are typically subject to greater changes in earnings and business prospects than larger companies. As a result, their stock prices may experience greater volatility and may decline significantly in market downturns.
Foreign Securities Risk . Investing in underlying funds that invest in foreign issuers involves risks not associated with U.S. investments, including settlement risks, currency fluctuation, local withholding and other taxes, different financial reporting practices and regulatory standards, high costs of trading, changes in political conditions, expropriation, investment and repatriation restrictions and settlement and custody risks.
Emerging Market Risk . The Fund may invest in underlying funds that invest in issuers located in emerging markets. Emerging market countries may have relatively unstable governments, less diverse economies and less liquid securities markets. Companies in emerging markets are often smaller, less seasoned and more recently organized.
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Exchange-Traded Note Risk
Underlying funds may invest in ETNs. The returns of ETNs are based on the performance of a specified market index minus applicable fees. The risks of ETNs include the risks that may affect the value of the reference index. The value of an ETN is also subject to the credit risk of the issuer. Thus, the value of an ETN may drop due to a decline in an issuers credit quality or a downgrade in the issuers credit rating, even if there is no change or an increase in the reference index. ETNs are subject to the additional risk that notes may trade at a premium or discount to their reference index. When the Fund invests in an ETN, shareholders of the Fund bear their proportionate share of the ETNs fees and expenses as well as their share of the funds fees and expenses. There may also not be an active trading market available for some ETNs. Additionally, trading of ETNs may be halted or delisted by the listing exchange.
Fixed Income Risk
Underlying funds may invest long or short in a wide variety of fixed income securities and instruments. Fixed income securities and instruments entail various risks which can affect underlying funds.
Credit Risk . Credit risk is the risk that the issuer or guarantor of a debt security or counterparty to a transaction involving one or more bonds in an underlying funds portfolio will be unable or unwilling to make timely principal and/or interest payments, or otherwise will be unable or unwilling to honor its financial obligations. If the issuer, guarantor, or counterparty fails to pay interest, an underlying funds income may be reduced. If the issuer, guarantor, or counterparty fails to repay principal, the value of that security and of the particular underlying funds shares may be reduced. Underlying funds may be subject to credit risk to the extent that they invest in debt securities which involve a promise by a third party to honor an obligation with respect to the debt security. Credit risk is particularly significant for investments in junk bonds or lower than investment-grade securities.
Interest Rate Risk . The price of a bond or a fixed income security is dependent upon interest rates. Therefore, the share price and total return of an underlying fund, when investing a significant portion of its assets in bonds or fixed income securities, will vary in response to changes in interest rates. A rise in interest rates generally causes the value of a bond to decrease, and vice versa. There is the possibility that the value of the particular underlying funds investment in bonds or fixed income securities may fall because bonds or fixed income securities generally fall in value when interest rates rise. The longer the remaining term of a bond or fixed income instrument, the more sensitive it will be to fluctuations in value from interest rate changes. Changes in interest rates may have a significant effect if the particular underlying fund is then holding a significant portion of its assets in fixed income securities with long-term maturities.
In the case of mortgage-backed securities, rising interest rates tend to extend the term to maturity of the securities, making them even more susceptible to interest rate changes. When interest rates drop the yield can also drop, particularly where the yield is tied to changes in interest rates, such as adjustable mortgages. Also when interest rates drop, the holdings of mortgage-backed securities by an underlying fund can reduce returns if the owners of the underlying mortgages pay off their mortgages sooner than expected since the funds prepaid must be reinvested at the then lower prevailing rates. This is known as prepayment risk. When interest rates rise, the holdings of mortgage-backed securities by an underlying fund can reduce returns if the owners of the underlying mortgages pay off their mortgages later than anticipated. This is known as extension risk.
Maturity Risk . Maturity risk is another factor that can affect the value of a particular underlying funds debt holdings. Certain underlying funds may not have a limitation policy regarding the length of maturity
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of its debt holdings. In general, the longer the maturity of a debt obligation, the higher its yield and the greater its sensitivity to changes in interest rates. Conversely, the shorter the maturity, the lower the yield and the greater the price stability.
Investment-Grade Securities Risk . Debt securities are rated by national bond rating agencies. Securities rated BBB by S&P or Fitchs Investor Service, Inc. (Fitch) or Baa by Moodys are considered investment-grade securities, but are somewhat riskier than more highly rated investment-grade obligations (those rated A or better by S&P or Fitch and Aa or better by Moodys) because they are regarded as having only an adequate capacity to pay principal and interest, are considered to lack outstanding investment characteristics, and may be speculative. Such investment-grade securities will be subject to higher credit risk and may be subject to greater fluctuations in value than higher-rated securities.
Municipal Securities Risk . Municipal securities are subject to the risk that litigation, legislation or other political events, local business or economic conditions or the bankruptcy of the issuer could have a significant effect on an issuers ability to make payments of principal and/or interest.
Municipal securities can be significantly affected by political changes as well as uncertainties in the municipal market related to taxation, legislative changes or the rights of municipal security holders. Because many securities are issued to finance similar projects, especially those relating to education, health care, transportation and utilities, conditions in those sectors can affect the overall municipal market. In addition, changes in the financial condition of an individual municipal insurer can affect the overall municipal market.
Municipal securities backed by current or anticipated revenues from a specific project or specific assets can be negatively affected by the discontinuance of the taxation supporting the project or assets or the inability to collect revenues from the project or from the assets. If the Internal Revenue Service (IRS) determines an issuer of a municipal security has not complied with applicable federal income tax requirements, interest from the security could become taxable for federal income tax purposes and the security could decline significantly in value.
Below Investment Grade (High Yield) Debt Securities Risk
Fixed income securities rated Ba or lower by Moodys or BB or lower by S&P, frequently referred to as junk bonds, are considered to be of poor standing and predominantly speculative. They generally offer higher yields than higher rated bonds. Such securities are subject to a substantial degree of credit risk. Such medium- and low-grade bonds held by an underlying fund may be issued as a consequence of corporate restructurings, such as leveraged buy-outs, mergers, acquisitions, debt recapitalizations or similar events. Additionally, high-yield bonds are often issued by smaller, less creditworthy companies or by highly leveraged firms, which are generally less able than more financially stable firms to make scheduled payments of interest and principal. The risks posed by bonds issued under such circumstances are substantial. Changes by recognized rating agencies in their rating of any security and in the ability of an issuer to make payments of interest and principal will ordinarily have a more dramatic effect on the values of these investments than on the values of higher-rated securities. Such changes in value will not affect cash income derived from these securities, unless the issuers fail to pay interest or dividends when due. Such changes will, however, affect an underlying funds net asset value per share.
In the past, the high yields from low-grade bonds have more than compensated for the higher default rates on such securities. However, there can be no assurance that diversification will protect an underlying fund from widespread bond defaults brought about by a sustained economic downturn, or that yields will continue to offset default rates on high-yield bonds in the future. Issuers of these securities are often highly leveraged, so that their ability to service their debt obligations during an economic downturn or
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during sustained periods of rising interest rates may be impaired. In addition, such issuers may not have more traditional methods of financing available to them and may be unable to repay debt at maturity by refinancing.
The value of lower-rated debt securities will be influenced not only by changing interest rates, but also by the bond markets perception of credit quality and the outlook for economic growth. When economic conditions appear to be deteriorating, low- and medium-rated bonds may decline in market value due to investors heightened concern over credit quality, regardless of prevailing interest rates. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and liquidity of lower-rated securities held by an underlying fund, especially in a thinly traded market. Illiquid or restricted securities held by an underlying fund may involve valuation difficulties. Trading in the secondary market for high-yield bonds may become thin and market liquidity may be significantly reduced. Even under normal conditions, the market for high-yield bonds may be less liquid than the market for investment-grade corporate bonds. There are fewer securities dealers in the high-yield market, and purchasers of high-yield bonds are concentrated among a smaller group of securities dealers and institutional investors. In periods of reduced market liquidity, high-yield bond prices may become more volatile.
Lower-Rated Securities Market An economic downturn or increase in interest rates is likely to have an adverse effect on the lower-rated securities market generally (resulting in more defaults) and on the value of lower-rated securities contained in the portfolios of an underlying fund which holds these securities.
Sensitivity to Economic and Interest Rate Changes The economy and interest rates can affect lower-rated securities differently from other securities. For example, the prices of lower-rated securities are more sensitive to adverse economic changes or individual corporate developments than are the prices of higher-rated investments. Also, during an economic downturn or substantial period of rising interest rates, highly leveraged issuers may experience financial stress which would adversely affect their ability to service their principal and interest payment obligations, to meet projected business goals or to obtain additional financing. If the issuer of a lower-rated security defaulted, an underlying fund may incur additional expenses to seek recovery. In addition, periods of economic uncertainty and changes can be expected to result in increased volatility of market prices of lower-rated securities and an underlying funds net asset values.
Liquidity and Valuation To the extent that an established secondary market does not exist and a particular obligation is thinly traded, the obligations fair value may be difficult to determine because of the absence of reliable, objective data. As a result, an underlying funds valuation of the obligation and the price it could obtain upon its disposition could differ.
Credit Ratings The credit ratings of Moodys and S&P are evaluations of the safety of principal and interest payments of lower-rated securities. There is a risk that credit rating agencies may fail to timely change the credit ratings to reflect subsequent events. Therefore, in addition to using recognized rating agencies and other sources, an underlying funds investment adviser or subadviser also performs its own analysis of issuers in selecting investments for an underlying fund. An underlying funds investment adviser or subadvisers analysis of issuers may include, among other things, historic and current financial condition, current and anticipated cash flow and borrowing strength of management, responsiveness to business conditions, credit standing and current and anticipated results of operations.
Yields and Ratings The yields on certain obligations are dependent on a variety of factors, including general market conditions, conditions in the particular market for the obligation, the financial condition of the issuer, the size of the offering, the maturity of the obligation and the ratings of the issue. The ratings of Moodys and S&P represent their respective opinions as to the quality of the obligations they
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undertake to rate. Ratings, however, are general and are not absolute standards of quality. Consequently, obligations with the same rating, maturity and interest rate may have different market prices.
While any investment carries some risk, certain risks associated with lower-rated securities are different from those for investment-grade securities. The risk of loss through default is greater because lower-rated securities are usually unsecured and are often subordinate to an issuers other obligations. Additionally, the issuers of these securities frequently have high debt levels and are thus more sensitive to difficult economic conditions, individual corporate developments and rising interest rates. Consequently, the market price of these securities may be quite volatile and may result in wider fluctuations of an underlying funds net asset value per share.
Geographical Concentration Risk
Certain underlying funds that focus their investments in particular countries or geographic regions may be particularly susceptible to economic, political or regulatory events affecting those countries or regions. In addition, currency devaluations could occur in countries that have not yet experienced currency devaluation to date, or could continue to occur in countries that have already experienced such devaluations. As a result, underlying funds that focus their investments in a particular geographic region or country may be more volatile than a more geographically diversified fund.
Correlation Risk
There is a risk that changes in the value of hedging instruments used on underlying funds will not match those of the investment being hedged. Underlying funds benchmarked to an inverse multiple of an index should lose value as the index or security underlying such ETFs benchmark is increasing (gaining value), a result that is the opposite from traditional mutual funds.
Borrowing/Leverage Risk
Underlying funds may borrow money for investment purposes, commonly referred to as leveraging. As a result, the underlying funds exposure to fluctuations in the price of its assets will be increased as compared to its exposure if the fund did not borrow. Borrowing activities by an underlying fund will amplify any increase or decrease in the net asset value of the fund. In addition, the interest which the underlying fund pays on borrowed money, together with the additional costs of maintaining a borrowing facility, are additional costs borne by the fund and could reduce or eliminate any net investment profits. Unless profits on assets acquired with borrowed funds exceed the costs of borrowing, the use of borrowing will diminish the investment performance of the underlying fund compared with what it would have been without borrowing. When the underlying fund borrows money it must comply with certain asset coverage requirements, which at times may require the fund to dispose of some of its portfolio holdings even though it may be disadvantageous to do so at the time.
Short Sales Risk
Underlying funds may sell securities short. Selling securities short involves selling securities the seller (e.g., a fund) does not own (but has borrowed) in anticipation of a decline in the market price of such securities. To deliver the securities to the buyer, the seller must arrange through a broker to borrow the securities and, in so doing, the seller becomes obligated to replace the securities borrowed at their market price at the time of the replacement. In a short sale, the proceeds the seller receives from the sale are retained by a broker until the seller replaces the borrowed securities. The seller may have to pay a premium to borrow the securities and must pay any dividends or interest payable on the securities until they are replaced.
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A short sale is against the box if, at all times during which the short position is open, a fund owns at least an equal amount of the securities or securities convertible into, or exchangeable without further consideration for, securities of the same issuer as the securities that are sold short.
An underlying fund may also maintain short positions in forward currency exchange transactions, in which a fund agrees to exchange currency that it does not own at that time for another currency at a future date and specified price in anticipation of a decline in the value of the currency sold short relative to the currency that a fund has contracted to receive in the exchange.
Short sales involve the risk that an underlying fund will incur a loss by subsequently buying a security at a higher price than the price at which the underlying fund previously sold the security short. Any loss will be increased by the amount of compensation, dividends or interest the fund must pay to the lender of the security. Because a loss incurred by an underlying fund on a short sale results from increases in the value of the security, losses on a short sale are theoretically unlimited and disproportionate to its potential profit. In addition, an underlying fund may not be able to close out a short position at a particular time or at an acceptable price. A lender may request that borrowed securities be returned on short notice, and the underlying fund may have to buy the securities sold short at an unfavorable price. If this occurs at a time when other short sellers of the same security want to close out their positions, it is more likely that the underlying fund would have to close out its short position at an unfavorable price.
If an underlying fund takes both long and short positions, there is a risk that the value of securities held long might decrease and the value of securities sold short might increase in response to activities of an individual company or general market conditions. In this case, an underlying funds potential losses could exceed those of mutual funds that hold only long positions.
Real Estate Investment Trust Risk
Investing in underlying funds that own securities of real estate investment trusts (REITs) subjects the underlying fund to the risk of changes in the value of the REITs properties and defaults by borrowers or tenants. Some REITs may have limited diversification and may be subject to risks inherent in investments in a limited number of properties, in a narrow geographic area, or in a single property type. REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unitholders, and may be subject to defaults by borrowers and self-liquidations. A REITs return may be adversely affected when interest rates are high or rising. A REITs return may be adversely affected if financing is not readily available or if regulations governing REITs change.
Non-Diversified Risk
Certain underlying funds have the ability to concentrate a relatively high percentage of their investments in the securities of a small number of issuers. This would make the performance of the underlying fund more susceptible to a single economic, political or regulatory event than a diversified mutual fund or ETF might be. This risk may be particularly acute with respect to an underlying fund whose index underlying its benchmark comprises a small number of stocks or other securities.
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The investment objective of each Fund and investment restrictions set forth below are fundamental policies and may not be changed as to a Fund without the approval of a majority of the outstanding voting shares (as defined in the 1940 Act) of the Fund. Unless otherwise indicated, all percentage limitations governing the investments of each Fund apply only at the time of transaction. Accordingly, if a percentage restriction is adhered to at the time of investment, a later increase or decrease in the percentage which results from a relative change in values or from a change in a Funds total assets will not be considered a violation.
The Funds subject to each investment restriction are listed below such restriction. The applicable Funds may not :
(1) Purchase or sell real estate (but this restriction shall not prevent the Funds from investing directly or indirectly in portfolio instruments secured by real estate or interests therein or acquiring securities of real estate investment trusts or other issuers that deal in real estate), interests in oil, gas and/or mineral exploration or development programs or leases.
ASTON/Montag & Caldwell Growth
ASTON/Cornerstone Large Cap Value
ASTON/TAMRO Diversified Equity
ASTON/Fairpointe Mid Cap
ASTON/TAMRO Small Cap
ASTON/TCH Fixed Income
ASTON/Harrison Street Real Estate
ASTON/Montag & Caldwell Balanced
(2) Purchase or sell real estate (but this restriction shall not prevent the Funds from investing directly or indirectly in portfolio instruments secured by real estate or interests therein or acquiring securities of real estate investment trusts or other issuers that deal in real estate).
ASTON/Herndon Large Cap Value
ASTON/River Road Dividend All Cap Value
ASTON/River Road Dividend All Cap Value II
ASTON/Montag & Caldwell Mid Cap Growth
ASTON/River Road Select Value
ASTON/River Road Small Cap Value
ASTON/River Road Independent Value
ASTON/LMCG Small Cap Growth
ASTON/DoubleLine Core Plus Fixed Income
ASTON/Lake Partners LASSO Alternatives
ASTON/Anchor Capital Enhanced Equity
ASTON/River Road Long-Short
ASTON/Barings International
ASTON/Silvercrest Small Cap
ASTON/LMCG Emerging Markets
ASTON/Guardian Capital Global Dividend
ASTON/Pictet International
(3) Purchase the securities of issuers conducting their principal business activities in the same industry (other than obligations issued or guaranteed by the U.S. government, its agencies or
53
instrumentalities) if immediately after such purchase the value of a Funds investments in such industry would exceed 25% of the value of the total assets of the Fund, except ASTON/Harrison Street Real Estate Fund , which will have a concentration in the real estate sector.
ASTON/Montag & Caldwell Growth
ASTON/Herndon Large Cap Value
ASTON/Cornerstone Large Cap Value
ASTON/TAMRO Diversified Equity
ASTON/River Road Dividend All Cap Value
ASTON/River Road Dividend All Cap Value II
ASTON/Fairpointe Mid Cap
ASTON/Montag & Caldwell Mid Cap Growth
ASTON/TAMRO Small Cap
ASTON/River Road Select Value
ASTON/River Road Small Cap Value
ASTON/River Road Independent Value
ASTON/LMCG Small Cap Growth
ASTON/DoubleLine Core Plus Fixed Income
ASTON/TCH Fixed Income
ASTON/Anchor Capital Enhanced Equity
ASTON/River Road Long-Short
ASTON/Barings International
ASTON/Harrison Street Real Estate
ASTON/Montag & Caldwell Balanced
ASTON/Silvercrest Small Cap
ASTON/LMCG Emerging Markets
ASTON/Guardian Capital Global Dividend
ASTON/Pictet International
(4) Act as an underwriter of securities, except that, in connection with the disposition of a security, a Fund may be deemed to be an underwriter as that term is defined in the 1933 Act.
ASTON/Montag & Caldwell Growth
ASTON/Herndon Large Cap Value
ASTON/Cornerstone Large Cap Value
ASTON/TAMRO Diversified Equity
ASTON/River Road Dividend All Cap Value
ASTON/River Road Dividend All Cap Value II
ASTON/Fairpointe Mid Cap
ASTON/Montag & Caldwell Mid Cap Growth
ASTON/TAMRO Small Cap
ASTON/River Road Select Value
ASTON/River Road Small Cap Value
ASTON/River Road Independent Value
ASTON/LMCG Small Cap Growth
ASTON/DoubleLine Core Plus Fixed Income
ASTON/TCH Fixed Income
ASTON/Lake Partners LASSO Alternatives
ASTON/Anchor Capital Enhanced Equity
ASTON/River Road Long-Short
ASTON/Barings International
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ASTON/Harrison Street Real Estate
ASTON/Montag & Caldwell Balanced
ASTON/Silvercrest Small Cap
ASTON/LMCG Emerging Markets
ASTON/Guardian Capital Global Dividend
ASTON/Pictet International
(5) As to 75% of the total assets of each Fund, purchase the securities of any one issuer (other than securities issued by the U.S. government or its agencies or instrumentalities) if immediately after such purchase, more than 5% of the value of the Funds total assets would be invested in securities of such issuer.
ASTON/Montag & Caldwell Growth
ASTON/TAMRO Diversified Equity
ASTON/Fairpointe Mid Cap
ASTON/TAMRO Small Cap
ASTON/River Road Small Cap Value
ASTON/TCH Fixed Income
ASTON/Montag & Caldwell Balanced
(6) Borrow money or issue senior securities, except that each Fund may borrow from banks and enter into reverse repurchase agreements for temporary purposes in amounts up to one-third of the value of its total assets at the time of such borrowing. The Funds may not mortgage, pledge or hypothecate any assets, except in connection with any such borrowing and in amounts not in excess of the lesser of the dollar amounts borrowed or 10% of the value of the total assets of the Fund at the time of its borrowing. All borrowings will be done from a bank and asset coverage of at least 300% is required. A Fund will not purchase securities when borrowings exceed 5% of that Funds total assets.
ASTON/Montag & Caldwell Growth
ASTON/TAMRO Diversified Equity
ASTON/River Road Dividend All Cap Value
ASTON/Fairpointe Mid Cap
ASTON/TAMRO Small Cap
ASTON/River Road Small Cap Value
ASTON/TCH Fixed Income
ASTON/Montag & Caldwell Balanced
(7) Invest more than 5% of its total assets in securities of companies less than three years old. Such three-year periods shall include the operation of any predecessor trust or companies.
ASTON/Montag & Caldwell Growth
ASTON/TAMRO Diversified Equity
ASTON/Fairpointe Mid Cap
ASTON/TAMRO Small Cap
ASTON/River Road Small Cap Value
ASTON/TCH Fixed Income
ASTON/Montag & Caldwell Balanced
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(8) Purchase or sell commodities or commodity contracts, except that a Fund may enter into futures contracts and options thereon in accordance with such Funds investment objectives and policies.
ASTON/Montag & Caldwell Growth
ASTON/Herndon Large Cap Value
ASTON/TAMRO Diversified Equity
ASTON/River Road Dividend All Cap Value
ASTON/Fairpointe Mid Cap
ASTON/Montag & Caldwell Mid Cap Growth
ASTON/TAMRO Small Cap
ASTON/River Road Select Value
ASTON/River Road Small Cap Value
ASTON/River Road Independent Value
ASTON/LMCG Small Cap Growth
ASTON/DoubleLine Core Plus Fixed Income
ASTON/TCH Fixed Income
ASTON/Anchor Capital Enhanced Equity
ASTON/River Road Long-Short
ASTON/Barings International
ASTON/Montag & Caldwell Balanced
ASTON/Silvercrest Small Cap
(9) Make investments in securities for the purpose of exercising control.
ASTON/Montag & Caldwell Growth
ASTON/Herndon Large Cap Value
ASTON/TAMRO Diversified Equity
ASTON/River Road Dividend All Cap Value
ASTON/River Road Dividend All Cap Value II
ASTON/Fairpointe Mid Cap
ASTON/Montag & Caldwell Mid Cap Growth
ASTON/TAMRO Small Cap
ASTON/River Road Select Value
ASTON/River Road Small Cap Value
ASTON/River Road Independent Value
ASTON/LMCG Small Cap Growth
ASTON/DoubleLine Core Plus Fixed Income
ASTON/TCH Fixed Income
ASTON/Lake Partners LASSO Alternatives
ASTON/Anchor Capital Enhanced Equity
ASTON/River Road Long-Short
ASTON/Barings International
ASTON/Montag & Caldwell Balanced
ASTON/Silvercrest Small Cap
ASTON/LMCG Emerging Markets
ASTON/Guardian Capital Global Dividend
ASTON/Pictet International
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(10) Purchase the securities of any one issuer if, immediately after such purchase, a Fund would own more than 10% of the outstanding voting securities of such issuer.
ASTON/Montag & Caldwell Growth
ASTON/Herndon Large Cap Value
ASTON/TAMRO Diversified Equity
ASTON/River Road Dividend All Cap Value
ASTON/Fairpointe Mid Cap
ASTON/Montag & Caldwell Mid Cap Growth
ASTON/TAMRO Small Cap
ASTON/River Road Select Value
ASTON/River Road Small Cap Value
ASTON/TCH Fixed Income
ASTON/Anchor Capital Enhanced Equity
ASTON/Barings International
ASTON/Montag & Caldwell Balanced
(11) Sell securities short or purchase securities on margin, except such short-term credits as are necessary for the clearance of transactions. For this purpose, the deposit or payment by a Fund for initial or maintenance margin in connection with futures contracts is not considered to be the purchase or sale of a security on margin.
ASTON/Montag & Caldwell Growth
ASTON/Herndon Large Cap Value
ASTON/TAMRO Diversified Equity
ASTON/River Road Dividend All Cap Value
ASTON/Fairpointe Mid Cap
ASTON/Montag & Caldwell Mid Cap Growth
ASTON/TAMRO Small Cap
ASTON/River Road Select Value
ASTON/River Road Small Cap Value
ASTON/LMCG Small Cap Growth
ASTON/DoubleLine Core Plus Fixed Income
ASTON/TCH Fixed Income
ASTON/Lake Partners LASSO Alternatives
ASTON/Anchor Capital Enhanced Equity
ASTON/Barings International
ASTON/Montag & Caldwell Balanced
(12) Make loans, except that this restriction shall not prohibit (a) the purchase and holding of debt instruments in accordance with a Funds investment objectives and policies, (b) the lending of portfolio securities, or (c) the entry into repurchase agreements with banks or broker-dealers.
ASTON/Montag & Caldwell Growth
ASTON/Herndon Large Cap Value
ASTON/TAMRO Diversified Equity
ASTON/River Road Dividend All Cap Value
ASTON/Fairpointe Mid Cap
ASTON/Montag & Caldwell Mid Cap Growth
ASTON/TAMRO Small Cap
ASTON/River Road Select Value
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ASTON/River Road Small Cap Value
ASTON/LMCG Small Cap Growth
ASTON/DoubleLine Core Plus Fixed Income
ASTON/TCH Fixed Income
ASTON/Lake Partners LASSO Alternatives
ASTON/Anchor Capital Enhanced Equity
ASTON/Barings International
ASTON/Montag & Caldwell Balanced
(13) Invest in puts, calls, straddles or combinations thereof, except to the extent disclosed in the SAI.
ASTON/Montag & Caldwell Growth
ASTON/Herndon Large Cap Value
ASTON/TAMRO Diversified Equity
ASTON/River Road Dividend All Cap Value
ASTON/Fairpointe Mid Cap
ASTON/Montag & Caldwell Mid Cap Growth
ASTON/TAMRO Small Cap
ASTON/River Road Select Value
ASTON/River Road Small Cap Value
ASTON/LMCG Small Cap Growth
ASTON/DoubleLine Core Plus Fixed Income
ASTON/TCH Fixed Income
ASTON/Lake Partners LASSO Alternatives
ASTON/Barings International
ASTON/Montag & Caldwell Balanced
(14) Borrow money or issue senior securities, except that a Fund may borrow from banks and enter into reverse repurchase agreements for temporary purposes in amounts up to one-third of the value of its total assets at the time of such borrowing.
ASTON/Herndon Large Cap Value
ASTON/Montag & Caldwell Mid Cap Growth
ASTON/River Road Select Value
ASTON/LMCG Small Cap Growth
ASTON/DoubleLine Core Plus Fixed Income
ASTON/Lake Partners LASSO Alternatives
ASTON/Anchor Capital Enhanced Equity
ASTON/Barings International
(15) As to 75% of the total assets of the Fund, purchase the securities of any one issuer (other than cash, other investment companies and securities issued by the U.S. government or its agencies or instrumentalities) if immediately after such purchase, more than 5% of the value of the Funds total assets would be invested in the securities of such issuer.
ASTON/Herndon Large Cap Value
ASTON/Montag & Caldwell Mid Cap Growth
ASTON/River Road Select Value
ASTON/LMCG Small Cap Growth
ASTON/Lake Partners LASSO Alternatives
ASTON/Anchor Capital Enhanced Equity
58
ASTON/Barings International
(16) Issue senior securities (as defined in the 1940 Act), except in connection with permitted borrowings as described above or as permitted by rule, regulation or order of the SEC.
ASTON/Herndon Large Cap Value
ASTON/Cornerstone Large Cap Value
ASTON/River Road Dividend All Cap Value
ASTON/River Road Dividend All Cap Value II
ASTON/Montag & Caldwell Mid Cap Growth
ASTON/River Road Select Value
ASTON/River Road Small Cap Value
ASTON/River Road Independent Value
ASTON/LMCG Small Cap Growth
ASTON/DoubleLine Core Plus Fixed Income
ASTON/Lake Partners LASSO Alternatives
ASTON/Anchor Capital Enhanced Equity
ASTON/River Road Long-Short
ASTON/Barings International
ASTON/Harrison Street Real Estate
ASTON/Silvercrest Small Cap
ASTON/LMCG Emerging Markets
ASTON/Guardian Capital Global Dividend
ASTON/Pictet International
(17) Purchase the securities of issuers conducting their principal business activities in the same industry (other than obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities) if immediately after such purchase the value of the Funds investments in such industry would exceed 25% of the value of the total assets of the Funds; provided that investments in another registered investment company are not considered to be issued by members of any industry.
ASTON/Lake Partners LASSO Alternatives
(18) Purchase or sell commodities or commodity contracts unless acquired as a result of ownership securities or other investments. This limitation does not preclude the Funds from entering into futures contracts and options thereon in accordance with the Funds investment objective and policies, from investing in securities or other instruments backed by commodities or from investing in companies, which are engaged in a commodities business or have a significant portion of their assets in commodities.
ASTON/Lake Partners LASSO Alternatives
(19) Borrow money, except that a Fund may borrow money (a) for temporary or emergency purposes in an amount not exceeding 5% of the Funds total assets determined at the time of the borrowing; and (b) from banks or by engaging in reverse repurchase agreements. Asset coverage of at least 300% is required for all borrowings, except where a Fund has borrowed money for temporary purposes in amounts not exceeding 5% of its total assets.
ASTON/Cornerstone Large Cap Value
ASTON/Harrison Street Real Estate
(20) Make loans, except as permitted by the 1940 Act, and the rules and regulations thereunder.
59
ASTON/Cornerstone Large Cap Value
ASTON/River Road Independent Value
ASTON/River Road Long-Short
ASTON/Harrison Street Real Estate
ASTON/River Road Dividend All Cap Value II
ASTON/Silvercrest Small Cap
ASTON/LMCG Emerging Markets
ASTON/Guardian Capital Global Dividend
ASTON/Pictet International
(21) Purchase securities of any issuer (except securities issued or guaranteed by the U.S. government, its agencies or instrumentalities and repurchase agreements involving such securities) if as a result more than 5% of the total assets of the Fund would be invested in the securities of such issuer or more than 10% of the outstanding voting securities of such issuer would be owned by the Fund. This restriction applies to 75% of the Funds assets.
ASTON/Cornerstone Large Cap Value
(22) As to 75% of the total assets of the Fund, (i) purchase the securities of any one issuer (other than cash, other investment companies and securities issued by the U.S. government or its agencies or instrumentalities) if immediately after such purchase, more than 5% of the value of the Funds total assets would be invested in securities of such issuer; or (ii) purchase more than 10% of the outstanding voting securities of such issuer.
ASTON/River Road Independent Value
ASTON/DoubleLine Core Plus Fixed Income
ASTON/River Road Dividend All Cap Value II
ASTON/Silvercrest Small Cap
ASTON/LMCG Emerging Markets
ASTON/Guardian Capital Global Dividend
ASTON/Pictet International
(23) Purchase securities on margin, except such short-term credits as are necessary for the clearance of transactions. For this purpose, the deposit or payment by the Fund for initial or maintenance margin in connection with futures contracts is not considered to be the purchase or sale of a security on margin.
ASTON/River Road Independent Value
ASTON/River Road Long-Short
ASTON/River Road Dividend All Cap Value II
ASTON/Silvercrest Small Cap
(24) Purchase securities on margin, except such short-term credits as are necessary for the clearance of transactions. For this purpose, the deposit or payment by the Fund for initial or maintenance margin in connection with futures contracts or other financial instruments is not considered to be the purchase or sale of a securitiy on margin.
ASTON/LMCG Emerging Markets
ASTON/Guardian Capital Global Dividend
ASTON/Pictet International
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(25) Borrow money, except that the Fund may borrow from banks and enter into reverse repurchase agreements for temporary purposes in amounts up to one-third of the value of its total assets at the time of such borrowing.
ASTON/River Road Independent Value
ASTON/River Road Long-Short
ASTON/River Road Dividend All Cap Value II
ASTON/Silvercrest Small Cap
ASTON/LMCG Emerging Markets
ASTON/Guardian Capital Global Dividend
ASTON/Pictet International
(26) Purchase physical commodities, except to the extent permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief or unless acquired as a result of the ownership of securities or instruments, but this restriction shall not prohibit the Fund from purchasing futures contracts, options, foreign currencies or forward contracts, swaps, caps, collars, floors and other financial instruments or from investing in securities of any kind.
ASTON/River Road Dividend All Cap Value II
ASTON/LMCG Emerging Markets
ASTON/Guardian Capital Global Dividend
ASTON/Pictet International
The underlying funds in which the ASTON/Lake Partners LASSO Alternatives Fund will invest have adopted certain investment restrictions that may be more or less restrictive than those listed for the Fund above, thereby allowing the Fund to participate in certain investment strategies indirectly that are prohibited under the fundamental investment restrictions listed above for the Fund. The investment restrictions for such underlying funds will be set forth in their respective prospectuses and statements of additional information.
With respect to limitation (8) above, such limitation should not be deemed to prohibit investments in forwards, swaps or other instruments that were not deemed commodity interests prior to July 21, 2010.
NON-FUNDAMENTAL INVESTMENT POLICIES
For purposes of ASTON/Harrison Street Real Estate Funds investment policies, a company is principally engaged in the real estate industry if (i) it derives at least 50% of its revenues or profits from the ownership, construction, management, financing, or sale of residential, commercial, or industrial real estate or (ii) it has at least 50% of the fair market value of its assets invested in residential, commercial, or industrial real estate. Companies in the real estate industry may include, but are not limited to, REITs or other securitized real estate investments, MLPs that are treated as corporations for federal income tax purposes and that invest in interests in real estate, real estate operating companies, real estate brokers or developers, financial institutions that make or service mortgages, and companies with substantial real estate holdings, such as lumber and paper companies, hotel companies, residential builders and land-rich companies.
ASTON/Cornerstone Large Cap Value and ASTON/Harrison Street Real Estate Funds each may enter into futures contract transactions only to the extent that obligations under such contracts represent less than 20% of the Funds assets. The aggregate value of option positions may not exceed 10% of a Funds net assets as of the time such options are entered into by a Fund.
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Each of ASTON/Herndon Large Cap Value Fund, ASTON/Cornerstone Large Cap Value Fund, ASTON/TAMRO Diversified Equity Fund, ASTON/Fairpointe Mid Cap Fund, ASTON/Montag & Caldwell Mid Cap Growth Fund, ASTON/TAMRO Small Cap Fund, ASTON/Silvercrest Small Cap Fund, ASTON/River Road Small Cap Value Fund, ASTON/LMCG Small Cap Growth Fund, ASTON/DoubleLine Core Plus Fixed Income Fund, ASTON/TCH Fixed Income Fund, ASTON/Lake Partners LASSO Alternatives Fund, ASTON/Anchor Capital Enhanced Equity Fund, ASTON/LMCG Emerging Markets Fund and ASTON/Harrison Street Real Estate Fund has a policy to invest, under normal circumstances, at least 80% of its assets in the type of investments suggested by its name as described in the Prospectus in accordance with Rule 35d-1 of the 1940 Act. Pursuant to such rule, shareholders will receive at least 60 days notice of a change of such policy. For purposes of each such policy, the term assets means net assets plus the amount of any borrowings for investment purposes.
TRUSTEES AND OFFICERS OF THE TRUST
Under Delaware law, the business and affairs of the Trust are managed under the direction of the Board. Information pertaining to the Trustees and officers of the Trust is set forth below. The term officer means the president, vice president, secretary, treasurer, controller or any other officer who performs a policy making function.
Name, Address, Age and
|
Term of Office (1) and Length of Time Served |
Principal Occupation(s)
|
Number of Portfolios in Fund Complex (2) Overseen by Trustee |
Other Trusteeships/ Directorships Held by Trustee During Past Five Years |
Experience,
Attributes, Skills for Board Membership |
|||||
Independent Trustees |
||||||||||
Bruce B. Bingham c/o Aston Funds 120 N. LaSalle Street Chicago, Illinois 60602 DOB: 12/1/48 Trustee |
Since 2014 | Partner, Hamilton Partners (real estate development firm) (1987-present) | 27 | Director of The Yacktman Funds, Inc. (2 portfolios); Trustee of AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (45 portfolios) | Significant mutual fund board experience; business experience as a partner of a real estate development and investment firm; familiar with financial statements. | |||||
William E. Chapman, II c/o Aston Funds 120 N. LaSalle Street Chicago, Illinois 60602 DOB: 9/23/41 Trustee; Independent Chairman |
Since 2010 | President and Owner, Longboat Retirement Planning Solutions (1998-Present); Trustee Emeritus of Bowdoin College (2013-Present); Trustee of Bowdoin College (2002-2013); Hewitt Associates, LLC (part time) (provider of Retirement and Investment Education Seminars) (2002-2009) | 27 | Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (45 portfolios) | Significant mutual fund board experience; significant executive experience with several financial services firms; continuing service as Independent Chairman of the Board and Chairman of the Trusts Nominating and Governance Committee. |
62
Edward J. Kaier c/o Aston Funds 120 N. LaSalle Street Chicago, Illinois 60602 DOB: 9/23/45 Trustee |
Since 2010 | Attorney at Law and Partner, Teeters Harvey Marrone & Kaier LLP (2007-present); Attorney at Law and Partner, Hepburn Willcox Hamilton & Putnam, LLP (1977-2007) | 27 | Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (45 portfolios) | Significant mutual fund board experience; practicing attorney; Chairman of the Trusts Audit Committee. | |||||
Kurt Keilhacker c/o Aston Funds 120 N. LaSalle Street Chicago, Illinois 60602 DOB: 10/5/63 Trustee |
Since 2014 | Managing Member, TechFund Europe (2000-Present); Managing Member, TechFund Capital (1997-Present); Trustee, Gordon College (2001-Present); Board Member, 6wind SA, (2002-Present); Managing Member, Clapham Partners I, LLC (2013-Present) | 27 | Trustee of AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (45 portfolios) | Significant board experience, including as a board member of private companies; significant experience as a managing member of private companies; significant experience in the venture capital industry; significant experience as co-founder of a number of technology companies. | |||||
Steven J. Paggioli c/o Aston Funds 120 N. LaSalle Street Chicago, Illinois 60602 DOB: 4/3/50 Trustee |
Since 2010 | Independent Consultant (2002-Present); Formerly Executive Vice President and Director, The Wadsworth Group (1986-2001); Executive Vice President, Secretary and Director, Investment Company Administration, LLC (1990-2001); Vice President, Secretary and Director, First Fund Distributors, Inc. (1991-2001) | 27 | Trustee, Professionally Managed Portfolios (45 portfolios); Advisory Board Member, Sustainable Growth Advisors, LP; Independent Director, Chase Investment Counsel.Trustee of AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (45 portfolios) | Significant board experience, including as a board member of mutual funds; significant executive experience with several financial services firms; former service with financial service regulator; Audit Committee financial expert. | |||||
Richard F. Powers III c/o Aston Funds 120 N. LaSalle Street Chicago, Illinois 60602 DOB: 2/2/46 Trustee |
Since 2014 | Adjunct Professor, Boston College (2011-present); President and CEO of Van Kampen Investments Inc. (1998-2003) | 27 | Director of Ameriprise Financial Inc. (2005-2009); Trustee of AMG Funds, AMG Funds I, AMG Funds II and AMG Fund III (45 portfolios) | Significant board experience; significant executive experience with several financial services firms; significant experience as President and Chief Executive Officer of a mutual fund complex. |
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Eric Rakowski c/o Aston Funds 120 N. LaSalle Street Chicago, Illinois 60602 DOB: 6/5/58 Trustee |
Since 2010 | Professor, University of California at Berkeley School of Law (1990-present) | 27 | Director of Harding, Loevner Funds, Inc. (6 portfolios); Trustee of Third Avenue Trust (5 portfolios); Trustee of Third Avenue Variable Trust (1 portfolio); Trustee of AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (45 portfolios) | Significant mutual fund board experience; former practicing attorney; currently professor of law. | |||||
Victoria Sassine c/o Aston Funds 120 N. LaSalle Street Chicago, Illinois 60602 DOB: 8/11/65 Trustee |
Since 2014 | Lecturer, Babson College (2007 present) | 27 | Trustee of AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (45 portfolios) | Currently professor of finance; significant business and finance experience in strategic financial and operation management positions in a variety of industries; accounting experience in a global accounting firm; experience as a board member of various organizations; Certified Public Accountant (inactive). | |||||
Thomas R. Schneeweis c/o Aston Funds 120 N. LaSalle Street Chicago, Illinois 60602 DOB: 5/10/47 Trustee |
Since 2010 | Professor Emeritus, University of Massachusetts (2013-Present); Partner, S Capital Management, LLC (2007-Present); President, TRS Associates (1982-Present); Director, CISDM at the University of Massachusetts, (1996-2013); President, Alternative Investment Analytics, LLC, (formerly Schneeweis Partners, LLC) (2001-2013); Professor of Finance, University of Massachusetts (1977-2013); Partner, White Bear Partners, LLC (2007-2010); Partner, Northampton Capital Management, LLC (2004-2010). | 27 | Trustee of AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (45 portfolios) | Significant mutual fund board experience; professor Emeritus of finance; significant executive experience with several investment partnerships. |
64
Interested Trustee |
||||||||||
Christine C. Carsman (3) c/o Aston Funds 120 N. LaSalle Street Chicago, Illinois 60602 DOB: 4/2/52 |
Since 2014 | Senior Vice President (2007-present) and Deputy General Counsel (2011-present); Chief Regulatory Counsel (2004-2011); Vice President (2004-2007), Affiliated Managers Group, Inc.; Chief Legal Officer, Aston Funds (2010-2014); Senior Counsel, Vice President and Director of Operational Risk Management and Compliance, Wellington Management Company, LLP (1995-2004) | 27 | Trustee of AMG Funds, AMG Funds I, AMG Funds II and AMG Funds III (45 portfolios) | Significant business, legal and risk management experience with several financial services firms; former practicing attorney at private law firm; significant experience as Chief Legal Officer. | |||||
Officer(s) Who Are Not Trustees |
||||||||||
Stuart D. Bilton, CFA c/o Aston Funds 120 N. LaSalle Street Chicago, Illinois 60602 Age:68 Chief Executive Officer and President |
Chief Executive Officer since 2010, President since 2014 | Chief Executive Officer and Chairman, Aston Asset Management, LLC (2006-present) | N/A | N/A | N/A | |||||
Gerald F. Dillenburg, CPA c/o Aston Funds 120 N. LaSalle Street Chicago, Illinois 60602 Age: 47 Senior Vice President, Secretary, Chief Operating Officer and Chief Compliance Officer |
Since 1996 | Chief Compliance Officer, Aston Asset Management, LLC (2006-present); Chief Financial Officer, Aston Asset Management, LLC (2006-2010) | N/A | N/A | N/A | |||||
Laura M. Curylo, CPA c/o Aston Funds 120 N. LaSalle Street Chicago, Illinois 60602 Age:46 Chief Financial Officer and Treasurer |
Since 2010 | Chief Financial Officer, Aston Asset Management, LLC (2010-present); Vice President and Controller, Aston Asset Management, LLC (2006-present) | N/A | N/A | N/A |
(1) A Trustee serves for an indefinite term until the earliest of: (i) removal by two-thirds of the Board or shareholders, (ii) resignation, death or incapacity, (iii) the election and qualification of his/her successor, in accordance with the By-Laws of the Trust, or (iv) the last day of the fiscal year in which he/she attains the age of 75 years. Officers serve for an indefinite term until the earliest of: (i) removal by the Board, (ii) resignation, death or incapacity, or (iii) the election and qualification of their successors, in accordance with the By-Laws of the Trust.
(2) | The term Fund Complex includes all series of Aston Funds. |
(3) Interested person of the Trust as defined in the 1940 Act. Ms. Carsman is considered an interested person because of her affiliation with Affiliated Managers Group, Inc., the ultimate parent of the investment adviser, and related entities.
Board of Trustees, Leadership Structure and Committees
Experience and Qualifications
The table above provides a summary of the experience, qualifications, attributes and skills of each Trustee in light of the Trusts business and structure. The Board believes that the significance of each Trustees experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Trustee may not have the same value for another) and that these factors are best evaluated at the Board level, with no single Trustee, or particular factor, being indicative of Board
65
effectiveness. However, the Board believes that Trustees need to be able to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Trust management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. The Board believes that each of its members has these abilities based upon their skills, experience, judgment, analytical ability, diligence, ability to work effectively with other Board members, and a commitment to the interests of shareholders. Experience relevant to having these abilities may be achieved through a Trustees educational background; business, professional training or practice (e.g., finance or law), or academic positions; experience from service as a board member (including the Board of the Trust) or as an executive of investment funds, other financial services firms, not-for-profit entities or other organizations; and/or other life experiences.
Board Structure
The Board has general oversight responsibility with respect to the business and affairs of the Trust. Because all Funds in the Fund Complex are series of the Trust, a single Board oversees the operations of all the Aston Funds. The Board establishes policies and reviews and approves contracts and their continuance. The Trustees regularly request and/or receive reports from the Adviser, the Trusts other service providers and the Trusts Chief Compliance Officer (the CCO). The Board currently is composed of ten Trustees, nine of whom are not interested persons (as that term is defined in the 1940 Act) and are designated in the table above as Independent Trustees. An Independent Trustee serves as the Chairman of the Board (the Independent Chairman). The Independent Chairman, among other things, chairs meetings of the Trustees, consults with the Chief Executive Officer on the agenda, and facilitates communication among the Independent Trustees, management of the Funds and the full Board. The Board believes that a chairman without any conflicts of interests arising from a position with Trust management promotes the independent oversight function of the Board.
The Board has established three standing committees. The Audit Committee is responsible for monitoring the Funds accounting policies, financial reporting and internal control system; monitoring the work of the Funds independent accountants; and providing an open avenue of communication among the independent accountants, Fund management and the Board. The Nominating and Governance Committee is primarily responsible for the identification and recommendation of individuals for Board membership and other governance matters. The Nominating and Governance Committee will consider nominees recommended by shareholders whose resumes have been submitted by U.S. mail or courier service to the Trusts Secretary for the attention of the Chairman of the Nominating and Governance Committee. All of the Independent Trustees serve as members of the Audit Committee and Nominating and Governance Committee. Mr. Kaier serves as Chairman of the Audit Committee. Mr. Chapman serves as Chairman of the Nominating and Governance Committee. The Valuation Committee is responsible for fair valuing securities of the Funds as may be necessary from time to time. The Valuation Committee members are Messrs. Schneeweis (Chairman), Chapman, Powers (alternate) and Rakowski (alternate). The Trusts day-to-day operations are managed by the Adviser and other service providers. The Board and the committees meet regularly throughout the year to review the Trusts activities, including, among others, fund performance, valuation matters and compliance with regulatory requirements, and to review contractual arrangements with service providers. The Audit Committee, Nominating and Governance Committee and Valuation Committee held two, two and zero meetings, respectively, during the fiscal year ended October 31, 2014.
Risk Oversight
Through its oversight role, through its committees and through the Trusts officers and service providers, the Board performs a risk oversight function for the Trust consisting, among other things, of the following activities: (1) receiving and reviewing reports related to the performance and operations of the Funds at
66
regular Board meetings, and on an ad hoc basis as needed; (2) reviewing and approving, as applicable, the compliance policies and procedures of the Trust; (3) meeting with portfolio management teams to review investment strategies, techniques and the processes used to manage related risks; (4) meeting with representatives of key service providers, including the Adviser, administrator, distributor, transfer agent, custodian and independent registered public accounting firm of the Funds, to review and discuss the activities of the Funds and to provide direction with respect thereto; and (5) receiving reports from the CCO on a variety of matters at regular and special meetings of the Board and its committees, as applicable, including matters relating to risk management. The Trusts treasurer also reports regularly to the Audit Committee on the Trusts internal controls and accounting and financial reporting policies and practices. The Audit Committee also receives reports from the Trusts independent registered public accounting firm on internal control and financial reporting matters. On at least a quarterly basis, the Board meets with the Trusts CCO, including separate meetings with the Independent Trustees in executive session, to discuss issues related to portfolio compliance and, on at least an annual basis, receives a report from the CCO regarding the effectiveness of the Trusts compliance program. In addition, the Board receives reports from the Adviser and subadvisers on the investments and securities trading of the Funds. The Board also receives reports from the Trusts primary service providers on a periodic or regular basis, including the Adviser and the Trusts custodian, distributor and transfer agent. The Board also requires the Adviser to report to the Board on other matters relating to risk management on a regular and as needed basis, including reports on testing the compliance procedures of the Trust and its service providers.
Fund Ownership
Set forth in the table below is the dollar range of equity securities held in each Fund and the aggregate dollar range of securities in the same family of investment companies beneficially owned by each current Trustee at December 31, 2014.
Name of Trustee | Dollar Range of Equity Securities in the Fund |
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies |
||
Independent Trustees |
||||
Bruce B. Bingham |
||||
William E. Chapman, II |
||||
Edward J. Kaier |
||||
Kurt Keilhacker |
||||
Steven J. Paggioli |
||||
Richard F. Powers, III |
||||
Eric Rakowski |
||||
Victoria Sassine |
||||
Thomas. R. Schneeweis |
||||
Interested Trustee |
||||
Christine Carsman |
None | None |
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Remuneration
The Trustees of the Trust who are not affiliated with the Adviser or any subadviser receive an annual retainer, meeting fees and reimbursement for out-of-pocket expenses for each meeting of the Board they attend. The Independent Chairman and standing committee chairs receive an additional retainer. No officer or employee of the Adviser or any subadviser or their affiliates receives any compensation from Aston Funds for acting as a Trustee of the Trust. The officers of the Trust receive no compensation directly from Aston Funds for performing the duties of their offices, except that the Trust compensates the Administrator for providing an officer to serve as the Funds Chief Compliance Officer.
The table below shows the total fees that were paid to each of the Trustees during the fiscal year ended October 31, 2014. No individual, including all Trustees and officers of the Trust, received more than $120,000 in aggregate compensation from the Trust for the same period.
Trustee |
Aggregate Compensation Received From the Trust |
Pension or Retirement Benefits Accrued (as part of Fund Expenses) |
Annual Benefits Upon Retirement |
Total Compensation from Trust and Fund Complex |
||||
Independent Trustees |
||||||||
Bruce B. Bingham 1 |
$ | NA | NA | $ | ||||
William E. Chapman, II |
NA | NA | ||||||
Edward J. Kaier |
NA | NA | ||||||
Kurt Keilhacker 1 |
NA | NA | ||||||
Steven J. Paggioli |
NA | NA | ||||||
Richard F. Powers, III 1 |
NA | NA | ||||||
Eric Rakowski |
NA | NA | ||||||
Victoria Sassine 1 |
NA | NA | ||||||
Thomas R. Schneeweis |
NA | NA | ||||||
Interested Trustee |
||||||||
Christine C. Carsman 1 |
NA | NA | NA | NA |
1 Messrs. Bingham, Keilhacker and Powers and Mses. Sassine and Carsman were elected Trustees at a shareholders meeting held on April 17, 2014.
As of January 30, 2015, Trustees and officers of the Trust as a group owned less than 1% of the outstanding shares of any class of each Fund, except for their ownership of: [ ]
Code of Ethics
The Trust, the Adviser, each Funds subadviser and the principal underwriter have each adopted a code of ethics (the Codes of Ethics) under Rule 17j-1 of the 1940 Act. The Codes of Ethics permit personnel, subject to the Codes of Ethics and their restrictive provisions, to invest in securities, including securities that may be purchased or held by the Trust on behalf of the Funds.
PROXY VOTING POLICIES AND PROCEDURES
The Trust has delegated the voting of portfolio securities on behalf of the Funds to the applicable subadviser. Each subadviser has adopted proxy voting policies and procedures (the Proxy Voting Policies and Procedures) for use in connection with determining how to vote proxies related to portfolio securities, including the procedures to be used if a vote presents a conflict of interest between the interests
68
of a Funds shareholders and those of the applicable subadviser. The Proxy Voting Policies and Procedures are included under Appendix B.
If a Fund relies on Section 12(d)(1)(F) in purchasing securities issued by another investment company, the Fund must either seek instructions from its shareholders with regard to the voting of all proxies with respect to its investment in such securities and vote such proxies only in accordance with the instructions, or vote the shares held by it in the same proportion as the vote of all other holders of the securities (echo voting). The Fund intends to vote such other investment companies shares in the same proportion as the vote of all other holders of such securities.
Information regarding how the Trust voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the Trusts website at www.astonfunds.com and on the SECs website at www.sec.gov .
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Listed below are the names and addresses of those shareholders who, as of January 30, 2015, owned of record or beneficially 5% or more of the shares of a class of a Fund. Shareholders who have the power to vote a large percentage of shares (at least 25% of the voting shares of a Fund) of a particular Fund can control the Fund and determine the outcome of a shareholder meeting.
ASTON/Montag & Caldwell Growth Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class |
ASTON/Herndon Large Cap Value Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class | |||
69
ASTON/Cornerstone Large Cap Value Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class |
ASTON/TAMRO Diversified Equity Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class |
ASTON/River Road Dividend All Cap Value Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class |
ASTON/River Road Dividend All Cap Value Fund II |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class |
ASTON/Fairpointe Mid Cap Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class | |||
70
ASTON/Montag & Caldwell Mid Cap Growth Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class |
ASTON/TAMRO Small Cap Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class |
ASTON/River Road Select Value Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class | |||
71
ASTON/River Road Small Cap Value Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class |
ASTON/River Road Independent Value Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class |
ASTON/LMCG Small Cap Growth Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class | |||
72
ASTON/Silvercrest Small Cap Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class |
ASTON/DoubleLine Core Plus Fixed Income Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class |
ASTON/TCH Fixed Income Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class |
ASTON/Lake Partners LASSO Alternatives Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class | |||
73
ASTON/Anchor Capital Enhanced Equity Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class |
ASTON/River Road Long-Short Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class |
ASTON/Barings International Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class |
ASTON/Guardian Capital Global Dividend Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class |
ASTON/LMCG Emerging Markets Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class | |||
74
ASTON/Pictet International Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class |
ASTON/Harrison Street Real Estate Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class |
ASTON/Montag & Caldwell Balanced Fund |
||||||
Shareholder Name and Address |
Class | Shares Owned | Percent of Class | |||
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As described in the Prospectus, the Trust employs Aston to manage the investment and reinvestment of the assets of the Funds and to continuously review, supervise and administer the Funds investment programs under an investment advisory agreement with respect to each Fund (the Investment Advisory Agreement). Aston has engaged subadvisers to manage the day-to-day investment management of each Funds portfolio. The advisory services provided by Aston for each Fund and the fees received by it for such services for the Funds most recent fiscal year are described in the Prospectus.
Aston is an indirect, wholly-owned subsidiary of Affiliated Managers Group, Inc. (AMG). AMGs interests in Aston are held through AMGs wholly-owned subsidiary, AMG Funds LLC. Aston, including its predecessors, commenced operations on December 1, 2006. AMG acquired a majority interest in Aston on April 15, 2010. On May 30, 2014, AMG exercised its call option to purchase the outstanding equity of Aston that was not then owned by AMG, making Aston an indirect, wholly-owned subsidiary of AMG. In connection with AMGs exercise of its call option, Aston converted to a Delaware limited liability company on May 30, 2014. Aston is located at 120 N. LaSalle Street, 25 th Floor, Chicago, Illinois 60602. As of December 31, 2014, Aston had approximately $[_] billion in assets under management.
AMG, a Delaware corporation with a principal place of business at 600 Hale Street, Prides Crossing, Massachusetts 01965, is an asset management company that holds interests in investment management firms. The common stock of AMG is publicly traded on the New York Stock Exchange under the symbol AMG. Pro forma for any pending investments, the aggregate assets under management of AMGs affiliated investment management firms were approximately $[_] billion at December 31, 2014.
For the services provided and the expenses assumed pursuant to the Investment Advisory Agreement with Aston, Aston receives a management fee from each Fund at an annual rate based on the Funds average daily net assets, computed daily and payable monthly, at the following annual rates:
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Fund |
Gross Advisory Fee (as a % of average daily net assets) |
|
ASTON/Montag & Caldwell Growth |
0.80% for the first $800 million 0.60% over $800 million up to $6 billion 0.55% over $6 billion up to $12 billion 0.50% over $12 billion |
|
ASTON/Herndon Large Cap Value |
0.80% | |
ASTON/Cornerstone Large Cap Value |
0.80% | |
ASTON/TAMRO Diversified Equity |
0.80% | |
ASTON/River Road Dividend All Cap Value |
0.70% | |
ASTON/River Road Dividend All Cap Value II |
0.70% | |
ASTON/Fairpointe Mid Cap |
0.80% for the first $100 million 0.75% for next $300 million 0.70% over $400 million |
|
ASTON/Montag & Caldwell Mid Cap Growth |
0.85% | |
ASTON/TAMRO Small Cap |
0.90% | |
ASTON/River Road Select Value |
1.00% | |
ASTON/River Road Small Cap Value |
0.90% | |
ASTON/River Road Independent Value |
1.00% | |
ASTON/LMCG Small Cap Growth |
1.00% | |
ASTON/Silvercrest Small Cap |
1.00% | |
ASTON/DoubleLine Core Plus Fixed Income |
0.55% | |
ASTON/TCH Fixed Income |
0.55% | |
ASTON/Lake Partners LASSO Alternatives |
1.00% | |
ASTON/Anchor Capital Enhanced Equity |
0.70% | |
ASTON/River Road Long-Short |
1.20% | |
ASTON/Barings International |
1.00% | |
ASTON/Guardian Capital Global Dividend |
0.80% | |
ASTON/LMCG Emerging Markets |
1.05% | |
ASTON/Pictet International |
0.90% | |
ASTON/Harrison Street Real Estate |
1.00% | |
ASTON/Montag & Caldwell Balanced |
0.75% |
Aston has entered into an Expense Limitation Agreement with the Trust, on behalf of the Fund, through February 29, 2016, for the following Funds:
Fund |
Class I | Class N | ||||||
ASTON/Cornerstone Large Cap Value |
1.05% | 1.30% | ||||||
ASTON/TAMRO Diversified Equity |
0.95% | 1.20% | ||||||
ASTON/River Road Dividend All Cap Value |
1.05% | 1.30% | ||||||
ASTON/TCH Fixed Income |
0.69% | 0.94% | ||||||
ASTON/Harrison Street Real Estate |
1.12% | 1.37% | ||||||
ASTON/Montag & Caldwell Balanced |
1.10% | 1.35% |
Aston has entered into an Expense Reimbursement Agreement with the Trust, on behalf of each Fund, through February 29, 2016, under which Aston will waive its fees or reimburse the Funds expenses to the extent that the Funds annual operating expense ratio, not including interest, taxes, investment-related costs (such as brokerage commissions), extraordinary expenses and acquired fund fees and expenses, exceeds the applicable rate shown in the table below:
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Fund | Class I | Class N | ||||||
ASTON/Montag & Caldwell Mid Cap Growth |
1.00% | 1.25% | ||||||
ASTON/Herndon Large Cap Value |
1.05% | 1.30% | ||||||
ASTON/River Road Select Value |
1.25% | 1.50% | ||||||
ASTON/River Road Independent Value |
1.17% | 1.42% | ||||||
ASTON/LMCG Small Cap Growth |
1.10% | 1.35% | ||||||
ASTON/Lake Partners LASSO Alternatives |
1.20% | 1.45% | ||||||
ASTON/Anchor Capital Enhanced Equity |
1.15% | 1.40% | ||||||
ASTON/River Road Long-Short |
1.45% | 1.70% | ||||||
ASTON/DoubleLine Core Plus Fixed Income |
0.69% | 0.94% | ||||||
ASTON/Barings International |
1.15% | 1.40% | ||||||
ASTON/Guardian Capital Global Dividend |
1.05% | 1.30% | ||||||
ASTON/LMCG Emerging Markets Fund |
1.18% | 1.43% | ||||||
ASTON/Pictet International |
1.15% | 1.40% | ||||||
ASTON/Silvercrest Small Cap |
1.15% | 1.40% | ||||||
ASTON/River Road Dividend All Cap Value II |
1.05% | 1.30% |
In connection with the Expense Reimbursement Agreement for each class of shares for each Fund listed above, the Fund has agreed that for a period of up to three years from the end of the fiscal year end in which such amount was waived or reimbursed, the Adviser is entitled to be reimbursed by the Fund for fees waived and expenses reimbursed from the commencement of operations of the class of shares through the completion of the Funds first three full fiscal years of that class to the extent that the Funds expense ratio with respect to that class, not including interest, taxes, investment-related costs (such as brokerage commissions), extraordinary expenses and acquired fund fees and expenses, remains at or below the operating expense cap after such reimbursement.Aston may from time to time voluntarily waive a portion of its advisory fees with respect to a Fund and/or reimburse a portion of a Funds expenses. These voluntary waivers do not include fees and expenses from investing in other investment companies (acquired funds) or interest expense. Aston may terminate such voluntary waivers/reimbursements at any time.
The investment advisory fees earned by Aston for each Fund for the fiscal years ended October 31, 2014, October 31, 2013 and October 31, 2012, as well as the amount of fees waived or expenses reimbursed, are set forth below.
Fiscal year ended October 31, 2014
Fund |
Gross
Advisory
|
Waived Fees |
Net Advisory
Fees After Fee Waivers |
Reimbursed
Expenses |
||||||
ASTON/Montag & Caldwell Growth |
| |||||||||
ASTON/Herndon Large Cap Value |
| |||||||||
ASTON/Cornerstone Large Cap Value |
| |||||||||
ASTON/TAMRO Diversified Equity |
| |||||||||
ASTON/River Road Dividend All Cap Value |
| |||||||||
ASTON/River Road Dividend All Cap Value II |
| |||||||||
ASTON/Fairpointe Mid Cap |
| |||||||||
ASTON/Montag & Caldwell Mid Cap Growth |
| |||||||||
ASTON/TAMRO Small Cap |
| |||||||||
ASTON/River Road Select Value |
| |||||||||
ASTON/River Road Small Cap Value |
|
78
ASTON/River Road Independent Value |
| |||||||||
ASTON/LMCG Small Cap Growth |
| |||||||||
ASTON/Silvercrest Small Cap |
| |||||||||
ASTON/DoubleLine Core Plus Fixed Income |
| |||||||||
ASTON/TCH Fixed Income |
| |||||||||
ASTON/Lake Partners LAS SO Alternatives |
| |||||||||
ASTON/Anchor Capital Enhanced Equity |
| |||||||||
ASTON/River Road Long-Short |
| |||||||||
ASTON/Barings International |
| |||||||||
ASTON/Guardian Capital Global Dividend (1) |
||||||||||
ASTON/LMCG Emerging Markets |
||||||||||
ASTON/Pictet International (1) |
||||||||||
ASTON/Harrison Street Real Estate |
| |||||||||
ASTON/Montag & Caldwell Balanced |
|
(1) ASTON/Guardian Capital Global Dividend and ASTON/Pictet International began issuing Class N shares and Class I shares on April 9, 2014.
Fiscal year ended October 31, 2013
Fund |
Gross
Advisory
|
Waived Fees |
Net Advisory
Fees After Fee Waivers |
Reimbursed
Expenses |
||||||||||||
ASTON/Montag & Caldwell Growth |
$ | 30,285,020 | - | $ | 30,285,020 | | ||||||||||
ASTON/Herndon Large Cap Value (1) |
705,132 | $ | 28,353 | 733,485 | | |||||||||||
ASTON/Cornerstone Large Cap Value |
331,250 | (72,432 | ) | 258,818 | | |||||||||||
ASTON/TAMRO Diversified Equity |
303,963 | (98,160 | ) | 205,803 | | |||||||||||
ASTON/River Road Dividend All Cap Value |
7,397,487 | - | 7,397,487 | | ||||||||||||
ASTON/River Road Dividend All Cap Value II |
336,356 | (36,018 | ) | 300,338 | | |||||||||||
ASTON/Fairpointe Mid Cap |
27,440,028 | - | 27,440,028 | | ||||||||||||
ASTON/Montag & Caldwell Mid Cap Growth |
104,268 | (73,717 | ) | 30,551 | | |||||||||||
ASTON/TAMRO Small Cap |
10,245,165 | - | 10,245,165 | | ||||||||||||
ASTON/River Road Select Value |
1,903,483 | - | 1,903,483 | | ||||||||||||
ASTON/River Road Small Cap Value |
2,849,791 | - | 2,849,791 | | ||||||||||||
ASTON/River Road Independent Value |
7,204,360 | (59,855 | ) | 7,144,505 | | |||||||||||
ASTON/LMCG Small Cap Growth |
229,872 | (157,143 | ) | 72,729 | | |||||||||||
ASTON/Silvercrest Small Cap |
179,070 | (116,435 | ) | 62,635 | | |||||||||||
ASTON/DoubleLine Core Plus Fixed Income |
1,138,006 | (212,638 | ) | 925,368 | | |||||||||||
ASTON/TCH Fixed Income |
360,324 | (118,148 | ) | 242,176 | | |||||||||||
ASTON/Lake Partners LASSO Alternatives |
3,757,977 | 85,619 | 3,843,596 | | ||||||||||||
ASTON/Anchor Capital Enhanced Equity (1) |
1,055,060 | - | 1,055,060 | | ||||||||||||
ASTON/River Road Long-Short |
685,328 | (76,699 | ) | 608,629 | | |||||||||||
ASTON/Barings International |
563,044 | (154,242 | ) | 408,802 | | |||||||||||
ASTON/LMCG Emerging Markets (2) |
22,414 | (22,414 | ) | - | (96,919) | |||||||||||
ASTON/Harrison Street Real Estate |
122,463 | (103,949 | ) | 18,514 | | |||||||||||
ASTON/Montag & Caldwell Balanced |
203,906 | (45,721 | ) | 158,185 | |
(1) ASTON/Herndon Large Cap Value and ASTON/Lake Partners LASSO Alternatives each show a positive number tor Fees Waived in the table due to amounts recouped by the Adviser pursuant to the Expense Reimbursement Agreement with the Trust, on behalf of the Funds.
(2) ASTON/LMCG Emerging Markets began issuing Class N shares and Class I shares on March 27, 2013.
79
Fiscal year ended October 31, 2012
Fund |
Gross
Advisory
|
Waived Fees |
Net Advisory
Fees After Fee Waivers |
Reimbursed
Expenses |
||||||||||||
ASTON/Montag & Caldwell Growth |
$ | 24,380,211 | $ | - | $ | 24,380,211 | $ | | ||||||||
ASTON/Herndon Large Cap Value |
323,690 | (42,793 | ) | 280,897 | | |||||||||||
ASTON/Cornerstone Large Cap Value |
205,311 | (79,418 | ) | 125,893 | | |||||||||||
ASTON/TAMRO Diversified Equity |
178,350 | (107,785 | ) | 70,565 | | |||||||||||
ASTON/River Road Dividend All Cap Value |
5,697,260 | - | 5,697,260 | | ||||||||||||
ASTON/River Road Dividend All Cap Value II (1) |
11,353 | (11,353 | ) | - | (48,507) | |||||||||||
ASTON/Fairpointe Mid Cap |
20,664,084 | - | 20,664,084 | | ||||||||||||
ASTON/Montag & Caldwell Mid Cap Growth |
52,435 | (52,435 | ) | - | (24,754) | |||||||||||
ASTON/TAMRO Small Cap |
9,255,718 | - | 9,255,718 | | ||||||||||||
ASTON/River Road Select Value |
1,486,962 | - | 1,486,962 | | ||||||||||||
ASTON/River Road Small Cap Value |
2,722,734 | - | 2,722,734 | | ||||||||||||
ASTON/River Road Independent Value |
5,928,678 | (143,528 | ) | 5,785,150 | | |||||||||||
ASTON/LMCG Small Cap Growth |
81,515 | (81,515 | ) | - | (41,754) | |||||||||||
ASTON/Silvercrest Small Cap (2) |
39,768 | (39,768 | ) | - | (107,398) | |||||||||||
ASTON/DoubleLine Core Plus Fixed Income |
520,833 | (389,195 | ) | 131,638 | | |||||||||||
ASTON/TCH Fixed Income |
393,159 | (113,511 | ) | 279,648 | | |||||||||||
ASTON/Lake Partners LASSO Alternatives |
2,606,348 | - | 2,606,348 | | ||||||||||||
ASTON/Anchor Capital Enhanced Equity |
1,077,035 | - | 1,077,035 | | ||||||||||||
ASTON/River Road Long-Short |
69,185 | (69,185 | ) | - | (41,565) | |||||||||||
ASTON/Barings International |
596,736 | (117,951 | ) | 478,785 | | |||||||||||
ASTON/Harrison Street Real Estate |
109,157 | (108,068 | ) | 1,089 | | |||||||||||
ASTON/Montag & Caldwell Balanced |
220,017 | (58,700 | ) | 161,317 | |
(1) ASTON/River Road Dividend All Cap Value II began issuing Class N shares and Class I shares on June 26, 2012.
(2) ASTON/Silvercrest Small Cap began issuing Class N shares and Class I shares on December 23, 2011.
Under the Investment Advisory Agreement, the Adviser is not liable for any error of judgment or mistake of law or for any loss suffered by the Trust or a Fund in connection with the performance of the Investment Advisory Agreement, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties, or from reckless disregard of its duties and obligations thereunder.
The Investment Advisory Agreement between the Trust and Aston may be terminated with respect to a Fund by vote of the Board or by the holders of a majority of the outstanding voting securities of the Fund, at any time without penalty, upon 60 days written notice to Aston. Aston may also terminate its advisory relationship with respect to a Fund upon 60 days written notice to the Trust. The Investment Advisory Agreement terminates automatically in the event of its assignment.
Under the Investment Advisory Agreement, Aston shall: (i) manage the investment and reinvestment of the assets of the Funds, (ii) continuously review, supervise and administer the investment program of the Funds, (iii) determine in its discretion, the assets to be held uninvested, (iv) provide the Trust with records concerning the Advisers activities which are required to be maintained by the Trust and (v) render regular reports to the Trusts officers and Board concerning the Advisers discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the oversight of the Trusts officers and the Board and in compliance with the objectives, policies and limitations set forth in the Trusts then effective prospectus and SAI.
80
The Investment Advisory Agreement with respect to a Fund continues in effect for the Fund from year to year, so long as its continuation is approved at least annually (a) by a majority of the Trustees who are not parties to such agreement or interested persons of any such party except in their capacity as Trustees of the Fund or (b) by the shareholders of the Fund or the Board.
The Investment Advisory Agreement with Aston also provides that Aston shall have the authority, 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. Under this structure, Aston also has the authority to retain and terminate subadvisers, engage new subadvisers and make material revisions to the terms of the sub-investment advisory agreement with respect to a Fund (each a Sub-Investment Advisory Agreement), subject to approval of the Board, but not shareholder approval.
A discussion regarding the Boards basis for approving the Investment Advisory Agreement for the Funds is included in the Funds semi-annual shareholder report dated April 30, 2014.
Under the Sub-Investment Advisory Agreement between Aston and the subadviserfor each Fund, each subadviser manages a portfolio of the Fund, selects investments and places all orders for purchases and sales of that Funds securities, subject to the general oversight of the Board and the Adviser. In addition, except as may otherwise be prohibited by law or regulation, a subadviser may, in its discretion and from time to time, waive a portion of its fee.
Each Sub-Investment Advisory Agreement provides that neither a subadviser nor any of its directors, officers, stockholders, agents or employees shall have any liability to a Fund or the Adviser for any error of judgment, mistake of law, or any loss arising out of any investment, or for any other act or omission in the performance by the subadviser of its duties under the Sub-Investment Advisory Agreement except for liability resulting from willful misfeasance, bad faith, or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under the Sub-Investment Advisory Agreement. Each Sub-Investment Advisory Agreement continues for an initial term of not more than two years and is subject to the same requirements for renewal as the Investment Advisory Agreement.
For the services provided pursuant to the Sub-Investment Advisory Agreement, Aston pays each subadviser a fee computed daily and payable monthly. The standard sub-advisory fee rate is 50% of the applicable advisory fee less any expense waivers or reimbursements and certain payments to third-party intermediaries. In certain limited circumstances, exceptions to the standard fee schedule apply.
Anchor Capital Advisors LLC (Anchor Capital)
Anchor Capital is the subadviser to the ASTON/Anchor Capital Enhanced Equity Fund . Eighty percent (80%) of Anchor Capital is owned by Anchor Capital Holdings LLC, which is a wholly-owned subsidiary of publicly-held Boston Private Financial Holdings, Inc. Anchor Capital is located at One Post Office Square, Suite 3850, Boston, Massachusetts 02109.
The table below shows other accounts for which the portfolio managers of the Fund are primarily responsible for the day-to-day portfolio management as of October 31, 2014.
81
Number of
Accounts Managed |
Total Assets
Managed (in millions) |
Number of
Accounts Managed with Advisory Fee Based on Performance |
Assets Managed
with Advisory Fee Based on Performance |
|||||
Ronald A. Altman |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Adam D. Neves |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
David J. Watson |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
[Material Conflicts of Interest. The portfolio managers for the Fund may manage multiple accounts following the same enhanced equity strategy. The portfolio managers make decisions for each account based on the investment objectives, policies, practices and other relevant investment considerations. Consequently, the portfolio managers may purchase securities for one account and not another and the performance of the securities purchased for one account may vary from the performance of securities for another. Anchor Capital has adopted policies and procedures that it believes are reasonably designed to address the conflicts associated with managing multiple accounts for multiple clients, although there can be no assurance that such policies and procedures will adequately address such conflicts.]
[Compensation. Messrs. Altmans, Neves and Watsons compensation include a base salary. They also participate in standard company benefits including a 401(k) plan, and they may also be entitled to receive a percentage of a bonus pool that is based on Anchor Capitals net operating profits. Their share of the pool is determined by Anchor Capitals Chief Executive Officer and Chief Investment Officer. Accordingly, the managers compensation is not directly based on the performance of the Fund and is not directly based on the value of assets held in the Funds portfolio.]
Baring International Investment Limited (Barings)
Barings is the subadviser to the ASTON/Barings International Fund . Barings is a subsidiary of Baring Asset Management Limited and is located at 155 Bishopsgate, London EC2M 3XY, United Kingdom. The table below shows other accounts for which the portfolio manager of the Fund is primarily responsible for the day-to-day portfolio management as of October 31, 2014.
82
Number of
Accounts Managed |
Total Assets
Managed (in millions) |
Number of
Accounts Managed with Advisory Fee Based on Performance |
Assets Managed
with Advisory Fee Based on Performance |
|||||
David Bertocchi |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
[Material Conflicts of Interest . The portfolio manager for the Fund manages multiple accounts, including the Fund. The portfolio manager makes decisions for each account based on the investment objectives, policies, practices and other relevant investment considerations that the portfolio manager believes are applicable to that account. Consequently, the portfolio manager may purchase securities for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. The portfolio manager may place transactions on behalf of other accounts that are contrary to investment decisions made on behalf of the Fund, or make investment decisions that are similar to those made for the Fund, both of which have the potential to adversely affect the price paid or received by the Fund or the size of the security position obtainable for the Fund.]
[It is possible that an investment opportunity may be suitable for both the Fund and other accounts managed by the portfolio manager, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be a limited opportunity to sell an investment held by the Fund and another account. Barings has adopted policies and procedures that it believes are reasonably designed to address the conflicts associated with managing multiple accounts for multiple clients, although there can be no assurance that such policies and procedures will adequately address such conflicts.]
[Compensation. The portfolio manager receives a base salary, an annual bonus and an equity-based long-term incentive award. The Barings philosophy on compensation focuses on allowing key employees to participate in the success of the firm. Barings is incentive-oriented: contributions to client results are more important than an individuals title or longevity with the firm in determining total compensation. For investment professionals, at least 2/3 of the bonus is based on investment performance, via an analytical system that tracks their one- and three-year performance. The remainder is a subjective assessment of the individuals sharing of investment insights firm-wide and their efforts in client service. The benefits of this approach are the transparency and accountability that it brings. The equity-based long-term incentive award is calculated by a formula linked to firm revenues, profits, and assets under management. ]
Cornerstone Investment Partners, LLC (Cornerstone)
Cornerstone is the subadviser to the ASTON/Cornerstone Large Cap Value Fund . Cornerstone is located at Phipps Tower, 3438 Peachtree Road NE, Suite 900, Atlanta, Georgia 30326. Cornerstone was founded in 2001 and is 100% owned by CIM Holdings, LLC, which is 100% owned by Cornerstones employees.
The table below shows other accounts for which the portfolio managers of the Fund are jointly and primarily responsible for the day-to-day portfolio management as of October 31, 2014.
83
Number of
Accounts Managed |
Total Assets
Managed (in millions) |
Number of
Accounts Managed with Advisory Fee Based on Performance |
Assets Managed
with Advisory Fee Based on Performance |
|||||
John Campbell, CFA |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Rick Van Nostrand, CFA |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Cameron Clement, CFA |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Dean Morris, CFA |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
[Material Conflict of Interest . In some cases, the portfolio managers for the Fund may manage multiple accounts following Cornerstones large-cap value and balanced strategies. The portfolio managers may place transactions on behalf of other accounts that are contrary to investment decisions made on behalf of the Fund, or make investment decisions that differ from those made for the Fund to the extent of client restrictions on accounts, both of which have the potential to adversely affect the price paid or received by the Fund or the size of the security position obtained for the Fund. Cornerstone has adopted policies and procedures that it believes are reasonably designed to address the conflicts associated with managing multiple accounts for multiple clients, although there can be no assurance that such policies and procedures will adequately address such conflicts.]
[Compensation . The compensation structure for investment professionals has three components: a base salary, a discretionary bonus, and the opportunity to acquire equity in the firm. The discretionary bonus is a function of the overall profitability of the firm, the portfolio managers contribution to the investment process, and the overall success of Cornerstones clients. The discretionary bonus can be several times the amount of the base salary representing the bulk of an investment professionals compensation. Compensation is not based on the performance of individual client accounts but rather of the success of the firm as a whole.]
DoubleLine Capital LP (DoubleLine)
DoubleLine Capital LP is the subadviser to the ASTON/DoubleLine Core Plus Fixed Income Fund . DoubleLine was founded in 2009 by Jeffrey Gundlach and other key members of DoubleLines investment team. DoubleLine is located at 333 South Grand Avenue, Suite 1800, Los Angeles, California 90071.
84
The table below shows other accounts for which the portfolio managers of the Fund are jointly and primarily responsible for the day-to-day portfolio management as of October 31, 2014.
Number of
Accounts Managed |
Total Assets
Managed (in millions) |
Number of
Accounts Managed with Advisory Fee Based on Performance |
Assets Managed
with Advisory Fee Based on Performance |
|||||
Jeffrey Gundlach |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Philip Barach |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Bonnie Baha, CFA, CIC |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Luz M. Padilla |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
[Material Conflicts of Interest. From time to time, potential and actual conflicts of interest may arise between a portfolio managers management of the investments of the Fund, on the one hand, and the management of other accounts, on the other. Potential and actual conflicts of interest also may result because of the firms other business activities. Other accounts managed by a portfolio manager might have similar investment objectives or strategies as the Fund, be managed (benchmarked) against the same index as the Funds benchmark, or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Fund. The other accounts might also have different investment objectives or strategies than the Fund.]
[Knowledge and Timing of Fund Trades. A potential conflict of interest may arise as a result of a portfolio managers management of the Fund. Because of their positions with the Fund, the portfolio managers know the size, timing and possible market impact of the Funds trades. It is theoretically possible that a portfolio manager could use this information to the advantage of other accounts under management, and it is also theoretically possible that actions could be taken (or not taken) to the detriment of the Fund. ]
[Investment Opportunities. A potential conflict of interest may arise as a result of the portfolio managers management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both the Fund and other accounts managed by a portfolio manager, but securities may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Fund and
85
another account. DoubleLine has adopted policies and procedures that it believes are reasonably designed to allocate investment opportunities on a fair and equitable basis over time.]
[Under DoubleLines allocation procedures, investment opportunities are allocated among various investment strategies based on individual account investment guidelines, the firms investment outlook, cash availability and a series of other factors. DoubleLine has also adopted additional internal practices to complement the general trade allocation policy that it believes are designed to address potential conflicts of interest due to the side-by-side management of the Fund and certain pooled investment vehicles, including investment opportunity allocation issues.]
[Conflicts potentially limiting the Funds investment opportunities may also arise when the Fund and other clients of DoubleLine invest in different parts of an issuers capital structure, such as when the Fund owns senior debt obligations of an issuer and other clients own junior tranches of the same issuer. In such circumstances, decisions over whether to trigger an event of default, over the terms of any workout, or how to exit an investment may result in conflicts of interest. In order to minimize such conflicts, a portfolio manager may avoid certain investment opportunities that would potentially give rise to conflicts with other clients or DoubleLine may enact internal procedures designed to minimize such conflicts, which could have the effect of limiting the Funds investment opportunities. Additionally, if DoubleLine acquires material non-public information in connection with its business activities for other clients, a portfolio manager or other investment personnel may be restricted from purchasing securities or selling certain securities for the Fund or other clients. When making investment decisions where a conflict of interest may arise, DoubleLine will endeavor to act in a fair and equitable manner between the Fund and other clients; however, in certain instances the resolution of the conflict may result in DoubleLine acting on behalf of another client in a manner that may not be in the best interest, or may be opposed to the best interest, of the Fund. ]
[Performance Fees and Personal Investments. A portfolio manager may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance or in respect of which the portfolio manager may have made a significant personal investment. Such circumstances may create a conflict of interest for a portfolio manager in that a portfolio manager may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to the Fund.]
[DoubleLine has adopted policies and procedures that it believes are reasonably designed to allocate investment opportunities between the Fund and performance fee based accounts on a fair and equitable basis over time.]
[Compensation. The overall objective of DoubleLines compensation program for portfolio managers is to attract competent and expert investment professionals and to retain them over the long-term. Compensation is comprised of several components which, in the aggregate are designed to achieve these objectives and to reward the portfolio managers for their contribution to the success of their clients and the firm. Portfolio managers are compensated through a combination of base salary, discretionary bonus and equity participation. Bonuses and equity generally represent most of the portfolio managers compensation. However, in some cases, portfolio managers may have a profit sharing interest in the revenue or income related to the areas for which the portfolio managers are responsible. Such profit sharing arrangements can comprise a significant portion of a portfolio managers overall compensation.]
[Salary. Salary is agreed to with managers at time of employment and is reviewed from time to time. It does not change significantly and often does not constitute a significant part of a portfolio managers compensation. ]
86
[Discretionary Bonus/Guaranteed Minimums. Portfolio managers receive discretionary bonuses. However, in some cases, pursuant to contractual arrangements, some portfolio managers may be entitled to a mandatory minimum bonus if the sum of their salary and profit sharing does not reach certain levels.]
[Equity Incentives. Portfolio managers participate in equity incentives based on overall firm performance, through direct ownership interests or participation in stock option or stock appreciation plans. These ownership interests or participation interests provide eligible portfolio managers the opportunity to participate in the financial performance of the firm as a whole. Participation is generally determined in the firms discretion, taking into account factors relevant to the portfolio managers contribution to the success of the firm.]
[Other Plans and Compensation Vehicles . Portfolio managers may elect to participate in DoubleLines 401(k) plan, to which they may contribute a portion of their pre- and post-tax compensation to the plan for investment on a tax-deferred basis. DoubleLine may also choose, from time to time, to offer certain other compensation plans and vehicles, such as a deferred compensation plan, to portfolio managers.]
[Summary . As described above, an investment professionals total compensation is determined through a subjective process that evaluates numerous quantitative and qualitative factors, including the contribution made to the overall investment process. Not all factors apply to each investment professional, and there is no particular weighting or formula for considering certain factors. Among the factors considered are: relative investment performance of portfolios (although there are no specific benchmarks or periods of time used in measuring performance); complexity of investment strategies; participation in the investment teams dialogue; contribution to business results and overall business strategy; success of marketing/business development efforts and client servicing; seniority/length of service with the firm; management and supervisory responsibilities; and fulfillment of the firms leadership criteria.]
Fairpointe Capital LLC (Fairpointe)
Fairpointe serves as subadviser to the ASTON/Fairpointe Mid Cap Fund . Fairpointe was founded in 2011 and is 100% employee-owned. The firm provides investment advisory services to institutions and individuals. Fairpointe is located at One North Franklin, Suite 3300, Chicago, Illinois 60606.
The table below shows other accounts for which the portfolio managers of the Fund are jointly and primarily responsible for the day-to-day portfolio management as of October 31, 2014.
Number of
Accounts Managed |
Total Assets
Managed (in millions) |
Number of
Accounts Managed with Advisory Fee Based on Performance |
Assets Managed with
Advisory Fee Based on Performance |
|||||
Thyra Zerhusen |
||||||||
Registered Investment Companies | ||||||||
Other Pooled Investment Vehicles | ||||||||
Other Accounts | ||||||||
Marie L. Lorden |
||||||||
Registered Investment Companies | ||||||||
Other Pooled Investment Vehicles | ||||||||
Other Accounts |
87
Number of
Accounts Managed |
Total Assets
Managed (in millions) |
Number of
Accounts Managed with Advisory Fee Based on Performance |
Assets Managed with
Advisory Fee Based on Performance |
|||||
Mary L. Pierson |
||||||||
Registered Investment Companies | ||||||||
Other Pooled Investment Vehicles | ||||||||
Other Accounts |
[Material Conflicts of Interest . The portfolio managers manage multiple accounts, including the Fund. The portfolio managers make investment decisions for each account based on the investment objectives, policies and other relevant investment considerations that the portfolio managers believe are applicable to each account. Such actions may be taken for one account and not another and may result in varying holding and performance among clients. Fairpointe has adopted policies and procedures that it believes are reasonably designed to address the conflicts associated with managing multiple accounts for multiple clients, although there can be no assurance that such policies and procedures will adequately address such conflicts. ]
[Compensation . Ms. Zerhusen, Ms. Lorden and Ms. Pierson are principals in the business of Fairpointe. Each receives a base salary and participates in the profits of Fairpointe. The majority of their compensation is tied to the success of Fairpointe.]
Guardian Capital LP (Guardian)
Guardian is the subadviser to the ASTON/Guardian Capital Global Dividend Fund . Guardian is located at Commerce Court West, 199 Bay Street, Suite 3100, Toronto, Ontario M5L 1E8, Canada. Guardian was founded in 1962 as Guardian Management Ltd. and is a subsidiary of Guardian Capital Group Limited.
The table below shows other accounts for which the portfolio managers of the Fund are jointly and primarily responsible for the day-to-day portfolio management as of October 31, 2014.
Number of
Accounts Managed |
Total Assets
Managed (in millions) |
Number of
Accounts Managed with Advisory Fee Based on Performance |
Assets Managed
with Advisory Fee Based on Performance |
|||||
Srikanth Iyer |
||||||||
Registered Investment Companies | ||||||||
Other Pooled Investment Vehicles | ||||||||
Other Accounts | ||||||||
Fiona Wilson |
||||||||
Registered Investment Companies | ||||||||
Other Pooled Investment Vehicles | ||||||||
Other Accounts |
[Material Conflicts of Interest. The portfolio manager oversees multiple accounts in the investment strategy which includes the Fund. The portfolio managers make decisions at the strategy level and implement those decisions at the account level based on the specific investment objectives, policies,
88
practices and other relevant investment considerations that the portfolio managers believe are applicable to each account. Consequently, the portfolio managers may purchase securities for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Guardian has adopted policies and procedures that it believes are reasonably designed to address the conflicts associated with managing multiple accounts for multiple clients, although there is no assurance that such policies and procedures will adequately address such conflicts.]
[Compensation. The overall objective of Guardians compensation program for portfolio managers is to attract competent and expert investment professionals and to retain them over the long-term. Compensation is comprised of several components which, in the aggregate, are designed to achieve these objectives and to reward the portfolio managers for their contribution to the success of their clients and the firm. Portfolio managers are compensated through a combination of base salary, performance bonus, profit sharing and equity incentives. Bonuses and salary generally represent most of the portfolio managers compensation. However, in some cases, portfolio managers may have a profit sharing interest in the revenue or income related to the areas for which the portfolio managers are responsible. Such profit sharing arrangements can comprise a significant portion of a portfolio managers overall compensation. ]
[Base Salary: Guardians base salaries are competitive with other money management firms according to studies Guardian conducts and reviews periodically.]
[Performance Bonus: Investment personnel are entitled to a performance bonus based on achieving above benchmark returns and/or our other performance related targets that properly measure their success at managing client assets.]
[Profit Sharing: Individual professional staff may also be awarded participation in profit sharing of the revenue or income related to the areas for which the portfolio managers are responsible.]
[Equity Incentives: Portfolio managers participate in equity incentives based on overall firm performance through direct ownership interests or participation in stock option or stock appreciation plans. These ownership interests or participation interests provide eligible portfolio managers the opportunity to participate in the financial performance of Guardian as a whole. Participation is generally determined in Guardians discretion, taking into account factors relevant to the portfolio managers contribution to the success of Guardian. ]
Harrison Street Securities, LLC (HSS)
HSS is the subadviser to the ASTON/Harrison Street Real Estate Fund . HSS is located at 71 South Wacker Drive, Suite 3575, Chicago, Illinois 60606. HSS is majority-owned by HS Securities Holdings, LLC.
The table below shows other accounts for which the portfolio managers of the Fund are jointly and primarily responsible for the day-to-day portfolio management as of October 31, 2014.
89
Number of
Accounts Managed |
Total Assets
Managed (in millions) |
Number of
Accounts Managed with Advisory Fee Based on Performance |
Assets Managed
with Advisory Fee Based on Performance |
|||||
Reagan A. Pratt 1 |
||||||||
Registered Investment Companies | ||||||||
Other Pooled Investment Vehicles | ||||||||
Other Accounts | ||||||||
James H. Kammert, CFA 1 |
||||||||
Registered Investment Companies | ||||||||
Other Pooled Investment Vehicles | ||||||||
Other Accounts |
1 Messrs. Pratt and Kammert are responsible for the management of the North American assets of the Other Pooled Investment Vehicles and Other Accounts. Their managed portion is represented above.
[Material Conflicts of Interest. The portfolio managers manage multiple accounts, including the Fund. The portfolio managers make decisions for each account based on the investment objectives, policies, practices and other relevant investment considerations that the portfolio managers believe are applicable to that account. Consequently, the portfolio managers may purchase securities for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. A portfolio manager may place transactions on behalf of other accounts that are contrary to investment decisions made on behalf of the Fund, or make investment decisions that are similar to those made for the Fund, both of which have the potential to adversely affect the price paid or received by the Fund or the size of the security position obtainable for the Fund. HSS has adopted policies and procedures that it believes are reasonably designed to address the conflicts associated with managing multiple accounts for multiple clients, although there can be no assurance that such policies and procedures will adequately address such conflicts. ]
[Compensation. Messrs. Pratt and Kammert are principals in the business of HSS. Both Mr. Pratt and Mr. Kammert receive a base salary and participate in profits of HSS. All of their compensation is tied to the success of HSS.]
Herndon Capital Management, LLC (Herndon)
Herndon is the subadviser to the ASTON/Herndon Large Cap Value Fund . Herndon was founded and registered with the SEC in 2001 and began managing assets in June 2002. The firm is an affiliate of Atlanta Life Financial Group (ALFG), a financial services firm founded in 1905 that is located at Herndon 191 Peachtree Street, NE, Suite 2500, Atlanta, Georgia 30303.
The table below shows other accounts for which the portfolio manager of the Fund is primarily responsible for the day-to-day portfolio management as of October 31, 2014.
90
Number of
Accounts Managed |
Total Assets
Managed (in millions) |
Number of
Accounts Managed with Advisory Fee Based on Performance |
Assets Managed
with Advisory Fee Based on Performance |
|||||
Randell A. Cain Jr., CFA |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
[Material Conflicts of Interest. Herndon seeks to identify potential conflicts of interest resulting from a portfolio managers management of both the Fund and multiple separate accounts. The portfolio manager makes decisions for each account including the Fund based on the investment objectives, guidelines, directions, policies, practices and other relevant investment considerations that the portfolio manager believes are applicable to that account. Consequently, the portfolio manager may purchase securities for one account and not another account, and the performance of securities purchased for one account may vary from the performance of the securities purchased for the accounts. The portfolio manager may place transactions on behalf of other accounts that are contrary to investment decisions made on behalf of the Fund, or make investment decisions that are similar to those made for the Fund, both of which have the potential to adversely affect the price paid or received by the Fund or the size of the security position obtainable for the Fund. Herndon has adopted policies and procedures that it believes are reasonably designed to address the conflicts associated with managing multiple accounts for multiple clients, although there can be no assurance that such policies and procedures will adequately address such conflicts.]
[Compensation . Herndon has implemented a compensation program for its portfolio managers/principals based on several components including peer group performance of the portfolios as measured against a designated universe of managers as well as profitability of the firm. For the purposes of this Fund, peer group performance will be measured against the PSN Large Cap Value Universe. The goal of the portfolio management team is to outperform the medium manager in the PSN Large Cap Value Universe over a five-year period. When the portfolio management team outperforms or underperforms the median manager in the universe, it is rewarded accordingly. The Herndon executive team believes that tying performance of the Fund to compensation of the portfolio management team keeps the portfolio management teams interests aligned with those of our underlying clients.]
[Analysts are compensated on the basis of a subjective assessment of their contribution to the analytical portion of the investment process. Herndons compensation program is designed to attract qualified talent, promote teamwork and to align employer and employee interests by giving key employees a vested interest in the companys long-term performance.]
[All employees of Herndon, with the exception of the sales team who receive commissions, are entitled to receive a bonus that will be driven by the profits of the company. Every year a bonus pool is funded by a pre-determined percent of the companys pre-tax profits. This bonus/profit sharing is distributed based on a combination of factors including tenure, role within the organization, and an evaluation by the employees immediate supervisor. ]
[This bonus/profit sharing is expected to become the primary component of every employees overall compensation as the companys profitability grows over time.]
91
[The portfolio manager has a five-year agreement effective July 1, 2009 with one year renewals thereafter. The portfolio manager has signed a non-compete agreement.]
Lake Partners, Inc. (Lake Partners)
Lake Partners is the subadviser to the ASTON/Lake Partners LASSO Alternatives Fund . Lake Partners is wholly-owned by Messrs. Frederick C. Lake and Ronald A. Lake. Lake Partners is located at 4 High Ridge Park, Suite 300, Stamford, Connecticut 06905.
The table below shows other accounts for which the portfolio managers of the Fund are jointly and primarily responsible for the day-to-day portfolio management as of October 31, 2014.
Number of
Accounts Managed |
Total Assets
Managed (in millions) |
Number of
Accounts Managed with Advisory Fee Based on Performance |
Assets Managed
with Advisory Fee Based on Performance |
|||||
Frederick C. Lake |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Ronald A. Lake |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
[Material Conflicts of Interest . The portfolio managers for the Fund manage multiple accounts, including the Fund. The portfolio managers make decisions for each account based on the investment objectives, policies, practices and other relevant investment considerations that the portfolio managers believe are applicable to that account. Consequently, the portfolio managers may purchase securities for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. A portfolio manager may place transactions on behalf of other accounts that are contrary to investment decisions made on behalf of the Fund, or make investment decisions that are similar to those made for the Fund, both of which have the potential to adversely affect the price paid or received by the Fund or the size of the security position obtainable for the Fund. Lake Partners has adopted policies and procedures that it believes are reasonably designed to address the conflicts associated with managing multiple accounts for multiple clients, although there can be no assurance that such policies and procedures will adequately address such conflicts.]
[Compensation . As the sole owners of the subadviser, compensation to the portfolio managers for their services to the Fund is allocated out of the subadvisers income, which is equal to net revenue minus the subadvisers expenses.]
[The income of the subadviser and, therefore, the compensation of the portfolio managers, are determined primarily by the amount of assets under management or advisement at the subadviser as well as the investment performance of accounts managed by the subadviser.]
92
LMCG Investments, LLC (LMCG) (formerly, Lee Munder Capital Group, LLC)
LMCG is the subadviser to the ASTON/LMCG Small Cap Growth Fund and the ASTON/ LMCG Emerging Markets Fund . LMCG was founded in 2000 and is majority-owned by Convergent Capital Management, LLC. LMCG is located at 200 Clarendon Street, 28 th Floor, Boston, Massachusetts 02116.
The table below shows other accounts for which the portfolio managers of the Funds were primarily responsible for the day-to-day portfolio management as of October 31, 2014.
Number of
Accounts Managed |
Total Assets
Managed (in millions) |
Number of
Accounts Managed with Advisory Fee Based on Performance |
Assets Managed
with Advisory Fee Based on Performance |
|||||
Andrew Morey |
||||||||
Registered Investment Companies |
||||||||
Other pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Gordon Johnson, PhD, CFA |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Shannon Ericson, CFA |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Vikram Srimurthy, PhD, CFA |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
[Material Conflicts of Interest. The portfolio managers oversee multiple accounts in the investment strategy, which includes the Funds. The portfolio managers make decisions at the strategy level and implement those decisions at the account level based on the specific investment objectives, policies, practices and other relevant investment considerations that the portfolio managers believe are applicable to each account. Consequently, the portfolio managers may purchase securities for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. LMCG has adopted policies and procedures that it believes are reasonably designed to address the conflicts associated with managing multiple accounts for multiple clients, although there can be no assurance that such policies and procedures will adequately address such conflicts.]
[Compensation. The portfolio managers compensation consists of three components: a competitive annual salary, a revenue share tied directly to the managers strategy and the benefits from equity ownership. Revenue share related incentives are based on the overall revenue derived from the applicable investment strategy. The percentage of revenue is determined by the investment teams gross performance versus a peer group universe, on a blended basis, generally over a trailing one year, three year and five year time horizon.]
93
Montag & Caldwell, LLC (Montag & Caldwell)
Montag & Caldwell is the subadviser to the ASTON/Montag & Caldwell Growth Fund, ASTON/Montag & Caldwell Mid Cap Growth Fund and ASTON/Montag & Caldwell Balanced Fund . Montag & Caldwell is located at 3455 Peachtree Road NE, Suite 1200, Atlanta, Georgia 30326. Montag & Caldwell is 100% employee owned.
The table below shows other accounts for which the portfolio managers of the Funds listed above are jointly and primarily responsible for the day-to-day portfolio management as of October 31, 2014.
Number of
Accounts Managed |
Total Assets
Managed (in millions) |
Number of
Accounts Managed with Advisory Fee Based on Performance |
Assets Managed
with Advisory Fee Based on Performance (In Millions) |
|||||
Ronald E. Canakaris, CFA 1 |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Helen M. Donahue, CFA 1 |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Andrew W. Jung, CFA 1 , 2 |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
M. Scott Thompson, CFA 1 |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Jeffrey S. Wilson, CFA 1 ,3 |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
1 Mr. Canakaris and Mr. Jung are jointly responsible for the management of the ASTON/Montag & Caldwell Growth Fund; Mr. Canakaris and Ms. Donahue are jointly responsible for the management of ASTON/Montag & Caldwell Balanced Fund; and Messrs. Thompson and Wilson are jointly responsible for the management of the ASTON/Montag & Caldwell Mid Cap Growth Fund.
2 | Mr. Jung became a co-portfolio manager of the ASTON/Montag & Caldwell Growth Fund in February 2015. |
3 | Mr. Wilson became a co-portfolio manager of the ASTON/Montag & Caldwell Mid Cap Growth Fund in February 2014. |
[Material Conflicts of Interest . In some cases, the portfolio managers for the Funds may manage multiple accounts following Montag & Caldwells large cap-growth, mid-cap growth and balanced strategies. The portfolio managers may place transactions on behalf of other accounts that are contrary to investment decisions made on behalf of a Fund, or make investment decisions that are similar to those made for a Fund to the extent of client restrictions on accounts, both of which have the potential to adversely affect the price paid or received by a Fund or the size of the security position obtainable for a Fund. Some overlap in holdings may exist between Montag & Caldwells mid-cap growth strategy and its large-cap growth strategy. Montag & Caldwell has adopted policies and procedures that it believes are reasonably
94
designed to address the conflicts associated with managing multiple accounts for multiple clients, although there can be no assurance that such policies and procedures will adequately address such conflicts.]
[Compensation . Compensation for the portfolio managers includes an annual fixed base salary plus incentive compensation, which may be significantly larger than the base salary. Compensation is determined by the Executive Committee, which is comprised of Montag & Caldwells Chairman and Chief Executive Officer/President, and is based on the success of the firm in achieving clients investment objectives and providing excellent client service. The portfolio managers may also participate in a bonus arrangement that is partially based on identifying new business prospects and obtaining new clients. Other components of the portfolio managers compensation include a 401(k) savings and profit sharing plan. Incentive compensation is not based on performance or the value of assets held in any Funds portfolio.]
[Compensation is not directly related to the size, growth or fees received from the management of any particular portfolios.]
Pictet Asset Management Limited (PAM)
PAM is the subadviser to the ASTON/Pictet International Fund. PAM is located at Moor House, 120 London Wall, London EC2Y 5ET, United Kingdom. PAM is part of the Pictet group, which was founded in Geneva in 1805.
The table below shows other accounts for which the portfolio managers of the Funds were primarily responsible for the day-to-day portfolio management as of October 31, 2014.
Number of
Accounts Managed |
Total Assets
Managed (in millions) |
Number of
Accounts Managed with Advisory Fee Based on Performance |
Assets Managed
with Advisory Fee Based on Performance |
|||||
Fabio Paolini, CFA |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Swee-Kheng Lee |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Benjamin Beneche, CFA |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
[Material Conflicts of Interest. The portfolio managers oversee multiple accounts in the investment strategy which includes the Fund. The portfolio managers make decisions at the strategy level and implement those decisions at the account level based on the specific investment objectives, policies, practices and other relevant investment considerations that the portfolio managers believe are applicable to each account. Consequently, the portfolio managers may purchase securities for one account and not
95
another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. PAM has adopted policies and procedures that it believes are reasonably designed to address the conflicts associated with managing multiple accounts for multiple clients, although there is no assurance that such policies and procedures will adequately address such conflicts.]
[Compensation. The portfolio managers total compensation typically comprises a fixed salary; a performance-related bonus (which directly links their pay with the investment performance they deliver to clients); Pictet Parts (an annual profit sharing arrangement based on group results, linking pay to group results); and, for key senior executives, Long-Term Incentive Plan Units (linking pay to the long-term growth and continued success of PAM). The variable elements of pay create a direct link between pay and performance, aligning the staffs incentives with the best interests of PAMs clients.]
River Road Asset Management, LLC (River Road)
River Road is the subadviser to the ASTON/River Road Dividend All Cap Value Fund, ASTON/River Road Dividend All Cap Value Fund II, ASTON/River Road Small Cap Value Fund , ASTON/River Road Select Value Fund, ASTON/River Road Independent Value Fund and ASTON/River Road Long-Short Fund . River Road is located at Meidinger Tower, Suite 1600, 462 South Fourth Street, Louisville, Kentucky 40202. AMG holds an indirect, majority equity interest in River Road and River Roads senior management team holds a substantial minority equity interest in River Road.
The table below shows other accounts for which the portfolio managers of the Funds listed above are jointly and primarily responsible for the day-to-day portfolio management as of October 31, 2014.
Number of
Accounts Managed |
Total Assets
Managed (in millions) |
Number of
Accounts Managed with Advisory Fee Based on Performance |
Assets Managed
with Advisory Fee Based on Performance |
|||||
James C. Shircliff, CFA 1,2 |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Henry W. Sanders, III, CFA 1 |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Thomas S. Forsha, CFA 1 |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
R. Andrew Beck 2 |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
96
Number of
Accounts Managed |
Total Assets
Managed (in millions) |
Number of
Accounts Managed with Advisory Fee Based on Performance |
Assets Managed
with Advisory Fee Based on Performance |
|||||
Eric K. Cinnamond 3 |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Matthew W. Moran, CFA 4 |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Daniel R. Johnson, CFA, CPA 4 |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
J. Justin Akin 2 |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
1 Messrs. Shircliff, Sanders and Forsha are jointly responsible for the management of the ASTON/River Road Dividend All Cap Value Fund and ASTON/River Road Dividend All Cap Value Fund II.
2 Messrs. Shircliff, Beck and Akin are jointly responsible for the management of the ASTON/River Road Small Cap Value Fund and ASTON/River Road Select Value Fund.
3 Mr. Cinnamond is responsible for the management of the ASTON/River Road Independent Value Fund.
4 Messers. Moran and Johnson are jointly responsible for the management of the ASTON/River Road Long-Short Fund.
[Material Conflicts of Interest . The portfolio managers for each Fund manage multiple accounts, including their respective Fund. The portfolio managers make decisions for each account based on the investment objectives, policies, practices and other relevant investment considerations that the portfolio managers believe are applicable to that account. Consequently, the portfolio managers may purchase securities for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. A portfolio manager may place transactions on behalf of other accounts that are contrary to investment decisions made on behalf of a Fund, or make investment decisions that are similar to those made for a Fund, both of which have the potential to adversely affect the price paid or received by a Fund or the size of the security position obtainable for a Fund. River Road has adopted policies and procedures that it believes are reasonably designed to address the conflicts associated with managing multiple accounts for multiple clients, including long only and long-short products, although there can be no assurance that such policies and procedures will adequately address such conflicts.]
[Compensation. Compensation for portfolio managers includes an annual fixed base salary and a potential performance-based bonus. For portfolio managers with longer-term employment agreements (contractual arrangements), a portion of bonus compensation has been contractually determined at a fixed percentage of their base salary. R. Andrew Beck, James C. Shircliff, and Henry W. Sanders are contractual portfolio managers .]
97
Silvercrest Asset Management Group LLC (Silvercrest)
Silvercrest is the subadviser to the ASTON/Silvercrest Small Cap Fund . Silvercrest was founded in 2002 and is located at 1330 Avenue of the Americas, 38 th Floor, New York, New York 10019. Silvercrest is a wholly-owned subsidiary of Silvercrest L.P., which is majority-owned by Silvercrest employees, with a minority interest owned by publicly-held Silvercrest Asset Management Group Inc.
The table below shows other accounts for which the portfolio manager of the Fund is primarily responsible for the day-to-day portfolio management as of October 31, 2014.
Number of
Accounts Managed |
Total Assets
Managed (in millions) |
Number of
Accounts Managed with Advisory Fee Based on Performance |
Assets Managed
with Advisory Fee Based on Performance |
|||||
Roger W. Vogel, CFA |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
[Material Conflicts of Interest . The portfolio manager for the Fund manages multiple accounts, including the Fund. Conflicts of interest may arise where the structure of financial or other benefits available to the portfolio manager differs among these accounts. The portfolio manager may advise other pooled investment vehicles that pay a performance-based advisory fee. This may create an incentive to favor such vehicles over other accounts advised by the portfolio manager. In addition, the portfolio manager may devote unequal time and attention to the funds and accounts for which he provides investment advice. As a result, the portfolio manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those funds and accounts as might be the case if he were to devote substantially more attention to a single fund. The portfolio manager makes decisions for each account based on the investment objectives, policies, practices and other relevant investment considerations that the portfolio manager believes are applicable to that account. Consequently, the portfolio manager may purchase securities for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. The portfolio manager may place transactions on behalf of other accounts that are contrary to investment decisions made on behalf of the Fund, or make investment decisions that are similar to those made for the Fund, both of which have the potential to adversely affect the price paid or received by the Fund or the size of the security position obtainable for the Fund. If the portfolio manager identifies a limited investment opportunity that may be suitable for multiple funds and/or accounts, the opportunity may be allocated among these several funds or accounts, which may limit the Funds ability to take full advantage of the investment opportunity. Silvercrest has adopted policies and procedures that it believes are reasonably designed to address the conflicts associated with managing multiple accounts for multiple clients, although there can be no assurance that such policies and procedures will adequately address such conflicts. ]
[Compensation . Compensation for the portfolio manager listed above includes an annual fixed based salary and potential incentive compensation up to a pre-determined fixed rate. The incentive compensation is primarily based on assets under management and composite portfolio performance relative to the relevant benchmark index over a rolling 2-year period. The relevant index for the Fund is the Russell 2000 Value Index. Additional incentive consideration may be awarded for professional development and contribution to the organizations broader performance metrics.]
98
TAMRO Capital Partners LLC (TAMRO)
TAMRO is the subadviser to the ASTON/TAMRO Diversified Equity Fund and ASTON/TAMRO Small Cap Fund . TAMRO is located at 1701 Duke Street, Suite 250, Alexandria, Virginia 22314. TAMRO is majority-owned by the principals of the firm.
The table below shows other accounts for which the portfolio managers of the Funds listed above are jointly and primarily responsible for the day-to-day portfolio management as of October 31, 2014.
Number of
Accounts Managed |
Total Assets
Managed (in millions) |
Number of
Accounts Managed with Advisory Fee Based on Performance |
Assets Managed
with Advisory Fee Based on Performance (In Millions) |
|||||
Philip D. Tasho, CFA |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Timothy A. Holland, CFA |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
[Material Conflicts of Interest . Certain conflicts of interest may arise in connection with the management of multiple portfolios. Potential conflicts include, for example, conflicts in the allocation of investment opportunities in a way that favors other accounts, including performance-based fee accounts, over a Fund. TAMRO has adopted policies and procedures that it believes are reasonably designed to minimize the effects of these conflicts. Responsibility for managing TAMRO client portfolios is organized according to the investment discipline. When managing portfolios, a portfolio manager will generally purchase and sell securities across all portfolios that he manages in each investment discipline. TAMRO will aggregate orders to purchase or sell the same security for multiple accounts when it believes such aggregation is consistent with its duty to seek best execution on behalf of its clients. Some orders for certain client accounts may, by investment restriction or otherwise, not be available for aggregation. To the extent trades are aggregated, shares purchased or sold are generally allocated to the portfolios on a pro rata basis. TAMRO has implemented policies and procedures that it believes are reasonably designed to address the conflicts associated with managing multiple accounts for multiple clients, although there can be no assurance that such policies and procedures will adequately address such conflicts.]
[Compensation . Portfolio manager and equity analyst compensation is comprised of an annual base salary, potential for an annual bonus based on a combination of job performance and TAMROs overall company performance, and potential income through equity participation in the firm.]
Taplin, Canida & Habacht, LLC (TCH)
TCH is the subadviser to the ASTON/TCH Fixed Income Fund . TCH is a registered investment adviser founded in 1985 with offices at 1001 Brickell Bay Drive, Suite 2100, Miami, Florida 33131. A majority interest in TCH is owned by BMO Asset Investment Management Corp., which is a wholly-owned subsidiary of BMO Financial Corp., which is in turn a wholly-owned subsidiary of Bank of Montreal (BMO), a publicly-held Canadian financial services company. The table below shows other accounts
99
for which the portfolio managers of the Fund are primarily responsible for the day-to-day portfolio management as of October 31, 2014.
Number of
Accounts Managed |
Total Assets
Managed (in millions) |
Number of
Accounts Managed with Advisory Fee Based on Performance |
Assets Managed
with Advisory Fee Based on Performance |
|||||
Tere Alvarez Canida |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Alan M. Habacht |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
William J. Canida |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Scott M. Kimball |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
||||||||
Daniela M. Mardarovici 1 |
||||||||
Registered Investment Companies |
||||||||
Other Pooled Investment Vehicles |
||||||||
Other Accounts |
1 | Ms.Mardarovici became a co-portfolio manager of the ASTON/TCH Fixed Income Fund in February 2015. |
[Material Conflicts of Interest . TCH furnishes investment management and advisory services to other accounts, and TCH shall be at all times free, in its discretion, to make recommendations to other accounts which may be the same as, or may be different from, those made to the Fund. It is TCHs policy to allocate, within its reasonable discretion, investment opportunities to the Fund over a period of time on a fair and equitable basis relative to TCHs other accounts. TCH, its affiliates, and any officer, director, stockholder, employee or any member of their families may or may not have an interest in the securities whose purchase and sale TCH may recommend, and such recommendations with respect to securities of the same kind may be the same as or different from the action which TCH, or any of its affiliates, or any partner, officer, director, stockholder, employee, or any member of their families, or other investors may take with respect hereto. In addition, TCH may aggregate certain trades done on the behalf of the Fund with trades in the same security on the same day done on behalf of other clients of TCH that utilize the same broker as the client. The purpose of such aggregation will be to obtain for the Fund, where possible, a better execution price(s) than would be the case if the Funds transaction were not aggregated with the trades of other clients. TCH has adopted policies and procedures that it believes are reasonably designed to address the conflicts associated with managing multiple accounts for multiple clients, although there can be no assurance that such policies and procedures will adequately address such conflicts.]
100
[Compensation . Compensation for the portfolio managers listed above includes an annual base salary with an additional bonus based on the profits of the company. The portfolio managers compensation is not based on the performance of the Fund. Compensation is not directly based on value of assets held in the Fund.]
Ownership of Securities . The table below shows the dollar range of equity securities in each Fund beneficially owned by each Funds portfolio manager(s) as of October 31, 2014.
Fund |
Portfolio Manager |
Dollar Range of
Securities in the Fund |
||
ASTON/Montag & Caldwell Growth |
Ronald Canakaris Andrew Jung (1) |
|||
ASTON/Herndon Large Cap Value |
Randell A. Cain Jr. | |||
ASTON/Cornerstone Large Cap Value |
Cameron Clement John Campbell Dean Morris Rick van Nostrand |
|||
ASTON/TAMRO Diversified Equity |
Philip D. Tasho Timothy A. Holland |
|||
ASTON/River Road Dividend All Cap Value |
James C. Shircliff Henry W. Sanders, III Thomas S. Forsha |
|||
ASTON/River Road Dividend All Cap Value II |
James C. Shircliff Henry W. Sanders, III Thomas S. Forsha |
|||
ASTON/Fairpointe Mid Cap |
Thyra Zerhusen Marie Lorden Mary Pierson |
|||
ASTON/Montag & Caldwell Mid Cap Growth |
M. Scott Thompson Jeffrey Wilson |
|||
ASTON/TAMRO Small Cap |
Philip D. Tasho Timothy A. Holland |
|||
ASTON/River Road Select Value |
James. C. Shircliff R. Andrew Beck J. Justin Akin |
|||
ASTON/River Road Small Cap Value |
James C. Shircliff R. Andrew Beck J. Justin Akin |
|||
ASTON/River Road Independent Value |
Eric K. Cinnamond |
101
Fund |
Portfolio Manager |
Dollar Range of
Securities in the Fund |
||
ASTON/LMCG Small Cap Growth |
Andrew Morey | |||
ASTON/Silvercrest Small Cap |
Roger W. Vogel | |||
ASTON/DoubleLine Core Plus Fixed Income |
Jeffrey Gundlach Philip Barach Bonnie Baha Luz Padilla |
|||
ASTON/TCH Fixed Income |
Tere Alvarez Canida Alan M. Habacht William J. Canida Scott M. Kimball Daniela M. Mardarovici (2) |
|||
ASTON/Lake Partners LASSO Alternatives |
Frederick C. Lake Ronald A. Lake |
|||
ASTON/Anchor Capital Enhanced Equity |
Ronald A. Altman Adam D. Neves David J. Watson |
|||
ASTON/River Road Long-Short |
Matthew W. Moran Daniel Johnson |
|||
ASTON/Barings International |
David Bertocchi | |||
ASTON/Guardian Capital Global Dividend (3) |
Srikanth Iyer Fiona Wilson |
|||
ASTON/LMCG Emerging Markets |
Gordon Johnson Shannon Ericson Vikram Srimurthy |
|||
ASTON/Pictet International (2) |
Fabio Paolini Swee-Kheng Lee Benjamin Beneche |
|||
ASTON/Harrison Street Real Estate |
James H. Kammert
Reagan A. Pratt |
|||
ASTON/Montag & Caldwell Balanced |
Ronald E. Canakaris Helen M. Donahue |
(1) | Mr. Jung became co-portfolio manager of the Fund as of February 28, 2015. |
(2) Ms. | Mardarovici became co-portfolio manager of the Fund as of February 28, 2015. |
(3) ASTON/Guardian Capital Global Dividend and ASTON/Pictet International began issuing Class N and Class I shares on April 9, 2014.
102
For the fiscal years ended October 31, 2014, October 31, 2013 and October 31, 2012, Aston paid the following sub-advisory fees to each Funds subadviser:
Fund |
Net Fees FYE Paid- 2014 |
Net
Fees FYE Paid- 2013 |
Net
Fees FYE Paid- 2012 |
|||||||
ASTON/Montag & Caldwell Growth |
$14,127,643 | $11,615,392 | ||||||||
ASTON/Herndon Large Cap Value |
$341,873 | 126,753 | ||||||||
ASTON/Cornerstone Large Cap Value |
$114,299 | 38,293 | ||||||||
ASTON/TAMRO Diversified Equity |
$151,981 | 89,175 | ||||||||
ASTON/River Road Dividend All Cap Value |
$3,578,405 | 2,823,562 | ||||||||
ASTON/River Road Dividend All Cap Value II (1) |
$147,766 | * | ||||||||
ASTON/Fairpointe Mid Cap |
$12,691,086 | 9,085,946 | ||||||||
ASTON/Montag & Caldwell Mid Cap Growth |
$12,294 | * | ||||||||
ASTON/TAMRO Small Cap |
$5,122,582 | 4,627,859 | ||||||||
ASTON/River Road Select Value |
$932,547 | 698,454 | ||||||||
ASTON/River Road Small Cap Value |
$1,304,344 | 1,300,899 | ||||||||
ASTON/River Road Independent Value |
$4,224,233 | 3,415,237 | ||||||||
ASTON/LMCG Small Cap Growth (2) |
$40,979 | * | ||||||||
ASTON/Silvercrest Small Cap (3) |
$25,787 | * | ||||||||
ASTON/DoubleLine Core Plus Fixed Income |
$449,136 | 100,506 | ||||||||
ASTON/TCH Fixed Income |
$102,059 | 110,071 | ||||||||
ASTON/Lake Partners LASSO Alternatives |
$1,918,243 | 1,299,769 | ||||||||
ASTON/Anchor Capital Enhanced Equity (4) |
$506,341 | 530,298 | ||||||||
ASTON/River Road Long-Short |
$283,446 | * | ||||||||
ASTON/Barings International |
$192,418 | 227,404 | ||||||||
ASTON/Guardian Capital Global Dividend (5) |
NA | NA | ||||||||
ASTON/LMCG Emerging Markets (6) |
* | NA | ||||||||
ASTON/Pictet International (7) |
NA | NA | ||||||||
ASTON/Harrison Street Real Estate |
$3,197 | 4,967 | ||||||||
ASTON/Montag & Caldwell Balanced |
$74,416 | 73,921 |
*The calculation of the sub-advisory fee is described on page [ ]. The formula resulted in a negative amount and therefore no sub-advisory fee was payable for the fiscal year.
(1) | ASTON/River Road Dividend All Cap Value II began issuing Class N shares and Class I shares on June 26, 2012. |
(2) On February 17, 2012, LMCG became the subadviser to the ASTON/LMCG Small Cap Growth. Amounts prior to that time were paid to previous subadviser.
(3) | ASTON/Silvercrest Small Cap began issuing Class N shares and Class I shares on December 23, 2011. |
(4) On June 30, 2012, Anchor Capital became the subadviser to ASTON/Anchor Capital Enhanced Equity. Amounts prior to that time were paid to previous subadvisers.
(5) | ASTON/Guardian Capital Global Dividend began issuing Class N and Class I shares on April 9, 2014. |
(6) ASTON/LMCG Emerging Markets began issuing Class N and Class I shares on March 27, 2013.
(7) ASTON/Pictet International began issuing Class N and Class I shares on April 9, 2014.
Under the Administration Agreement between Aston (the Administrator) and the Trust, the Administrator is responsible for: (1) coordinating with the custodian and the transfer agent and monitoring the services they provide to the Funds, (2) coordinating with and monitoring any other third parties furnishing services to the Funds, (3) providing the Funds with necessary office space, telephones and other communications facilities and personnel competent to perform administrative and clerical functions, (4) supervising the maintenance by third parties of such books and records of the Funds as may be required by applicable federal or state law, (5) preparing or supervising the preparation by third parties of all federal, state and local tax returns and reports of the Funds required by applicable law, (6) preparing and, after approval by the Funds, filing and arranging for the distribution of proxy materials and periodic
103
reports to shareholders of the Funds as required by applicable law, (7) preparing and, after approval by the Trust, arranging for the filing of such registration statements and other documents with the SEC and other federal and state regulatory authorities as may be required by applicable law, (8) reviewing and submitting to the officers of the Trust for their approval invoices or other requests for payment of the Funds expenses and instructing the Custodian to issue checks in payment thereof and (9) taking such other action with respect to the Trust or the Funds as may be necessary in the opinion of the Administrator to perform its duties under the Administration Agreement.
As compensation for services performed under the Administration Agreement, the Administrator receives an administration fee payable monthly at the annual rate set forth below as a percentage of the average daily net assets of the Trust.
Administration Fees
The fee schedule to the Administration Agreement is as follows:
Percentage |
Average Daily Net Assets (Aggregate Fund Complex) |
|
0.0437% | Up to $7.4 billion | |
0.0412% | Over $7.4 billion |
The Administrator also receives a monthly base fee in the amount of $1,000 per Fund.
Prior to July 1, 2012, the fee schedule to the Administration Agreement was as follows:
Percentage |
Average Daily Net Assets (Aggregate Fund Complex) |
|
0.0490% | Up to $7.4 billion | |
0.0465% | Over $7.4 billion |
The Administrator also received a monthly base fee in the amount of $1,000 per Fund.
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The following are the total fees paid to the Administrator by each Fund for the fiscal years ended October 31, 2014, October 31, 2013 and October 31, 2012:
Fund |
Administrative
Fees FYE October 31, 2014 |
Administrative
Fees FYE October 31, 2013 |
Administrative
Fees FYE October 31, 2012 |
|||||||
ASTON/Montag & Caldwell Growth |
$ | 2,138,413 | $ | 1,841,475 | ||||||
ASTON/Herndon Large Cap Value |
54,938 | 34,196 | ||||||||
ASTON/Cornerstone Large Cap Value |
33,405 | 25,962 | ||||||||
ASTON/TAMRO Diversified Equity |
32,957 | 25,962 | ||||||||
ASTON/River Road Dividend All Cap Value |
485,951 | 409,284 | ||||||||
ASTON/River Road Dividend All Cap Value II (1) |
38,130 | 5,445 | ||||||||
ASTON/Fairpointe Mid Cap |
1,737,315 | 1,426,657 | ||||||||
ASTON/Montag & Caldwell Mid Cap Growth |
21,368 | 18,081 | ||||||||
ASTON/TAMRO Small Cap |
521,706 | 513,480 | ||||||||
ASTON/River Road Select Value |
101,522 | 88,039 | ||||||||
ASTON/River Road Small Cap Value |
157,758 | 163,427 | ||||||||
ASTON/River Road Independent Value |
334,945 | 300,968 | ||||||||
ASTON/LMCG Small Cap Growth |
26,771 | 29,472 | ||||||||
ASTON/Silvercrest Small Cap (2) |
24,054 | 14,537 | ||||||||
ASTON/DoubleLine Core Plus Fixed Income |
168,840 | 96,213 | ||||||||
ASTON/TCH Fixed Income |
63,214 | 66,978 | ||||||||
ASTON/Lake Partners LASSO Alternatives |
181,268 | 135,076 | ||||||||
ASTON/Anchor Capital Enhanced Equity |
86,078 | 87,495 | ||||||||
ASTON/River Road Long-Short |
41,541 | 18,294 | ||||||||
ASTON/Barings International |
63,814 | 64,465 | ||||||||
ASTON/Guardian Capital Global Dividend (3) |
||||||||||
ASTON/LMCG Emerging Markets (4) |
17,106 | NA | ||||||||
ASTON/Pictet International (5) |
||||||||||
ASTON/Harrison Street Real Estate |
20,535 | 19,466 | ||||||||
ASTON/Montag & Caldwell Balanced |
31,669 | 32,227 |
(1) ASTON/River Road Dividend All Cap Value II began issuing Class N and Class I shares on June 26, 2012.
(2) ASTON/Silvercrest Small Cap began issuing Class N shares and Class I shares on December 23, 2011.
(3) ASTON/Guardian Capital Global Dividend began issuing Class N and Class I shares on April 9, 2014.
(4) ASTON/LMCG Emerging Markets began issuing Class N and Class I shares on March 27, 2013.
(5) ASTON/Pictet International began issuing Class N and Class I shares on April 9, 2014.
BNY Mellon Investment Servicing (US) Inc. (BNY Mellon or the Subadministrator), 4400 Computer Drive, Westborough, Massachusetts 01581, provides certain administrative services for the Funds and Aston pursuant to a Subadministration and Accounting Services Agreement (the Subadministration Agreement) between Aston and BNY Mellon.
As Subadministrator, BNY Mellon provides the Trust with subadministrative services, including fund accounting, regulatory reporting, necessary office space, equipment, personnel and facilities. Compensation for these services is paid under the Subadministration Agreement with the Administrator.
The Subadministrator receives an administration fee payable by the Administrator. Effective July 1, 2012, under the terms of the Subadministration Agreement, subadministration fees (inclusive of tax
105
service fees) paid by the Administrator, are accrued daily and paid monthly, at a rate of 0.0167%, respectively of average daily net assets of the Trust. In addition, the Administrator pays the Subadministrator a base subadministration fee monthly in the amount of $1,000 per Fund. BNY Mellon did not provide tax services prior to July 1, 2012. The fees may be subject to an annual increase by BNY Mellon, in an amount not to exceed the cumulative percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) U.S. City Average, all items (unadjusted) published since the last such increase in fees. The most recent such annual increase was effective October 1, 2014.
Foreside Funds Distributors LLC (formerly, BNY Mellon Distributors, LLC) (the Distributor), 400 Berwyn Park, 899 Cassatt Road, Berwyn, Pennsylvania 19312, and the Trust are parties to a distribution agreement effective April 1, 2012 (the Distribution Agreement) under which the Distributor serves as statutory underwriter and facilitates the registration and distribution of shares of each series of the Trust on a continuous basis.
After the initial term, the Distribution Agreement shall be renewed for successive one-year terms, provided such continuance is specifically approved at least annually (i) by the Board or (ii) by a vote of a majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities of the Trust, provided that in either event the continuance is also approved by a majority of the Trustees who are not parties to the Distribution Agreement and who are not interested persons (as defined in the 1940 Act) of any party to the Distribution Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. The Distribution Agreement may be terminated without penalty, on at least 60 days written notice, by the Board, by vote of a majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities of the Trust, or by the Distributor. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act and the rules thereunder).
Distribution and Services Plans
The Board has adopted distribution and services plans (the Plans) pursuant to Rule 12b-1 under the 1940 Act, which permit the Class N and Class R shares of each Fund, as applicable, to pay certain expenses associated with the distribution of Fund shares and the provision of services to shareholder accounts.
Rule 12b-1 regulates the circumstances under which an investment company may directly or indirectly bear expenses relating to the distribution of its shares. Continuance of the Plans must be approved annually by a majority of the Trustees of the Trust and by a majority of the Trustees who are not interested persons of the Trust or the Distributor, as that term is defined in the 1940 Act (Independent Trustees). In adopting the Plans, the Independent Trustees concluded in accordance with the requirements of Rule 12b-1 that there is a reasonable likelihood that the Plans will benefit each Fund and its shareholders by resulting in greater sales of Fund shares. The Plans require that quarterly written reports of amounts spent under the Plans and the purposes of such expenditures be furnished to and reviewed by the Trustees. In accordance with Rule 12b-1 under the 1940 Act, the Plans may be terminated with respect to any Fund by a vote of a majority of the Independent Trustees, or by a vote of a majority of the outstanding shares of that Fund. The Plans may be amended by vote of the Board, including a majority of the Independent Trustees, cast in person at a meeting called for such purpose, except that any change that would effect a material increase in any distribution fee with respect to a Fund (or class) requires the approval of that Funds (or classs) shareholders. All material amendments of the Plans will require approval by a majority of the Trustees of the Trust and of the Independent Trustees.
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To the Trusts knowledge, no interested person of the Trust, nor any Independent Trustee has a direct or indirect financial interest in the operation of the Plans.
Under the Plans, each Fund may pay amounts not exceeding, on an annual basis, 0.25% of a Funds average daily net assets for Class N shares and 0.50% of a Funds average daily net assets for Class R shares. From this amount, the Distributor may make payments to financial institutions and intermediaries such as banks, savings and loan associations, insurance companies, investment counselors, broker-dealers, and the Distributors affiliates and subsidiaries as compensation for services, reimbursement of expenses incurred in connection with distribution assistance or provision of shareholder services. The Plans for Class N shares are characterized as reimbursement plans and are directly tied to expenses incurred by the Distributor; the payments the Distributor receives during any year may not exceed its actual expenses. The Plan for Class R shares is characterized as a compensation plan and is not directly tied to expenses incurred by the Distributor; the payments the Distributor receives during any year may exceed its actual expenses.
Amounts spent on behalf of each Fund pursuant to such Plans during the fiscal year ended October 31, 2014, are set forth below.
12b-1 Plan Expenses | ||||||||
Fund Class N Shares |
Printing |
Distribution
Services |
Compensation
to Broker Dealers |
Compensation
to Sales Personnel |
||||
ASTON/Montag & Caldwell Growth |
||||||||
ASTON/Herndon Large Cap Value |
||||||||
ASTON/Cornerstone Large Cap Value |
||||||||
ASTON/TAMRO Diversified Equity |
||||||||
ASTON/River Road Dividend All Cap Value |
||||||||
ASTON/River Road Dividend All Cap Value II |
||||||||
ASTON/Fairpointe Mid Cap |
||||||||
ASTON/Montag & Caldwell Mid Cap Growth |
||||||||
ASTON/TAMRO Small Cap |
||||||||
ASTON/River Road Select Value |
||||||||
ASTON/River Road Small Cap Value |
||||||||
ASTON/River Road Independent Value |
||||||||
ASTON/LMCG Small Cap Growth |
||||||||
ASTON/Silvercrest Small Cap |
||||||||
ASTON/DoubleLine Core Plus Fixed Income |
||||||||
ASTON/TCH Fixed Income |
||||||||
ASTON/Lake Partners LASSO Alternatives |
||||||||
ASTON/Anchor Capital Enhanced Equity |
||||||||
ASTON/River Road Long-Short |
||||||||
ASTON/Barings International |
||||||||
ASTON/Guardian Capital Global Dividend (1) |
||||||||
ASTON/LMCG Emerging Markets |
||||||||
ASTON/Pictet International (1) |
||||||||
ASTON/Harrison Street Real Estate |
||||||||
ASTON/Montag & Caldwell Balanced |
(1) ASTON/Guardian Capital Global Dividend and ASTON/Pictet International began issuing Class N and Class I shares on April 9, 2014.
107
Fund Class N Shares |
Marketing |
Service
Providers |
Total | |||||
ASTON/Montag & Caldwell Growth |
||||||||
ASTON/Herndon Large Cap Value |
||||||||
ASTON/Cornerstone Large Cap Value |
||||||||
ASTON/TAMRO Diversified Equity |
||||||||
ASTON/River Road Dividend All Cap Value |
||||||||
ASTON/River Road Dividend All Cap Value II |
||||||||
ASTON/Fairpointe Mid Cap |
||||||||
ASTON/Montag & Caldwell Mid Cap Growth |
||||||||
ASTON/TAMRO Small Cap |
||||||||
ASTON/River Road Select Value |
||||||||
ASTON/River Road Small Cap Value |
||||||||
ASTON/River Road Independent Value |
||||||||
ASTON/LMCG Small Cap Growth |
||||||||
ASTON/Silvercrest Small Cap |
||||||||
ASTON/DoubleLine Core Plus Fixed Income |
||||||||
ASTON/TCH Fixed Income |
||||||||
ASTON/Lake Partners LASSO Alternatives |
||||||||
ASTON/Anchor Capital Enhanced Equity |
||||||||
ASTON/River Road Long-Short |
||||||||
ASTON/Barings International |
||||||||
ASTON/Guardian Capital Global Dividend (1) |
||||||||
ASTON/LMCG Emerging Markets |
||||||||
ASTON/Pictet International (2) |
||||||||
ASTON/Harrison Street Real Estate |
||||||||
ASTON/Montag & Caldwell Balanced |
(1) | ASTON/Guardian Capital Global Dividend began issuing Class N and Class I shares on April 9, 2014. |
(2) ASTON/Pictet International began issuing Class N and Class I shares on April 9, 2014.
12b-1 Plan Expenses | ||||||||
Fund Class R Shares |
Printing |
Distribution
Services |
Compensation
to Broker Dealers |
Compensation
to Sales Personnel |
||||
ASTON/Montag & Caldwell Growth |
Fund Class R Shares |
Marketing | Service Providers | Total | |||
ASTON/Montag & Caldwell Growth |
The Trust requests that banks, broker-dealers and other intermediaries holding omnibus accounts with the Funds impose any applicable redemption fees at the shareholder account level. However, redemption fees may not apply to certain types of accounts held through intermediaries, including: (1) certain pension, profit-sharing and retirement plans; (2) certain broker wrap-fee and other fee-based programs; (3) certain omnibus accounts where the omnibus account holder does not have the system capability to impose a redemption fee on its underlying customers accounts; and (4) certain intermediaries that do not have, or do not report to the Funds, sufficient information to impose a redemption fee on their customers accounts.
108
In addition, redemption fees do not apply to: (i) premature distributions from retirement accounts due to the disability or health of the shareholder; (ii) minimum required distributions from retirement accounts; (iii) return of excess contributions in retirement accounts where the excess is reinvested into the Funds; (iv) redemptions resulting in the settlement of an estate due to the death of the shareholder; (v) redemptions of shares purchased through an Automatic Investment Plan; (vi) redemptions as part of a systematic withdrawal plan; and (vii) reinvested distributions (dividends and capital gains). Contact your financial intermediary or refer to your plan documents for more information on how the redemption fee is applied to your shares.
In addition to the circumstances noted in the preceding paragraph, the Funds Administrator may waive the redemption fee at its discretion where it believes such waiver is in the best interests of a Fund and in accordance with the Funds policies and procedures, including, but not limited to, when it determines that imposition of the redemption fee is not necessary to deter short-term trading.
The Bank of New York Mellon, One Wall Street, New York, New York 10286, serves as custodian of the Trusts assets on behalf of the Funds.
Transfer Agent and Dividend Paying Agent
BNY Mellon Investment Servicing (US) Inc., 4400 Computer Drive, Westborough, Massachusetts 01581, serves as transfer agent and dividend paying agent for the Trust.
Counsel and Independent Registered Public Accounting Firm
Vedder Price P.C., with offices at 222 North LaSalle Street, Chicago, Illinois, 60601, serves as counsel to the Trust.
Sullivan & Worcester LLP, with offices at 1666 K Street, NW, Washington, D.C. 20006, serves as counsel to the Independent Trustees.
[ ], with offices at [ ], is the Trusts independent registered public accounting firm.
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
Each subadviser is responsible for decisions to buy and sell securities for the relevant Fund, for the placement of Fund portfolio business transactions and the negotiation of commissions, if any, paid on such transactions. In placing trades for a Fund, the subadviser will follow the Trusts policy of seeking best execution of orders under the overall circumstances. Securities traded in the OTC market are generally traded on a net basis with dealers acting as principal for its own accounts without a stated commission. In OTC transactions, orders are placed directly with a principal market-maker, unless a better price and execution can be obtained by using a broker. Brokerage commissions are paid on transactions in listed securities, futures contracts and options.
Each subadviser attempts to obtain the best overall price and most favorable execution of transactions in portfolio securities. However, subject to policies established by the Board, a Fund may pay a broker-dealer a commission for effecting a portfolio transaction for a Fund in excess of the amount of commission another broker-dealer would have charged if the subadviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such broker-dealer, viewed in terms of that particular transaction or such firms overall responsibilities with
109
respect to the clients, including the Fund, as to which it exercises investment discretion. In selecting and monitoring broker-dealers and negotiating commissions, consideration will be given to a broker-dealers reliability, the quality of its execution services on a continuing basis and its financial condition, among other things. Research services furnished by broker-dealers through whom a Fund effects securities transactions may be used by the subadviser, as the case may be, in servicing all of their respective accounts; not all such services may be used in connection with the Fund. The term research services may include, but is not limited to, advice as to the value of securities; the advisability of investing in, purchasing or selling securities; the availability of securities or purchasers or sellers of securities; and analyses or reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy or the performance of accounts.
It is likely that the broker-dealers selected based on the foregoing considerations will include firms that also sell shares of a Fund to their customers. The Trust has implemented policies and procedures reasonably designed to prevent sales of Fund shares from being considered as a factor in the selection of broker-dealers to execute portfolio transactions for a Fund.
Amounts spent on behalf of each Fund for brokerage commissions during the fiscal years ended October 31, 2014, October 31, 2013 and October 31, 2012 are set forth below.
Fund |
Brokerage
Commissions
FYE 2014 |
Brokerage
Commissions
FYE 2013 |
Brokerage
Commissions
FYE 2012 |
|||||||
ASTON/Montag & Caldwell Growth |
$ | 3,145,808 | $ | 2,290,157 | ||||||
ASTON/Herndon Large Cap Value |
81,055 | 98,841 | ||||||||
ASTON/Cornerstone Large Cap Value |
36,266 | 24,164 | ||||||||
ASTON/TAMRO Diversified Equity (1) |
43,217 | 14,797 | ||||||||
ASTON/River Road Dividend All Cap Value |
499,180 | 411,338 | ||||||||
ASTON/River Road Dividend All Cap Value II (2) |
41,584 | 3,647 | ||||||||
ASTON/Fairpointe Mid Cap |
1,467,761 | 1,538,014 | ||||||||
ASTON/Montag & Caldwell Mid Cap Growth |
5,353 | 2,583 | ||||||||
ASTON/TAMRO Small Cap |
1,310,044 | 984,040 | ||||||||
ASTON/River Road Select Value |
239,135 | 119,150 | ||||||||
ASTON/River Road Small Cap Value |
405,394 | 267,238 | ||||||||
ASTON/River Road Independent Value |
662,364 | 833,324 | ||||||||
ASTON/LMCG Small Cap Growth |
93,036 | 25,803 | ||||||||
ASTON/Silvercrest Small Cap (3) |
51,944 | 16,732 | ||||||||
ASTON/DoubleLine Core Plus Fixed Income |
NA | NA | ||||||||
ASTON/TCH Fixed Income |
NA | NA | ||||||||
ASTON/Lake Partners LASSO Alternatives |
NA | 5,015 | ||||||||
ASTON/Anchor Capital Enhanced Equity (4) |
1,245,983 | 575,728 | ||||||||
ASTON/River Road Long-Short (5) |
313,482 | 35,912 | ||||||||
ASTON/Barings International |
75,818 | 46,077 | ||||||||
ASTON/Guardian Capital Global Dividend (6) |
NA | NA | ||||||||
ASTON/LMCG Emerging Markets (7) |
10,722 | NA | ||||||||
ASTON/Pictet International (8) |
NA | NA | ||||||||
ASTON/Harrison Street Real Estate |
24,218 | 17,137 | ||||||||
ASTON/Montag & Caldwell Balanced |
11,608 | 10,563 |
(1)[ ASTON/TAMRO Diversified Equitys aggregate amounts of brokerage commissions for 2012, 2013 [and 2014] reflect $14,184, $43,217 and ] of brokerage commissions on securities, respectively, and $613, $0 [and ] of brokerage commissions relating to options and short sales, respectively.]
(2) ASTON/River Road Dividend All Cap Value II began issuing class N and Class I shares on June 26, 2012.
(3) | ASTON/Silvercrest Small Cap began issuing Class N shares and Class I shares on December 23, 2011. |
110
(4) [ASTON/Anchor Capital Enhanced Equitys aggregate amounts of brokerage commissions for 2012, 2013 [and 2014] reflect $129,040, $173,978 [and ] of brokerage commissions on securities, respectively, and, $446,688, $1,072,005 [and ] brokerage commissions relating to options and short sales, respectively.]
(5) ASTON/River Road Long-Shorts aggregate amount of brokerage commissions for 2012, 2013 [and 2014] reflect $22,669, $198,956 [and ] of brokerage commissions on securities, respectively, and $13,243, $114,526 [and ] of brokerage commissions relating to short sales, respectively.
(6) ASTON/Guardian Capital Global Dividend began issuing Class N and Class I shares on April 9, 2014.
(7) ASTON/LMCG Emerging Markets began issuing Class N and Class I shares on March, 27, 2013.
(8) ASTON/Pictet International began issuing Class N and Class I shares on April 9, 2014.
[The aggregate dollar amount of brokerage commissions paid by certain Funds during the fiscal year ended October 31, 2014 differed materially from the aggregate amount of brokerage commissions paid by the Funds during the fiscal years ended October 31, 2013 and/or October 31, 2012 generally as a result of a significant change in net assets and/or a change in portfolio turnover. ]
[There were no brokerage commissions paid by the Funds to any affiliates of the Funds or the Adviser or the subadvisers during the fiscal years ended October 31, 2014, October 31, 2013 and October 31, 2012.]
As of October 31, 2014 the following Funds owned securities of their regular brokers or dealers, as defined in Rule 10b-1 under the 1940 Act, with the following market values: [To be updated]
Fund |
Broker Dealer |
Market Value |
||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
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||||
|
||||
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||||
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Payments to Intermediaries
A financial intermediary may offer different classes of shares to its customers and differing services to the classes, and thus, receive compensation with respect to different classes. Intermediaries may also charge separate fees to their customers. Intermediaries that distribute Fund shares and/or provide sub-transfer agency, sub-accounting and/or shareholder services for Fund shareholder accounts may be compensated by the Adviser, in addition to any payments made by the Distributor under a Plan. These additional payments may be subject to reimbursement by a Fund, as described below, and/or they may be made by the Adviser out of its own assets, and not as additional charges to a Fund. A Fund may reimburse the Adviser for payments made to certain intermediaries that provide sub-transfer agency, sub-accounting and/or shareholder services to Fund shareholder accounts in an amount not to exceed an annual cap based on a percentage of a Funds average daily net assets as approved by the Board. In addition, the Adviser may compensate intermediaries out of its own assets, and not as additional charges to the Funds, for providing distribution-related services to the Funds and/or services to Fund shareholder accounts, which may include, without limitation: 1) the sale of Fund shares, 2) sub-transfer agency, sub-accounting,
111
administrative and shareholder processing services, and 3) marketing support, access to a third party platform, fund offering list or other marketing programs and/or shelf space. Payments in connection with marketing programs may include, but are not limited to, inclusion of a Fund on preferred or recommended sales lists, mutual fund supermarket platforms and other formal sales programs granting access to the intermediarys sales force and obtaining other forms of marketing support. Additional payments may be a fixed dollar amount; may be based on the number of customer accounts maintained by the intermediary; may be based on a percentage of the value of shares sold to, or held by, customers of the intermediary involved; or may be calculated on another basis. Payments that are in addition to payments made by the Distributor under a Plan may represent a premium over payments made by other fund families, and intermediary investment professionals may have an added incentive to sell or recommend a fund or share class over others offered by competing fund families. These payments may differ for each Fund within the Aston family of funds, including within the same intermediary or within the same fund at the same intermediary, or for the same fund across certain intermediaries.
A number of factors are considered in determining whether to make additional payments. Such factors may include, without limitation, the level or type of services provided by the intermediary, the level or expected level of assets or sales of shares, the Funds status on a preferred or recommended fund list, access to an intermediarys personnel, and other factors. In addition to such payments, the Adviser may offer other incentives, including sponsorship of intermediary and third-party sponsored educational seminars or other events for investment professionals and clients, and payment or reimbursement of expenses, including but not limited to meals and hotel accommodations, incurred by intermediary investment professionals in connection with certain meetings held by the Trust or the Adviser for the purpose of training or education of such intermediary investment professionals.
Portfolio Turnover
The portfolio turnover rate for each of the Funds is calculated by dividing the lesser of purchases or sales of portfolio investments for the reporting period by the monthly average value of the portfolio investments owned during the reporting period. The calculation excludes any in-kind transfers of securities into or out of the Funds, as well as all securities, including options, and short sales, whose maturities or expiration dates at the time of acquisition are one year or less. Portfolio turnover may vary greatly from year to year as well as within a particular year and may be affected by cash requirements for redemption of shares and by requirements which must be met for the Funds to receive favorable federal income tax treatment. Portfolio turnover is generally not expected to exceed 100% in the Funds, except for [ ]. A high portfolio turnover rate (i.e., over 100%) may result in the realization of substantial net short-term capital gains and involves correspondingly greater transaction costs. Distributions derived from net short-term capital gains of a Fund (i.e., net short-term capital gain in excess of net long-term capital loss) are taxable to shareholders as ordinary income for federal income tax purposes. To the extent that net long-term capital gains (i.e., net long-term capital gain in excess of net short-term capital loss) are realized, distributions derived from such gains are generally treated as capital gain dividends for federal income tax purposes and taxed to shareholders as long-term capital gain.
The portfolio turnover rate for each Fund for its most recent fiscal period may be found under FINANCIAL HIGHLIGHTS in each Funds Prospectus. The portfolio turnover rate for [ ]
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DISCLOSURE OF PORTFOLIO HOLDINGS
[Except for ASTON/TAMRO Small Cap Fund, ASTON/River Road Long-Short Fund and ASTON/Fairpointe Mid Cap Fund, each Funds complete portfolio holdings as of the end of each calendar month are generally posted on the Funds website, www.astonfunds.com, on or about the fifteenth day after the month-end. A subset of portfolio holdings for ASTON/River Road Long-Short Fund and ASTON/Fairpointe Mid Cap Fund, as of the end of each calendar month, are generally posted on the Funds website on or about the fifteenth day after the month end. Complete portfolio holdings for ASTON/TAMRO Small Cap Fund , ASTON/River Road Long-Short Fund and ASTON/Fairpointe Mid Cap Fund are made available as of the end of each calendar quarter and are generally posted on the Funds website on or about the fifteenth day after the quarter-end. Portfolio holdings are made available to investors and to intermediaries selling Fund shares only after their public disclosure. ]
The Trusts policies and procedures governing disclosure of portfolio holdings permit nonpublic portfolio holdings to be shared with the Funds service providers and others who generally need access to such information in the performance of their contractual duties and responsibilities, including the Trusts custodian, pricing services, fund accountants, Adviser, a Funds subadviser, Administrator, Subadministrator, independent public accountants, attorneys, officers and Trustees and each of their respective affiliates and advisers, and are subject to duties of confidentiality, including a duty not to trade on nonpublic information. Nonpublic portfolio holdings may also be disclosed by a Fund or its duly authorized service providers to certain third parties, including mutual fund evaluation services, rating agencies, lenders or providers of borrowing facilities, provided that (i) a good faith determination is made that the Fund has a legitimate business purpose to provide the information and the disclosure is in the Funds best interests; (ii) the recipient agrees not to distribute the portfolio holdings or the results of any related analysis to third parties, other departments, or persons who are likely to use the information for purposes of purchasing or selling shares of the Fund prior to the portfolio holdings becoming public information; and (iii) the recipient is subject to an obligation to maintain such information confidential. These conditions do not apply to portfolio holdings released to such third parties after they have been posted on the website.
Disclosure of a Funds portfolio holdings as an exception to the Trusts policies and procedures must be approved by the CCO or Chief Executive Officer of the Trust. No compensation or other consideration is received by the Trust or any affiliates of the Trust for disclosure of portfolio holdings. The Board receives reports of any potential exceptions to, or violations of, the Trusts policies and procedures governing disclosure of portfolio holdings that are deemed to constitute a material compliance matter. The CCO or his designee is responsible for monitoring compliance with these procedures, including requesting information from service providers.
Each Fund discloses its portfolio holdings to the extent required by law.
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The table below summarizes the class(es) of shares that each Fund offers.
Fund |
Class N | Class I | Class R | |||
ASTON/Montag & Caldwell Growth |
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ASTON/Herndon Large Cap Value |
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ASTON/Cornerstone Large Cap Value |
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ASTON/TAMRO Diversified Equity |
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ASTON/River Road Dividend All Cap Value |
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ASTON/River Road Dividend All Cap Value II |
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ASTON/Fairpointe Mid Cap |
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ASTON/Montag & Caldwell Mid Cap Growth |
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ASTON/TAMRO Small Cap |
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ASTON/River Road Select Value |
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ASTON/River Road Small Cap Value |
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ASTON/River Road Independent Value |
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ASTON/LMCG Small Cap Growth |
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ASTON/Silvercrest Small Cap |
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ASTON/DoubleLine Core Plus Fixed Income |
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ASTON/TCH Fixed Income |
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ASTON/Lake Partners LASSO Alternatives |
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ASTON/Anchor Capital Enhanced Equity |
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ASTON/River Road Long-Short |
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ASTON/Barings International |
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ASTON/Guardian Capital Global Dividend |
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ASTON/LMCG Emerging Markets |
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ASTON/Pictet International |
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ASTON/Harrison Street Real Estate |
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ASTON/Montag & Caldwell Balanced |
| |
Each Fund is authorized to issue an unlimited number of shares of beneficial interest without par value. Currently, there are three classes of shares issued by the Funds. Class N, I and R shares are not subject to an initial sales charge or a contingent deferred sales charge. Class N shares have a 12b-1 fee with a maximum annual fee of 0.25% of average daily net assets. Class R shares are subject to a 12b-1 fee with a maximum annual fee of 0.50% of average daily net assets. Because each class has different expenses, performance will vary. Shares of each Fund represent equal proportionate interests in the assets of that Fund only and have identical voting, dividend, redemption, liquidation and other rights, except that Class I shares have no rights with respect to a Funds Plan. All shares issued are fully paid and non-assessable, and shareholders have no preemptive or other right to subscribe to any additional shares and no conversion rights.
Minimum Initial Investments
The minimum initial investment for Class N and Class R shares is $2,500 for each Fund, and the subsequent minimum investment is $50. The minimum initial investment for the Class N shares of each Fund by Individual Retirement Accounts, Education Savings Accounts and Uniform Gift to Minor Accounts/Uniform Transfer to Minor Accounts is $500. The subsequent minimum investment for each account type is $50.
The minimal initial investment for Class I shares is $1,000,000, with the exception of ASTON/Lake Partners LASSO Alternatives Fund , ASTON/DoubleLine Core Plus Fixed Income Fund and ASTON/River Road Dividend All Cap Value Fund II , which is $100,000.
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For purposes of the investment minimum, the balances of Fund accounts of clients of a financial consultant may be aggregated in determining whether the minimum investment has been met. This aggregation may also be applied to the accounts of immediate family members (i.e., a persons spouse, parents, children, siblings and in-laws). In addition, the aggregation may be applied to the related accounts of a corporation or other legal entity. The Funds may waive the minimum initial investment by obtaining a letter of intent, evidencing an investors intention of meeting the minimum initial investment in a specified period of time as continually reviewed and approved by the Board. The minimum investment requirement may be waived for Trustees of the Trust and employees of the Adviser and their spouses, employees of a Funds subadviser and their spouses, and affiliates of the Adviser. The minimum investment requirement may be waived for certain omnibus accounts, mutual fund advisory platforms and registered investment advisors, banks, trust companies or similar financial institutions investing for their own account or for the account of their clients or customers for whom such institution is exercising investment discretion, or otherwise acting on behalf of clients or customers. The minimum investment requirement may be waived for individual accounts of a financial intermediary that charges an ongoing fee for its services or offers shares through a no-load network or platform, and for accounts invested through fee-based advisory accounts, certain wrap programs and similar programs with approved intermediaries. The Trust reserves the right to waive a Funds minimum initial investment requirement for any reason.
There is no sales load or charge in connection with the purchase of shares. The Trust reserves the right to reject any purchase order and to suspend the offering of shares of a Fund. Each Fund also reserves the right to change the initial and subsequent investment minimums.
Anti-Money Laundering Laws
The Funds are required to comply with various federal anti-money laundering laws and regulations. Consequently, a Fund may be required to freeze the account of a shareholder if the shareholder appears to be involved in suspicious activity or if certain account information matches information on government lists of known terrorists or other suspicious persons, or the Fund may be required to transfer the account or proceeds of the account to a government agency.
Customer Identification Program
Federal law requires each Fund to obtain, verify and record identifying information for each investor who opens or reopens an account with the Trust. An investor may be an individual or a person other than an individual (such as a corporation, partnership or trust). Such identifying information may include the name, residential or business street address, principal place of business, local office or other physical location (for a person other than an individual), date of birth (for an individual), social security or taxpayer identification number or other identifying information. Applications without the required information, or without any indication that a social security or taxpayer identification number has been applied for, may not be accepted. After acceptance, to the extent permitted by applicable law or its customer identification program, the Trust reserves the right (a) to place limits on transactions in any account until the identity of the investor is verified; or (b) to refuse an investment in the Funds or to involuntarily redeem an investors shares at the current share price and close an account in the event that an investors identity is not verified within 90 days regardless of the type of account. This may cause shares in the investors account to be redeemed at a loss. You may be subject to taxes if the Trust liquidates your account due to insufficient information as it relates to customer identification procedures. The Trust and its agents will not be responsible for any loss or adverse tax effect in an investors account resulting from the investors delay in providing all required identifying information or from closing an account and redeeming an investors shares when an investors identity cannot be verified.
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Voting Rights
Each issued and outstanding share of a Fund is entitled to one vote and fractional shares are entitled to a fractional vote. Shares of a Fund participate equally in regard to dividends, distributions and liquidations with respect to that Fund subject to preferences (such as 12b-1 fees), rights or privileges of any share class. Shareholders have equal non-cumulative voting rights. Class N and Class R shares have exclusive voting rights with respect to the Plans for their class. On any matter submitted to a vote of shareholders, shares of each Fund will vote separately except when a vote of shareholders in the aggregate is required by law, or when the Trustees have determined that the matter affects the interests of more than one Fund, in which case the shareholders of all such Funds shall be entitled to vote thereon.
Shareholder Meetings
The Board does not intend to hold annual meetings of shareholders of the Funds. The Trust Instrument provides that the Board will call a meeting for the purpose of voting upon the question of removal of any Trustee when requested to do so by shareholders owning not less than 10% of the outstanding shares of a Fund entitled to vote. In addition, subject to certain conditions, shareholders of a Fund may apply to the Trust to communicate with other shareholders to request a shareholders meeting to vote upon the removal of a Trustee.
Certain Provisions of the Trust Instrument
Under Delaware law, the shareholders of a Fund will not be personally liable for the obligations of the Fund; a shareholder is entitled to the same limitation of personal liability extended to shareholders of corporations. To guard against the risk that Delaware law might not be applied in other states, the Trust Instrument requires that every written obligation of the Trust or a Fund contain a statement that such obligation may only be enforced against the assets of the Trust or Fund and provides for indemnification out of Trust or Fund property of any shareholder nevertheless held personally liable for Trust or Fund obligations.
Expenses
Expenses attributable to the Trust, but not to a particular Fund, will be allocated to each Fund on the basis of relative net assets of the Funds. Similarly, expenses attributable to a particular Fund, but not to a particular class thereof, will be allocated to each class of such Fund on the basis of relative net assets of the classes. General Trust expenses may include but are not limited to: insurance premiums, Trustee fees, expenses of maintaining the Trusts legal existence and fees of industry organizations. General Fund expenses may include but are not limited to: audit fees, brokerage commissions, registration of Fund shares with the SEC, fees to the various state securities commissions, printing and postage expenses related to preparing and distributing required documents such as shareholder reports, prospectuses and proxy statements to current shareholders, fees of the Funds custodian, Administrator, Subadministrator, transfer agent and other service providers, including reimbursement to the Adviser for payments made to third-party service providers that provide sub-transfer agency, sub-accounting and/or shareholder services for shareholder accounts, and costs of obtaining quotations of portfolio securities and pricing of Fund shares. Class-specific expenses relating to distribution and service fee payments associated with a Plan for a particular class of shares and other costs relating to implementing or amending such Plan (including obtaining shareholder approval of such Plan or any amendment thereto) will be borne solely by shareholders of such class. Other fees and expenses that may differ between classes may include but are not limited to, litigation or other legal expenses relating to a specific class, and expenses incurred as a result of matters relating to a specific class.
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Notwithstanding the foregoing, the Adviser or other service providers may waive or reimburse the fees and expenses of a specific Fund or a class or classes to the extent permitted under Rule 18f-3 under the 1940 Act.
The net asset value per share of each Fund is computed as of the close of the regular trading session on the NYSE on each day the NYSE is open for trading, typically 4:00 p.m. Eastern time. The NYSE is closed on New Years Day, Martin Luther King Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
The net asset value per share is computed by adding the value of all securities and other assets in the portfolio, deducting any liabilities (expenses and fees are accrued daily) and dividing by the number of shares outstanding. The equity portfolio securities of each Fund listed or traded on a national securities exchange or reported on the NASDAQ National Market System are valued at the last sale price or NASDAQ Official Closing Price, when appropriate. If no last sale price or NASDAQ Official Closing Price, when appropriate, is reported, the mean of the last bid and asked prices may be used. Securities traded OTC are priced at the mean of the latest bid and asked prices. When market quotations are not readily available or are deemed unreliable, securities and other assets are valued at fair value as determined by the Adviser in accordance with guidelines adopted by the Board.
Fixed income securities are valued using evaluated prices obtained from independent pricing services in accordance with guidelines adopted and periodically reviewed by the Board. Options, futures and options on futures are valued at the settlement price as determined by the appropriate clearing corporation.
Quotations of foreign securities denominated in foreign currency are converted to U.S. dollar equivalents using foreign exchange quotations received from independent dealers. The calculation of the net asset value of each Fund may not take place contemporaneously with the determination of the prices of certain portfolio securities of foreign issuers used in such calculation. Further, under the Trusts procedures, the prices of foreign securities are determined using information derived from pricing services and other sources. Information that becomes known to the Trust or its agents after the time that net asset value is calculated on any Business Day may be assessed in determining net asset value per share after the time of receipt of the information, but will not be used to retroactively adjust the price of the security so determined earlier or on a prior day. Events affecting the values of portfolio securities that occur between the time their prices are determined and the close of regular trading on the NYSE (normally 4:00 p.m., Eastern time) may not be reflected in the calculation of net asset value. If events materially affecting the value of such securities occur during such period, then these securities may be valued at fair value as determined by the Adviser and subadvisers in accordance with guidelines adopted by the Board. The Trust has retained an independent statistical fair value pricing service to assist in the fair valuation of securities principally traded in a foreign market held by certain Funds in order to adjust for possible changes in value that may occur between the close of the foreign exchange and the time as of which the Funds shares are priced.
Larger redemptions may be detrimental to a Funds existing shareholders. While each Fund intends to pay all sales proceeds in cash, the Trust, on behalf of each Fund, reserves the right to honor any request for redemption in excess of $250,000 during any 90-day period by making payment in whole or in part in the form of certain securities of the Fund chosen by the Fund and valued the same way as they are valued for purposes of computing the Funds net asset value. This is called redemption-in-kind. A shareholder may need to pay certain sales charges related to a redemption-in-kind, such as brokerage commissions,
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when the securities are sold. For shares that are not held in a tax deferred account, redemptions-in-kind are taxable for federal income tax purposes in the same manner as when sales proceeds are paid in cash.
Income dividends and capital gain distributions are reinvested automatically in additional shares at net asset value, unless you elect to receive them in cash. Distribution options may be changed at any time by requesting a change in writing. Any check in payment of dividends or other distributions which cannot be delivered by the Post Office or which remains uncashed for a period of more than one year may be reinvested in the shareholders account at the then current net asset value and the dividend option may be changed from cash to reinvest. Dividends are reinvested on the ex-dividend date at the net asset value determined at the close of business on that date. Please note that shares purchased shortly before the record date for a dividend or distribution may have the effect of returning capital, although such dividends and distributions are subject to federal income taxes in the same manner as other distributions.
The following is intended to be a general summary of certain federal income tax consequences of investing in the Funds. It is not intended as a complete discussion of all such consequences or a discussion of circumstances applicable to certain types of shareholders. Investors are therefore advised to consult their tax advisors before making an investment decision.
Fund Taxation
Each Fund intends to qualify or to continue to qualify each year as a regulated investment company (RIC) under the Internal Revenue Code of 1986, as amended (the Code). In order to so qualify, a Fund must, among other things, (i) derive at least 90% of its gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies and net income derived from interests in qualified publicly traded partnerships, (ii) distribute at least 90% of its dividend, interest and certain other taxable income each year and 90% of its net tax-exempt income, and (iii) at the end of each fiscal quarter (a) maintain at least 50% of the value of its total assets in cash and cash items, U.S. government securities, securities of other RICs, and other securities of issuers which represent, with respect to each issuer, no more than 5% of the value of the Funds total assets and 10% of the outstanding voting securities of such issuer, and (b) have no more than 25% of the value of its total assets invested in the securities (other than those of the U.S. government or other RICs) of any one issuer or of two or more issuers which the Fund controls and which are engaged in the same, similar or related trades and businesses or in the securities of one or more qualified publicly traded partnerships. The requirements for qualification as a RIC may significantly limit the extent to which a Fund may invest in some investments, including certain commodity ETFs and commodity-linked investments.
To the extent that a Fund qualifies for treatment as a RIC, it will not be subject to federal income tax on income and gains paid to shareholders in the form of dividends or capital gains distributions.
A federal excise tax at the rate of 4% will be imposed on the excess, if any, of a Funds required distribution over actual distributions in any calendar year. Generally, the required distribution is 98% of a Funds ordinary income for the calendar year plus 98.2% of its capital gain net income recognized during the one-year period ending on October 31 plus undistributed amounts from prior years. Each Fund intends to make distributions sufficient to avoid imposition of the excise tax.
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If a Fund invests in certain pay-in-kind securities, zero coupon securities, deferred interest securities or, in general, any other securities with original issue discount (or with market discount if the Fund elects to include market discount in income currently), the Fund must accrue income on such investments for each taxable year, which generally will be prior to the receipt of the corresponding cash payments. However, a Fund must distribute to shareholders, at least annually, all or substantially all of its investment company taxable income (determined without regard to the deduction for dividends paid), including such accrued income, to avoid federal income and excise taxes. Therefore, a Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy these distribution requirements.
A Fund may acquire market discount bonds. A market discount bond is a security acquired in the secondary market at a price below its redemption value (or its adjusted issue price if it is also an original issue discount bond). If a Fund invests in a market discount bond, it generally will be required to treat any gain recognized on the disposition of such market discount bond as ordinary income (instead of capital gain) to the extent of the accrued market discount, unless the Fund elects to include the market discount in income as it accrues.
A Funds investment in lower-rated or unrated debt securities may present issues for the Fund if the issuers of these securities default on their obligations because the federal income tax consequences to a holder of such securities are not certain.
A Funds transactions, if any, in forward contracts, options, futures contracts and hedged investments may be subject to special provisions of the Code that, among other things, may affect the character of gain and loss realized by a Fund (i.e., may affect whether gain or loss is ordinary or capital), accelerate recognition of income to a Fund, defer a Funds losses, and affect whether capital gain and loss is characterized as long-term or short-term. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also may require a Fund to mark-to-market certain types of positions (i.e., treat them as if they were closed out), which may cause a Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the distribution requirements for avoiding federal income and excise taxes. The Funds will monitor their transactions, make the appropriate tax elections, and make the appropriate entries in their books and records when they acquire any option, futures contract, forward contract, or hedged investment in order to mitigate the effect of these rules, prevent disqualification of the Fund as a RIC, and minimize the imposition of federal income and excise taxes.
If an option which a Fund has written expires on its stipulated expiration date, the Fund recognizes a short-term capital gain. If a Fund enters into a closing purchase transaction with respect to an option which the Fund has written, the Fund realizes a short-term capital gain (or loss if the cost of the closing transaction exceeds the premium received when the option was sold) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a call option which a Fund has written is exercised, the Fund realizes a capital gain or loss from the sale of the underlying security and the proceeds from such sale are increased by the premium originally received.
If an option which a Fund has purchased expires on the stipulated expiration date, the Fund realizes a short-term or long-term capital loss for federal income tax purposes in the amount of the cost of the option. If a Fund exercises a put option, it realizes a capital gain or loss (long-term or short-term, depending on the holding period of the underlying security) from the sale of the underlying security which will be decreased by the premium originally paid.
Options held by a Fund at the end of each fiscal year on a broad-based stock index are treated under the Code as Section 1256 contracts and will be required to be marked-to-market (i.e., treated as if they were sold) for federal income tax purposes. Sixty percent of any net gain or loss recognized on such deemed
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sales or on any actual sales will be treated as long-term capital gain or loss, and the remainder will be treated as short-term capital gain or loss (60/40 gain or loss). Certain other options, futures contracts and options on futures contracts utilized by the Funds are also Section 1256 contracts. These Section 1256 contracts held by the Funds at the end of each taxable year (and on October 31 of each year for purposes of the 4% excise tax) are also marked-to-market with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss, together with the gain or loss on actual sales, is treated as a 60/40 gain or loss.
A Funds entry into a short sale transaction, an option or certain other transactions could be treated as the constructive sale of an appreciated financial position, causing a Fund to realize gain, but not loss, on the position.
The application of certain requirements for qualification as a RIC and the application of certain other federal income tax rules may be unclear in some respects in connection with investments in certain derivatives and other investments. As a result, a Fund may be required to limit the extent to which it invests in such investments and it is also possible that the Internal Revenue Service (the IRS) may not agree with a Funds treatment of such investments. In addition, the tax treatment of derivatives and certain other investments may be affected by future legislation, Treasury Regulations and guidance issued by the IRS (which could apply retroactively) that could affect the timing, character and amount of a Funds income and gains and distributions to shareholders, affect whether a Fund has made sufficient distributions and otherwise satisfied the requirements to maintain its qualification as a RIC and avoid federal income and excise taxes or limit the extent to which a Fund may invest in certain derivatives and other investments in the future.
Generally, the character of the income or capital gains that a Fund receives from another investment company will pass through to the Funds shareholders as long as the Fund and the other investment company each qualify as RICs. However, to the extent that another investment company that qualifies as a RIC realizes net losses on its investments for a given taxable year, a Fund will not be able to recognize its share of those losses until it disposes of shares of such investment company. Moreover, even when a Fund does make such a disposition, a portion of its loss may be recognized as a long-term capital loss, which will not be treated as favorably for federal income tax purposes as an ordinary deduction. In particular, a Fund will not be able to offset any capital losses from its dispositions of shares of other investment companies against its ordinary income. As a result of the foregoing rules, and certain other special rules, it is possible that the amounts of net investment income and net capital gains that a Fund will be required to distribute to shareholders will be greater than such amounts would have been had the Fund invested directly in the securities held by the investment companies in which it invests, rather than investing in shares of the investment companies. For similar reasons, the character of distributions from a Fund (e.g., long-term capital gain, qualified dividend income, etc.) will not necessarily be the same as it would have been had the Fund invested directly in the securities held by the investment companies in which it invests.
A Fund may invest to a limited degree in MLPs and ETFs that are treated as qualified publicly traded partnerships for federal income tax purposes. Net income derived from an interest in a qualified publicly traded partnership is included in the sources of income from which a RIC may derive 90% of its gross income. However, no more than 25% of the value of a RICs total assets at the end of each fiscal quarter may be invested in securities of qualified publicly traded partnerships. If an MLP or ETF in which a Fund invests is taxed as a partnership for federal income tax purposes, the Fund will be taxed on its allocable share of the MLPs or ETFs income regardless of whether the Fund receives any distribution from the MLP or ETF. Thus, a Fund may be required to sell other securities in order to satisfy the distribution requirements to qualify as a RIC and to avoid federal income and excise taxes. Distributions to a Fund from an MLP or ETF that is taxed as a partnership for federal income tax purposes will constitute a return
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of capital to the extent of the Funds basis in its interest in the MLP or ETF. If a Funds basis is reduced to zero, distributions will constitute capital gain for federal income tax purposes.
Distributions from royalty income trusts will be treated as dividend income eligible under the 90% income test described above if the trust is treated as a corporation for U.S. federal income tax purposes. A Fund will invest only in royalty income trusts that are expected to be treated as corporations for U.S. federal income tax purposes.
Under the Code, gains or losses attributable to fluctuations in exchange rates which occur between the time a Fund accrues income or receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such income or pays such liabilities generally are treated as ordinary income or loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain other instruments, gains or losses attributable to fluctuations in the value of the foreign currency between the date of acquisition of the security or contract and the date of disposition also may be treated as ordinary gain or loss. These gains and losses, referred to under the Code as Section 988 gains or losses, may increase or decrease the amount of a Funds investment company taxable income to be distributed to its shareholders as ordinary income.
If a Fund receives an excess distribution with respect to the stock of a passive foreign investment company (PFIC), the Fund itself may be subject to federal income tax on a portion of the excess distribution, whether or not the corresponding income is distributed by the Fund to shareholders. In general, a foreign corporation is classified as a PFIC for a taxable year if at least 50% of its assets constitute certain investment-type assets or 75% or more of its gross income is certain investment-type income.
Under the PFIC rules, an excess distribution is treated as having been realized ratably over the period during which the Funds held the PFIC stock. A Fund itself will be subject to U.S. federal income tax (including interest) on the portion, if any, of an excess distribution that is so allocated to prior taxable years. Certain distributions from a PFIC as well as gain from the sale of PFIC stock are treated as excess distributions. Excess distributions are characterized as ordinary income even though, absent application of the PFIC rules, certain excess distributions might have been classified as capital gain.
Rather than being taxed on the PFIC income as discussed above, a Fund may be eligible to elect alternative tax treatment. Under an election that currently is available in certain circumstances, a Fund generally would be required to include in its gross income its share of the PFICs income and net capital gain annually, regardless of whether distributions are received from the PFIC in a given year. In addition, another election may be available that would involve marking to market a Funds PFIC shares at the end of each taxable year (and on certain other dates prescribed in the Code), with the result that unrealized gains are treated as though they were realized and treated as ordinary income or loss (subject to certain limitations). If this election were made, federal income tax at the Fund level under the PFIC rules would generally be eliminated, but the Fund could, in limited circumstances, incur nondeductible interest charges. A Funds intention to qualify annually as a RIC may limit its options with respect to PFIC shares.
Because the application of the PFIC rules may affect, among other things, the character of gains and the amount of gain or loss and the timing of the recognition of income with respect to PFIC shares, and may subject a Fund itself to tax on certain income from PFIC shares, the amount that must be distributed to shareholders and that will be taxed to shareholders as ordinary income or long-term capital gain may be increased or decreased as compared to a fund that did not invest in PFIC shares.
A Funds investments in REITs may result in the Funds receipt of cash in excess of the REITs earnings; if the Fund distributes these amounts, these distributions could constitute a return of capital to Fund
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shareholders for federal income tax purposes. Investments in REIT equity securities also may require a Fund to accrue and distribute income not yet received. To generate sufficient cash to make the requisite distributions, a Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold. Dividends received by a Fund from a REIT will not qualify for the corporate dividends-received deduction and generally will not constitute qualified dividend income (see Shareholder Taxation below).
The Funds may invest in REITs that hold residual interests in real estate mortgage investment conduits (REMICs). Under a notice issued by the IRS, a portion of a Funds income from a REIT (or other pass-through entity) that is attributable to a residual interest in a REMIC (referred to in the Code as an excess inclusion) will be subject to federal income tax in all events. The notice provides that excess inclusion income of a RIC, such as a Fund, will be allocated to shareholders of the RIC in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest directly. In general, excess inclusion income allocated to shareholders (a) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (b) will constitute unrelated business taxable income to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on unrelated business income, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a federal income tax return, to file a tax return and pay tax on such income, and (c) in the case of a foreign shareholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a disqualified organization (as defined by the Code) is a record holder of a share in a RIC, then the RIC will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest federal income tax rate imposed on corporations.
Shareholder Taxation
Shareholders will be subject to federal income taxes on distributions made by the Funds whether received in cash or additional shares of the Funds. Distributions of net investment income (including any net short-term capital gain in excess of any net long-term capital loss), other than qualified dividend income, if any, will be taxable to shareholders as ordinary income. Distributions of qualified dividend income, as such term is defined in Section 1(h)(11) of the Code (generally dividends received from U.S. domestic corporations and certain qualified foreign corporations), by a Fund to its noncorporate shareholders generally will be taxed at the federal income tax rates applicable to net capital gain, provided certain holding period and other requirements described below are satisfied. Dividends received from REITs and certain foreign corporations generally will not constitute qualified dividend income. Distributions of net capital gain (the excess of net long-term capital gains over net short-term capital losses), if any, will be taxable to shareholders as long-term capital gain without regard to how long a shareholder has held shares of a Fund. Long-term capital gains are generally taxable to individuals and other noncorporate taxpayers at a maximum federal income tax rate of 20%. Dividends paid by a Fund may also qualify in part for the 70% dividends-received deduction available to corporate shareholders, provided that certain holding period and other requirements under the Code are satisfied. Generally, however, dividends received from most REITs and on stocks of foreign issuers are not eligible for the dividends-received deduction when distributed to the Funds corporate shareholders.
To be eligible for treatment as qualified dividend income, shareholders generally must hold their shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date. In order for dividends received by a Funds shareholders to be treated as qualified dividend income, a Fund must also meet holding period and other requirements with respect to such dividend paying stocks it owns. A dividend will not be treated as qualified dividend income at the Fund level if the dividend is received with respect to any share of stock held for 60 days or fewer during the 121-day period beginning on the date
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which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 90 days or fewer during the 181-day period beginning 90 days before such date). In addition to the above holding period requirements, a dividend will not be treated as qualified dividend income (at either the Fund or shareholder level), (1) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (2) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest, or (3) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the United States (with an exception for stock that is readily tradable on an established securities market in the United States) or (b) treated as a PFIC.
If a Fund receives dividends from an underlying fund, including an ETF, that qualifies as a RIC and the underlying fund designates such dividends as qualified dividend income, then the Fund may in turn designate that portion of its distributions derived from those dividends as qualified dividend income as well, provided the Fund meets the holding period and other requirements with respect to its shares of the underlying fund.
Distributions declared by a Fund during October, November or December to shareholders of record during such month and paid by January 31 of the following year will be taxable in the year they are declared, rather than the year in which they are received. Each Fund will notify its shareholders each year of the amount and type of dividends and distributions it paid.
Gain or loss realized upon a redemption or other disposition (such as an exchange) of shares of a Fund by a shareholder will generally be treated as long-term capital gain or loss if the shares have been held for more than one year and, if not held for such period, as short-term capital gain or loss. Any loss on the sale or exchange of shares held for six months or less will be treated as a long-term capital loss to the extent of any long-term capital gain dividends paid to the shareholder with respect to such shares. Any loss a shareholder realizes on a sale or exchange of shares will be disallowed if the shareholder acquires other shares of the Fund (whether through the automatic reinvestment of dividends or otherwise) or substantially identical stock or securities within a 61-day period beginning 30 days before and ending 30 days after the shareholders sale or exchange of the shares. In such case, the shareholders tax basis in the shares acquired will be adjusted to reflect the disallowed loss. Capital losses may be subject to limitations on their use by a shareholder.
When a shareholder opens an account, IRS regulations require that the shareholder provide a taxpayer identification number (TIN), certify that it is correct, and certify that he, she or it is not subject to backup withholding. If a shareholder fails to provide a TIN or the proper tax certifications, each Fund is required to withhold 28% of all distributions (including dividends and capital gain distributions) and redemption proceeds paid to the shareholder. Each Fund is also required to begin backup withholding on an account if the IRS instructs it to do so. Amounts withheld may be applied to the shareholders federal income tax liability and the shareholder may obtain a refund from the IRS if withholding results in an overpayment of federal income tax for such year.
An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds a threshold amount.
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Foreign Taxation
Income received by a Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax conventions between certain countries and the U.S. may reduce or eliminate such taxes. If more than 50% of the value of a Funds total assets at the close of its taxable year consists of stock or securities of foreign corporations, or if the Fund is a qualified fund of funds (see Investment Companies below), such Fund will be eligible to elect to pass through to the Funds shareholders the amount of eligible foreign income and similar taxes paid by the Fund or in the case of a qualified fund of funds, such taxes paid by an underlying fund that has made the election. If this election is made, a shareholder generally subject to federal income tax will be required to include in gross income (in addition to taxable dividends actually received) his or her pro rata share of foreign taxes in computing his or her taxable income and to use such amount as a foreign tax credit against his or her U.S. federal income tax liability or deduct such amount in lieu of claiming a credit, in each case subject to certain limitations. In particular, shareholders must hold their shares (without protection from risk of loss) for more than 15 days during the 31-day period beginning 15 days before the ex-dividend date to be eligible to claim a foreign tax credit with respect to such dividend. These same holding period rules also generally apply at the Fund level; thus a Fund that makes an election to pass through foreign taxes must also hold the stock in such foreign corporations for such specified periods. No deduction for foreign taxes may be claimed by a shareholder who does not itemize deductions. Each shareholder will be notified after the close of a Funds taxable year whether the foreign taxes paid by the Fund will pass through for that year.
Generally, a credit for foreign taxes is subject to the limitation that it may not exceed the shareholders U.S. federal income tax attributable to his or her total foreign source taxable income. For this purpose, if the pass-through election is made by a Fund, the source of the Funds income will flow through to shareholders of the Fund. Gains from the sale of securities will be treated as derived from U.S. sources and certain currency fluctuation gains, including fluctuation gains from foreign currency-denominated debt securities, receivables and payables will be treated as ordinary income derived from U.S. sources. The limitation on the foreign tax credit is applied separately to foreign source passive income. Shareholders may be unable to claim a credit for the full amount of their proportionate share of the foreign taxes paid by a Fund.
If the Fund does not satisfy the requirements for passing through to its shareholders their proportionate shares of any foreign taxes paid by the Fund, shareholders will not be required to include such taxes in their gross incomes and will not be entitled to a tax deduction or credit for such taxes on their own federal income tax returns.
Investment Companies
The use of a fund-of-funds structure by ASTON/Lake Partners LASSO Alternatives Fund (the Fund-of-Funds) could affect the amount, timing, and character of distributions from the Fund, and, therefore, may increase the amount of taxes payable by shareholders. Because the Fund-of-Funds will invest a large portion of its assets in shares of other funds, its distributable income and gains will normally consist largely of distributions from the underlying funds in which it invests and gains and losses on disposition of shares of the underlying funds.
Generally, the character of the income or capital gains that the Fund-of-Funds receives from an underlying fund will pass through to the Fund-of-Funds shareholders as long as the Fund-of-Funds and underlying fund qualify as RICs. However, to the extent that an underlying fund that qualifies as a RIC realizes net losses on its investments for a given taxable year, the Fund-of-Funds will not be able to recognize its share of those losses (so as to offset distributions of net income or capital gains from other underlying funds in which it invests) until it disposes of shares of such underlying fund. Moreover, even
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when the Fund-of-Funds does make such a disposition, a portion of its loss may be recognized as a long-term capital loss, which will not be treated as favorably for federal income tax purposes as an ordinary deduction. In particular, the Fund-of-Funds will not be able to offset any capital losses from its dispositions of underlying fund shares against its ordinary income (including distributions of any net short-term capital gains from an underlying fund that qualifies as a RIC).
In addition, in certain circumstances, the wash sale rules may apply to the Fund-of-Funds sales of underlying fund shares that have generated losses. A wash sale occurs if shares of an underlying fund are sold by the Fund-of-Funds at a loss and the Fund-of-Funds acquires additional shares of that same underlying fund or other substantially identical stock or securities 30 days before or after the date of the sale. The wash-sale rules could defer losses in the Fund-of-Funds hands on sales of underlying fund shares (to the extent such sales are wash sales) for extended (and, in certain cases, potentially indefinite) periods of time.
As a result of the foregoing rules, and certain other special rules, it is possible that the amounts of net investment income and net capital gains that the Fund-of-Funds will be required to distribute to shareholders will be greater than such amounts would have been had the Fund-of-Funds invested directly in the securities held by the underlying funds, rather than investing in shares of the underlying funds. For similar reasons, the character of distributions from the Fund-of-Funds (e.g., long-term capital gain, qualified dividend income, etc.) will not necessarily be the same as it would have been had the Fund-of-Funds invested directly in the securities held by the underlying funds.
If the Fund-of-Funds is a qualified fund of funds (i.e., a RIC that invests at least 50% of its total assets in other RICs at the close of each quarter of its taxable year), it may elect to pass through to its own shareholders foreign tax credits received from underlying funds that make the election to pass such foreign tax credits through to their shareholders (see Foreign Taxation above).
The foregoing is only a general description of the federal income tax consequences of a fund-of-funds structure. Accordingly, prospective purchasers of shares of the Fund-of-Funds are urged to consult their tax advisers with specific reference to their own tax situation, including the potential application of state, local and foreign taxes.
Other Taxes
Dividends and distributions also may be subject to state and local taxes. Shareholders are urged to consult their tax advisers regarding the application of federal, foreign, state and local taxes to their particular situation.
The foregoing discussion relates solely to U.S. federal income tax law as applied to U.S. investors. Non-U.S. investors should consult their tax advisers concerning the tax consequences of ownership of shares of the Fund, including the possibility that distributions may be subject to a 30% U.S. withholding tax (or a reduced rate of withholding provided by an applicable treaty).
The Foreign Account Tax Compliance Act (FATCA) generally requires a Fund to obtain information sufficient to identify the status of each of its shareholders. If a shareholder fails to provide this information or otherwise fails to comply with FATCA, a Fund may be required to withhold under FATCA at a rate of 30% with respect to that shareholder on Fund dividends and distributions and on the proceeds of the sale, redemption, or exchange of Fund shares. A Fund may disclose the information that it receives from (or concerning) its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA, related intergovernmental agreements or other applicable law or regulation. Each investor is urged to consult its tax advisor regarding the applicability of FATCA and any
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other reporting requirements with respect to the investors own situation, including investments through an intermediary.
Special rules apply to foreign persons who receive distributions from a Fund that are attributable to gain from United States real property interests (USRPIs). The Code defines USRPIs to include direct holdings of U.S. real property and any interest (other than an interest solely as a creditor) in a United States real property holding corporation or former United States real property holding corporation. The Code defines a United States real property holding corporation as any corporation whose USRPIs make up 50% or more of the fair market value of its USRPIs, its interests in real property located outside the United States, plus any other assets it uses in a trade or business. In general, if a Fund is a United States real property holding company (determined without regard to certain exceptions), distributions by the Fund that are attributable to distributions received by the Fund from a lower-tier REIT that the Fund is required to treat as USRPI gain in its hands will retain their character as gains realized from USRPIs in the hands of the foreign persons. If the foreign shareholder holds (or has held at any time during the prior year) more than a 5% interest in a class of stock of a Fund, such distributions received by the shareholder with respect to such class of stock will be treated as gains effectively connected with the conduct of a U.S. trade or business, and subject to tax at graduated rates. Moreover, such shareholders will be required to file a U.S. income tax return for the year in which the gain was recognized and the Fund will be required to withhold 35% of the amount of such distribution. In the case of all other foreign persons (i.e., those whose interest in the Fund did not exceed 5% at any time during the prior year), the USRPI distribution will be treated as ordinary income (regardless of any designation by the Fund that such distribution is net capital gain) and the Fund must withhold 30% (or a lower applicable treaty rate) of the amount of the distribution paid to such foreign persons.
In addition, if a Fund is a United States real property holding corporation or former United States real property holding corporation, the Fund may be required to withhold U.S. tax upon a redemption of shares by a greater-than-5% shareholder that is a foreign person, and that shareholder would be required to file a U.S. income tax return for the year of the disposition of the USRPI and pay any additional tax due on the gain.
From time to time, the Trust may include general comparative information, such as statistical data regarding inflation, securities indices or the features or performance of alternative investments, in advertisements, sales literature and reports to shareholders. The Trust may also include calculations in these communications, such as hypothetical compounding examples or tax-free compounding examples, which describe hypothetical investment results. Such performance examples will be based on an express set of assumptions and are not indicative of the performance of any Fund. In addition, the Trust may include charts comparing various tax-free yields versus taxable yield equivalents at different income levels.
From time to time, the yield and total return of a Fund may be quoted in advertisements, shareholder reports or other communications to shareholders.
The Funds audited financial statements for the fiscal year ended October 31, 2014, including the report of the independent registered public accounting firm for each Fund, are incorporated herein by reference to the Funds Annual Report as filed with the SEC. The Funds Annual and Semi-Annual Reports are available upon request and without charge.
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The Prospectus and this SAI do not contain all the information included in the Registration Statement filed with the SEC under the 1933 Act with respect to the securities offered by the Trusts Prospectus. Certain portions of the Registration Statement have been omitted from the Prospectus and this SAI pursuant to the rules and regulations of the SEC. The Registration Statement including the exhibits filed therewith may be examined at the office of the SEC in Washington, D.C.
Statements contained in the Prospectus or in this SAI as to the contents of any contract or other document referred to, are not necessarily complete. In each instance reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement of which the Prospectus and this SAI forms a part. Each such statement is qualified in all respects by such reference.
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RATINGS OF INVESTMENTS
Standard & Poors Corporation A brief description of the applicable Standard & Poors Financial Services LLC, a subsidiary of The McGraw-Hill Companies ( Standard & Poors or S&P ), rating symbols and their meanings (as published by S&P) follows:
A Standard & Poors issue credit rating is a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion evaluates the obligors capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default. The issue credit rating is not a statement of fact or recommendation to purchase, sell, or hold a financial obligation or make any investment decisions. Nor is it a comment regarding an issues market price or suitability for a particular investor.
Issue credit ratings are based on current information furnished by the obligors or obtained by Standard & Poors from other sources it considers reliable. Standard & Poors does not perform an audit in connection with any credit rating and may, on occasion, rely on unaudited financial information. Credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances.
Issue credit ratings can be either long-term or short-term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 daysincluding commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.
Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on the following considerations:
1. | Likelihood of paymentcapacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; |
2. | Nature of and provisions of the obligation; and |
3. | Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors rights. |
The issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation applies when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
A-1
AAA | An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is extremely strong. | |||
AA | An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitment on the obligation is very strong. | |||
A | An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong. | |||
BBB | An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. | |||
BB, B, CCC, |
||||
CC, and C | Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions. | |||
BB | An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions, which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation. | |||
B | An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation. | |||
CCC | An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation. | |||
CC | An obligation rated CC is currently highly vulnerable to nonpayment. | |||
C | A C rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the C rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instruments terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either |
A-2
repurchased for an amount of cash or replaced by other instruments having a total value that is less than par. | ||||
D | An obligation rated D is in payment default. The D rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due, unless Standard & Poors believes that such payments will be made within the shorter of the stated grace period but not longer than five business days. Both a longer stated grace period and the absence of a stated grace period are irrelevant. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized. An obligations rating is lowered to D upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par. |
Plus (+) or minus (-). The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.
N.R. | This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poors does not rate a particular obligation as a matter of policy. |
Short-Term Issue Credit Ratings
A-1 | A short-term obligation rated A-1 is rated in the highest category by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitment on these obligations is extremely strong. | |||
A-2 | A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial commitment on the obligation is satisfactory. | |||
A-3 | A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. | |||
B | A short-term obligation rated B is regarded as having significant speculative characteristics. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation. | |||
C | A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. |
A-3
D | A short-term obligation rated D is in payment default. The D rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized. |
Moodys Investors Service, Inc. A brief description of the applicable Moodys Investors Service, Inc. ( Moodys ) rating symbols and their meanings (as published by Moodys) follows:
Long-Term Obligation Ratings
Moodys long-term ratings are opinions of the relative credit risk of financial obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings use Moodys Global Scale and reflect both the likelihood of default and any financial loss suffered in the event of default.
Aaa | Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level credit risk. | |||
Aa | Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. | |||
A | Obligations rated A are judged to be upper-medium grade and are subject to low credit risk. | |||
Baa | Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. | |||
Ba | Obligations rated Ba are judged to be speculative and are subject to substantial credit risk. | |||
B | Obligations rated B are considered speculative and are subject to high credit risk. | |||
Caa | Obligations rated Caa are judged to be speculative, of poor standing ,and are subject to very high credit risk. | |||
Ca | Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest. | |||
C | Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest. |
Note : Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aaa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
A-4
Short-Term Obligation Ratings
Moodys short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted. Moodys employs the following designations to indicate the relative repayment ability of rated issuers:
P-1 | Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations. | |||
P-2 | Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations. | |||
P-3 | Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations. | |||
NP | Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories. |
Fitch Ratings, Inc. A brief description of the applicable Fitch Ratings, Inc. ( Fitch ) ratings symbols and meanings (as published by Fitch) follows:
Rated entities in a number of sectors, including financial and non-financial corporations, sovereigns and insurance companies, are generally assigned Issuer Default Ratings (IDRs). IDRs opine on an entitys relative vulnerability to default on financial obligations. The threshold default risk addressed by the IDR is generally that of the financial obligations whose non-payment would best reflect the uncured failure of that entity. As such, IDRs also address relative vulnerability to bankruptcy, administrative receivership or similar concepts, although the agency recognizes that issuers may also make pre-emptive and therefore voluntary use of such mechanisms.
In aggregate, IDRs provide an ordinal ranking of issuers based on the agencys view of their relative vulnerability to default, rather than a prediction of a specific percentage likelihood of default. For historical information on the default experience of Fitch-rated issuers, please consult the transition and default performance studies available from the Fitch Ratings website.
Long-Term Credit Ratings
AAA | Highest credit quality. AAA ratings denote the lowest expectation of default risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. | |||
AA | Very high credit quality. AA ratings denote expectations of a very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. | |||
A | High credit quality. A ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This |
A-5
capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings. | ||||
BBB | Good credit quality. BBB ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity. | |||
BB | Speculative. BB ratings indicate an elevated vulnerability to default risk developing, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments. | |||
B | Highly speculative. B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment. | |||
CCC | Substantial credit risk. Default is a real possibility. | |||
CC | Very high levels of credit risk. Default of some kind appears probable. | |||
C | Exceptionally high levels of credit risk. Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a C category rating for an issuer include: |
a. | the issuer has entered into a grace or cure period following non-payment of a material financial obligation; |
b. | the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or |
c. | Fitch Ratings otherwise believes a condition of RD or D to be imminent or inevitable, including through the formal announcement of a distressed debt exchange. |
RD | Restricted default. RD ratings indicate an issuer that in Fitch Ratings opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased operating. This would include: |
a. | the selective payment default on a specific class or currency of debt; |
b. | the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; |
c. | the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or |
d. | execution of a distressed debt exchange on one or more material financial obligations. |
A-6
D | Default. D ratings indicate an issuer that in Fitch Ratings opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business. Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange. |
Imminent default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.
In all cases, the assignment of a default rating reflects the agencys opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuers financial obligations or local commercial practice.
Note: The modifiers + or - may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the AAA Long-Term IDR category, or to Long-Term IDR categories below B.
Specific limitations relevant to the issuer credit rating scale include:
| The ratings do not predict a specific percentage of default likelihood over any given time period. |
| The ratings do not opine on the market value of any issuers securities or stock, or the likelihood that this value may change. |
| The ratings do not opine on the liquidity of the issuers securities or stock. |
| The ratings do not opine on the possible loss severity on an obligation should an issuer default. |
| The ratings do not opine on the suitability of an issuer as a counterparty to trade credit. |
| The ratings do not opine on any quality related to an issuers business, operational or financial profile other than the agencys opinion on its relative vulnerability to default. |
Ratings assigned by Fitch Ratings articulate an opinion on discrete and specific areas of risk. The above list is not exhaustive, and is provided for the readers convenience.
Short-Term Obligation Ratings
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as short term based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets.
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F1 | Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature. | |||
F2 | Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments. | |||
F3 | Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate. | |||
B | Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near-term adverse changes in financial and economic conditions. | |||
C | High short-term default risk. Default is a real possibility. | |||
RD | Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only. | |||
D | Default. Indicates a broad-based default event for an entity, or the default of a specific short-term obligation. |
Specific limitations relevant to the Short-Term Ratings scale include:
| The ratings do not predict a specific percentage of default likelihood over any given time period. |
| The ratings do not opine on the market value of any issuers securities or stock, or the likelihood that this value may change. |
| The ratings do not opine on the liquidity of the issuers securities or stock. |
| The ratings do not opine on the possible loss severity on an obligation should an obligation default. |
| The ratings do not opine on any quality related to an issuer or transactions profile other than the agencys opinion on the relative vulnerability to default of the rated issuer or obligation. |
Ratings assigned by Fitch Ratings articulate an opinion on discrete and specific areas of risk. The above list is not exhaustive, and is provided for the readers convenience.
Rating Watches and Rating Outlooks
Rating Watch
Rating Watches indicate that there is a heightened probability of a rating change and the likely direction of such a change. These are designated as Positive, indicating a potential upgrade, Negative, for a potential downgrade, or Evolving, if ratings may be raised, lowered or affirmed. However, ratings that are not on Rating Watch can be raised or lowered without being placed on Rating Watch first, if circumstances warrant such an action.
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A Rating Watch is typically event-driven and, as such, it is generally resolved over a relatively short period. The event driving the Watch may be either anticipated or have already occurred, but in both cases, the exact rating implications remain undetermined. The Watch period is typically used to gather further information and/or subject the information to further analysis. Additionally, a Watch may be used where the rating implications are already clear, but where a triggering event (e.g. shareholder or regulatory approval) exists. The Watch will typically extend to cover the period until the triggering event is resolved or its outcome is predictable with a high enough degree of certainty to permit resolution of the Watch.
Rating Watches can be employed by all analytical groups and are applied to the ratings of individual entities and/or individual instruments. At the lowest categories of speculative grade (CCC, CC and C) the high volatility of credit profiles may imply that almost all ratings should carry a Watch. Watches are nonetheless only applied selectively in these categories, where a committee decides that particular events or threats are best communicated by the addition of the Watch designation.
Rating Outlook
Rating Outlooks indicate the direction a rating is likely to move over a one- to two-year period. They reflect financial or other trends that have not yet reached the level that would trigger a rating action, but which may do so if such trends continue. The majority of Outlooks are generally Stable, which is consistent with the historical migration experience of ratings over a one- to two-year period. Positive or Negative rating Outlooks do not imply that a rating change is inevitable and, similarly, ratings with Stable Outlooks can be raised or lowered without a prior revision to the Outlook, if circumstances warrant such an action. Occasionally, where the fundamental trend has strong, conflicting elements of both positive and negative, the Rating Outlook may be described as Evolving.
Outlooks are currently applied on the long-term scale to issuer ratings in corporate finance (including sovereigns, industrials, utilities, financial institutions and insurance companies) and public finance outside the U.S.; to issue ratings in public finance in the U.S.; to certain issues in project finance; to Insurer Financial Strength Ratings; to issuer and/or issue ratings in a number of National Rating scales; and to the ratings of structured finance transactions. Outlooks are not applied to ratings assigned on the short-term scale and are applied selectively to ratings in the CCC, CC and C categories. Defaulted ratings typically do not carry an Outlook.
Deciding When to Assign Rating Watch or Outlook
Timing is informative but not critical to the choice of a Watch rather than an Outlook. A discrete event that is largely clear and the terms of which are defined, but which will not happen for more than six monthssuch as a lengthy regulatory approval processwould nonetheless likely see ratings placed on Watch rather than a revision to the Outlook. An Outlook revision may, however, be deemed more appropriate where a series of potential event risks has been identified, none of which individually warrants a Watch but which cumulatively indicate heightened probability of a rating change over the following one to two years.
A revision to the Outlook may also be appropriate where a specific event has been identified, but where the conditions and implications of that event are largely unclear and subject to high execution risk over an extended periodfor example a proposed, but politically controversial, privatization.
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Standard Rating Actions
Affirmed* | The rating has been reviewed and no change has been deemed necessary. | |||
Confirmed | Action taken in response to an external request or change in terms. Rating has been reviewed in either context, and no rating change has been deemed necessary. | |||
Downgrade* | The rating has been lowered in the scale. | |||
Matured | This action is used when an issue has reached the end of its repayment term and rating coverage is discontinued. Denoted as M. | |||
Paid-In-Full | This action indicates that the issue has been paid in full. As the issue no longer exists, it is therefore no longer rated. Denoted as PIF. | |||
New Rating* | Rating has been assigned to a previously unrated issue primarily used in cases of shelf issues such as MTNs or similar programs. | |||
No Longer Applicable (NLA) | Rating formerly assigned is no longer relevant due to a change in scale or some other non-credit event. | |||
Prerefunded* | Assigned to long-term US Public Finance issues after Fitch assesses refunding escrow. | |||
Publish* | Initial public announcement of rating on the agencys website, although not necessarily the first rating assigned. This action denotes when a previously private rating is published. | |||
Upgrade* | The rating has been raised in the scale. | |||
Withdrawn* | The rating has been withdrawn and the issue or issuer is no longer rated by Fitch Ratings. Indicated in rating databases with the symbol WD. | |||
Rating Watch Maintained* | The issue or issuer has been reviewed and remains on active Rating Watch status. | |||
Rating Watch On* | The issue or issuer has been placed on active Rating Watch status. | |||
Rating Watch Revision* | Rating Watch status has changed. | |||
Support Floor Rating Revision | Applicable only to Support ratings related to Financial Institutions, which are amended only with this action. | |||
Under Review* | Applicable to ratings that may undergo a change in scale not related to changes in fundamental credit quality. Final action will be Revision Rating |
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Revision Outlook* | The Rating Outlook status has changed independent of a full review of the underlying rating. | |||
* A rating action must be recorded for each rating in a required cycle to be considered compliant with Fitch policy concerning aging of ratings. Not all Ratings or Data Actions, or changes in rating modifiers, will meet this requirement. Actions that meet this requirement are noted with an * in the above definitions.
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ASTON FUNDS
PROXY VOTING POLICIES AND PROCEDURES
1. De finitions .
Sub-Adviser shall mean any investment adviser hired to implement and oversee the investment program of a respective Fund through a sub-investment advisory agreement with Aston. The term includes all sub-advisers to the Funds.
Sub-Advisers Proxy Voting Policies and Procedures shall mean the Proxy Voting Policies and Procedures of each Sub-Adviser, as amended from time to time.
Board shall mean the Board of Trustees of Aston Funds.
Fund shall mean a series of Aston Funds.
Fund Management shall mean the Chairman of the Board of Trustees, Chief Executive Officer or Chief Financial Officer of Aston Funds.
Trust shall mean Aston Funds.
2. D elegation of Proxy Voting Authority . The Trust has delegated to the applicable Sub-Adviser responsibility for voting all proxies for which a Fund is entitled to vote in accordance with the Proxy Voting Policies and Procedures of each Sub-Adviser, and each Sub-Adviser has accepted such delegation. Each Sub-Adviser shall provide the Board with a copy of its Proxy Voting Policies and Procedures and such other information that the Board deems necessary.
3. Limitations on the Advisers Responsibilities .
(i) Limited Value . Each Sub-Adviser may abstain from voting a Fund proxy if it concludes that the Funds economic interests or the value of the portfolio holding is indeterminable or insignificant.
(ii) Unjustifiable Costs . Each Sub-Adviser may abstain from voting a Fund proxy for cost reasons (e.g., cost associated with voting proxies of non-U.S. securities). In accordance with the Sub-Advisers duties, it shall weigh the costs and benefits of voting proxy proposals relating to foreign securities and shall make an informed decision with respect to whether voting a given proxy proposal is prudent. The Sub-Advisers decision shall take into account the effect that the Funds vote, either by itself or together with other votes, is expected to have on the value of the Funds investment and whether this expected effect would outweigh the cost of voting.
(iii) Fund Restrictions . Each Sub-Adviser shall vote Fund proxies in accordance with any applicable investment restrictions of the affected Fund.
(iv) Board Direction . Notwithstanding the foregoing delegation to the Sub-Advisers, the Board may from time to time direct a Sub-Adviser to vote a Funds proxies in a manner that is different from the guidelines set forth in the Sub-Advisers Proxy Voting Policies and Procedures. After its receipt of any such direction, the Sub-Adviser shall follow any such direction for proxies received after its receipt of such direction.
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4. Subdelegation . Each Sub-Adviser may delegate its responsibilities under these Proxy Voting Policies and Procedures to a third party, provided that no such delegation shall relieve the Sub-Adviser of its responsibilities hereunder and the Sub-Adviser shall retain final authority and fiduciary responsibility for proxy voting. If a Sub-Adviser delegates such responsibilities, the Sub-Adviser shall monitor the delegates compliance with these Proxy Voting Policies and Procedures.
5. Proxy Voting Expense . Each Sub-Adviser shall bear all expenses associated with voting its proxies and complying with applicable laws related to voting proxies (including expenses associated with engaging third parties to vote a Funds proxies. Each Fund shall promptly reimburse the applicable Sub-Adviser for any out-of-pocket expenses incurred by such Sub-Adviser in performing services related to Institutional Shareholder Services, Inc. maintaining a Funds proxy voting records or filings on Form N-PX.
6. Conflicts of Interest . Each Sub-Adviser shall follow the Conflict of Interest provisions set forth in its Proxy Voting Policies and Procedures. Until such time as each Sub-Advisers Proxy Voting Policies and Procedures address conflicts of interest, each Sub-Adviser shall comply with the following procedures: the Sub-Adviser shall review each Fund proxy to assess the extent, if any, to which there may be a material conflict between the interests of the applicable Fund on the one hand and the Sub-Adviser and its affiliates, directors, officers, employees (and other similar persons) on the other hand (a potential conflict). The Sub-Adviser shall perform this assessment on a proposal-by-proposal basis and a potential conflict with respect to one proposal in a proxy shall not indicate that a potential conflict exists with respect to any other proposal in such proxy. If the Sub-Adviser determines that a potential conflict may exist, it shall promptly report the matter to Fund Management. Fund Management shall determine whether a potential conflict exists and is authorized to resolve any such conflict in a manner that is in the collective best interests of the applicable Fund and Sub-Advisers other clients (excluding any client that may have a potential conflict). Without limiting the generality of the foregoing, Fund Management may resolve a potential conflict in any of the following manners:
(i) If the proposal that gives rise to a potential conflict is specifically addressed in the applicable Sub-Advisers Proxy Voting Policies and Procedures, Fund Management may direct the Sub-Adviser to vote the proxy in accordance with the pre-determined policies and guidelines set forth in the Sub-Advisers Proxy Voting Policies and Procedures; provided that such pre-determined policies and guidelines involve little discretion on the part of the Sub-Adviser;
(ii) Fund Management may disclose the potential conflict to the Board and obtain the Boards consent before directing the Sub-Adviser to vote in the manner approved by the Board;
(iii) Fund Management may direct the Sub-Adviser to engage an independent third-party to determine how the proxy should be voted; or
(iv) Fund Management may direct the Sub-Adviser to establish an ethical wall or other informational barriers between the person(s) that are involved in the potential conflict and the person(s) making the voting decision in order to insulate the potential conflict from the decision maker.
Each Sub-Adviser shall use commercially reasonable efforts to determine whether a potential conflict may exist, and a potential conflict shall be deemed to exist if and only if one or more of the Sub-Advisers senior account representatives actually knew or reasonably should have known of the potential conflict.
7. Approval of Material Changes . Any material changes to the Trusts Proxy Voting Policies and Procedures shall be promptly submitted to the Board for approval. Any material changes in the applicable Sub-Advisers Proxy Voting Policies and Procedures shall be reported to the Board at the next quarterly meeting following such changes.
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8. Reports to the Board . At each quarterly meeting of the Board, each Sub-Adviser shall submit a report to the Board (Exhibit A) describing:
(i) any issues arising under these Proxy Voting Policies and Procedures since the last report to the Board and the resolution of such issues, including but not limited to, information about conflicts of interest not addressed in such Policies and Procedures; and
(ii) any proxy votes taken by the Sub-Adviser on behalf of the Funds since the last report to the Board which were exceptions from the Sub-Advisers Proxy Voting Policies and Procedures and the reasons for any such exceptions.
In addition, no less frequently than annually, Fund Management shall furnish to the Board, and the Board shall consider, a written report identifying any recommended changes in existing policies based upon the Sub-Advisers experience under these Proxy Voting Policies and Procedures and each Sub-Advisers Proxy Voting Policies and Procedures, evolving industry practices and developments in applicable laws or regulations.
9. Maintenance of Records . Each Sub-Adviser shall maintain at its principal place of business the records required to be maintained by the applicable Fund with respect to proxies by the Investment Company Act of 1940, as amended, and the Investment Advisers Act of 1940, as amended, in accordance with the requirements and interpretations thereof. Each Sub-Adviser must maintain proxy statements that it receives regarding Fund securities, but need not to the extent that such proxy statements are available on the SECs EDGAR system. The Sub-Advisers may also rely upon a third party to maintain certain records required to be maintained by the Advisers Act and 1940 Act. Each Sub-Adviser shall maintain and provide such records to the Fund in a mutually agreeable format for filing by the Fund on Form N-PX. Each Adviser acknowledges that the records maintained under the 1940 Act are the property of the Fund and agrees to transfer such records to the Fund upon request.
Adopted: November 30, 2006
Amended: September 30, 2007
Amended: September 30, 2010
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Anchor Capital Advisors LLC
Proxy Voting Policies, Procedures and Guidelines
As a matter of policy and as a fiduciary to our clients, Anchor Capital has responsibility for voting proxies for portfolio securities consistent with the best economic interests of its clients.
The Chief Compliance Officer (CCO) and the Investment Policy Committee (IPC) are responsible for the Companys Proxy Voting Policies and Procedures. The CCO shall be responsible for appointing an officer of the Company to serve as the Chief Proxy Voting Officer (CPVO) and the CPVO may, in turn, designate a Proxy Voting Associate to assist in implementation of the Proxy Voting Procedures. The CPVO is responsible for voting proxies solicited by companies and /or mutual fund sponsors (Registered Investment Companies) whose shares are held in the Companys clients portfolios. The CPVO will decide how a Proxy will be voted.
The CPVO will review proxies solicited on behalf of the Company clients and analyze each proposal in order to determine, with consultation if necessary with the IPC how each proposal might effect and impact the financial and economic interests of the Companys clients , and vote so as to achieve the most favorable short and long term economic impact for the Companys clients.
I. |
Proxy Voting Procedures: |
The Company has contracted with Broadridge Financial Solutions-Proxy Edge to provide the Company with a proxy voting service. This electronic interface will enable the CPVO and PVA to execute proxy votes on behalf of client accounts. In addition, Proxy Edge has agreed to vote as instructed by the PVA paper proxies sent to it. The Company has implemented procedures to notify client transfer agents and other service providers that Proxy Edge is authorized to transmit voting instructions and to vote proxies as instructed by the Company.
The CPVO shall insure that he and the PVA and other associates as might be appropriate shall be trained on the use and administration of the Proxy Edge service. The CPVO shall further insure that the systems records and tracks proxy votes submitted on behalf of clients, and, where required or requested, the CPVO shall provide clients with documentation regarding proxies voted on their behalf. Complete records of proxy votes are maintained electronically through Proxy Edge .
II. |
Voting Guidelines: |
The following is a summary of the how the Company generally votes on specific proposals. All proposals will be voted in the best economic interest of all of the Companys clients. All proxies from a specific issuer will be voted the same way for each client absent specific and agreed upon instructions from individual clients.
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Proposals Concerning Governance
Vote in Favor Of:
| Election of Directors |
| Appointment of Independent Auditors |
| Separate Chairman and Chief Executive Officer |
| Annual election of Directors |
| Broad representation of independent/non-management Directors |
Vote Against:
| Staggered board elections |
| Super majority and cumulative voting |
| Classification of board members |
| Actions that reduce representation of shareholders |
Proposals Concerning Ownership
Vote in Favor Of:
| Stock splits and share issuance involving non material change in ownership |
| Mergers and or acquisitions that are in the best economic interest of clients |
| Issuance of additional shares supported by sound economic reasons |
Vote Against:
| Issuance of shares with unequal voting rights |
| Different classifications of Common Stock |
| Anti-takeover poison pill structures |
Proposals Concerning Compensation
Vote in Favor Of:
| Realistic and relevant short and long term performance objectives |
| Non-excessive and non-dilutive employee stock purchase plans |
| Annual vote on non-binding Say on Pay |
Vote Against:
| Replacing and or re-pricing of underwater options |
| Excessive and or above peer group compensation for independent directors |
| Issuance of excessive and dilutive stock options |
| Issuance of options below current market price |
| Compensation when Chairman and or CEO is greater than 5X next highest executive |
| Incentive payments for results below median of peers |
Proposals Concerning Social, Political, Environmental Issues
All proposals concerning any social, political, and or environmental issues are voted on a case by case basis.
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III. | Conflicts of Interest |
Should a conflict of interest arise, Anchor Capital will resolve the conflict with the view of the best interest of the investors. If Anchor Capital determines there is a material conflict of interest in connection with a proxy vote, Anchor will determine whether voting in accordance with the guidelines described above is in the best interest of the client. It will also determine whether it is appropriate to disclose the conflict to the affected client and provide the client the opportunity to vote the proxy themselves.
IV. |
Disclosure |
Anchor will disclose in its Form ADV 2A that clients may contact the CCO, Kathryn Kearney, via e-mail ( kkearney@anchorcapital.com ) or telephone at 617-338-3800 to obtain information on how Anchor Capital voted and to request a copy of the Proxy Voting Policy. If a client requests voting information, the CCO or CPVO will provide a response to the client that includes; (1) the name of the issuer; (2) the proposal voted on; and (3) how Anchor Capital voted.
Anchor will also provide a summary of the Proxy Policy in its Form ADV 2A which will be updated accordingly. Anchor will also post the Proxy Policy on the Company web site.
V. |
Adoption: |
This Statement of Proxy Voting Policies and Procedures is declared effective as reviewed and approved by the Chief Compliance Officer and Investment Policy Committee on May 29, 2012.
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Baring Asset Management Group Companies
(the Companies)
Proxy Voting Policies and Procedures
Executive Summary
The Companies owe fiduciary, contractual, and statutory duties to vote proxies on the securities that they manage for many of their clients. The Companies will vote client proxies in accordance with the procedures set forth below unless the client retains in writing the right to vote proxies or the Companies determine that any benefit the client may gain from voting a proxy would be outweighed by the costs associated therewith. For many clients, the Companies have assumed contractual responsibility to vote proxies on the securities that they manage for those clients accounts. For ERISA clients ( i.e ., employee benefit plans formed pursuant to the Employee Retirement Income Security Act of 1974), the Companies owe fiduciary and statutory duties to vote proxies on ERISA client securities unless the ERISA clients have explicitly retained the obligation to do so. The Companies also vote proxies for those clients who have invested in certain commingled funds, but do not vote proxies for clients who have invested in the active/passive commingled funds maintained at State Street Bank and Trust (State Street), as State Street retains authority to vote proxies for those clients. To ascertain whether a particular client has delegated proxy voting responsibility to the Companies, please contact the Global Events Department or Legal and Compliance Department.
The Companies reserve the right to amend these Proxy Voting Policies and Procedures from time to time without prior notice to their clients.
Special Circumstances When Proxy Votes May Not Be Cast
In some cases, the Companies may determine that it is not in the best economic interests of clients to vote proxies. For example, some non-U.S. securities issuers impose fees on shareholders or their custodians for exercising the right to vote proxies. Other issuers may block, or prohibit, shareholders from transferring or otherwise disposing of their shares for a period of time after the securities holders have noticed their intent to vote their proxies. Moreover, some issuers require the registration of securities in the name of the beneficial owners before permitting proxies to be cast, and thus mandate the disclosure of the identity of beneficial owners of securities, which may be contrary to the wishes of the Companies clients.
The U.S. Department of Labor (the U.S. Labor Department), which enforces ERISA, recognizes that ERISA clients may incur additional costs in voting proxies linked to shares of non-U.S. corporations. The U.S. Labor Department advises that investment advisers, such as the Companies, should weigh the effect of voting clients shares against the cost of voting.
In these instances, the Global Events Department will notify the appropriate portfolio managers of the costs or restrictions that may apply in voting proxies. Portfolio managers, with guidance from the Proxy Committee if desired, will weigh the economic benefit to the Companies clients of voting those proxies against the cost of doing so. The Global Events Department shall record the reason for any proxy not being voted, which record shall be kept with the proxy voting records of the Companies.
Institutional Shareholder Services (ISS)
The Companies have contracted with ISS, an independent third party service provider, to vote the Companies clients proxies according to ISSs proxy voting recommendations. ISS will also provide
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proxy analysis, vote recommendations, vote execution and record-keeping services for clients for which the Companies have proxy voting responsibility.
The clients custodians forward proxy materials to ISS for those clients who rely on the Companies to vote proxies. ISS forwards proxy proposals along with ISS proxy analysis and vote recommendations to the Companies. The Companies maintain standing instructions that direct ISS to vote all proxies in accordance with ISS recommendations.
ISS Conflict of Interest
There may be instances when ISS makes no recommendation on a proxy voting issue or is recused due to a conflict of interest. In these situations, the applicable portfolio manager will review the issue and, if the Companies do not also have a conflict of interest, direct the Global Events Department to direct ISS how to vote the proxies. If the Companies have a conflict of interest, the Companies, in their sole discretion, shall either engage an independent third party to provide a vote recommendation or contact the client for direction as to how to vote the proxies.
Override of ISS Recommendation
There may be occasions where the Companies portfolio managers seek to override ISSs recommendations if they believe that ISSs recommendations are not in accordance with the best economic interests of clients. In the event that the Companies portfolio managers disagree with an ISS recommendation on a particular voting issue, the appropriate portfolio manager shall document in writing the reasons that the portfolio manager believes that the ISS recommendation is not in accordance with clients best economic interests and submit such written documentation to the Global Events Department.
The Global Events Team shall review the rationale stated to ensure that it is expressed in clear, understandable and complete sentences. Any concerns should be returned to the Portfolio Manager for clarification and revision of the rationale. The Global Events Team shall ensure that when the company is a client of Barings and we wish to vote with the company contrary to the recommendation of ISS, that the procedure set out in this policy under Conflicts of Interest is followed.
Responsibility for the provision of a clear rationale for each occasion when ISS recommendation is not to be followed rests with the Portfolio Manager. The Proxy Voting Committee at each meeting will collectively review and approve the rationale given. If any rationale is judged to be inadequate, further clarification will be requested from the Portfolio Manager.
The Global Events Team can refer the matter to the Proxy Committee where they are concerned with the rationale for overriding ISS recommendations.
Special Client Instructions
There are instances when a client has instructed the Companies how they would like the Companies to vote proxies on particular issues of corporate governance or other matters. The Companies will be responsible for voting in accordance with the client instructions. The Global Events Department will maintain a list of clients that have provided the Companies with special proxy voting instructions, and will ensure that the clients account is set up as a segregated account with ISS. Furthermore, the Global Events Department is responsible for sending a request form to the Client Service Representative responsible for that client to obtain from the Client Service Representative the specific voting instructions on behalf of that client.
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Proxy Committee
The Companies have established a Proxy Voting Committee, which shall include representatives from portfolio management, operations, and legal/compliance or other functional departments as deemed appropriate who are knowledgeable regarding the proxy process. A list of the current members of the Proxy Voting Committee is attached hereto as Schedule A. A majority of the members of the Proxy Committee shall constitute a quorum and the Proxy Committee shall act by a majority vote. The Proxy Committee meetings may be conducted in person, telephonically, or via electronic communication (e-mail). A member of the Global Events Department will manage the proxy voting process, which includes the taking of minutes of the Proxy Committee, the voting of proxies, and the maintenance of appropriate records.
The Global Events Department shall call Proxy Committee meetings, prior to the casting of a vote, to review votes where ISS is conflicted. In these situations, the Proxy Committee shall meet to review the issue and direct ISS how to vote the proxy. The Proxy Committee shall review information provided to it to determine if a real or perceived conflict of interest exists and the minutes of the Proxy Committee shall describe any real or perceived conflict of interest and any procedures used to address such conflict of interest.
The Global Events Department shall also call quarterly Proxy Committee meetings to: (i) monitor the Companies adherence to these Procedures; (ii) review votes against ISS recommendations or where ISS was conflicted; (iii) review the list of client requests for a copy of these Procedures and/or the proxy voting record; and (iv) review new corporate governance issues and industry trends and determine whether changes to these Procedures are necessary or appropriate.
Conflicts of Interest general
To avoid voting proxies in circumstances where the Companies have or may have any conflict of interest, real or perceived, the Companies have contracted with ISS to provide proxy analysis, vote recommendations and voting of proxies, as discussed herein. In instances where ISS has recused itself and makes no recommendation on a particular matter the portfolio manager can direct the Global Events department to direct ISS how to vote proxies assuming the portfolio manager and the Proxy Committee confirm the Companies are not conflicted. If an override submission is requested by a portfolio manager, the Proxy Committee shall determine how the proxy is to be voted, in which case the Proxy Committee will determine whether a conflict of interest exists and that the rationale to vote against ISS is reasonable and is in the best interests of clients.
There may be occasions when a portfolio manager and/or member of its team who are involved in the proxy voting decision may have a conflict of interest, or the Companies have a business relationship with the company soliciting the proxy. A person shall not be considered to have a conflict of interest if the person did not know of the conflict of interest and did not attempt to influence the outcome of a proxy vote. Any person with actual knowledge of a conflict of interest relating to a particular item shall disclose that conflict to the Global Events Department.
The following are examples of situations where a conflict of interest may exist:
|
The company soliciting the proxy is a client of the Companies; |
|
The company soliciting the proxy is an affiliate of the Companies; |
| An employee of the Companies is a also a director, officer or employee of the company soliciting the proxy; and |
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|
A portfolio manager and/or a partner/spouse of a SIT member, who is involved in making the voting decision is a director, officer, or employee of the company soliciting the proxy. |
To monitor the above examples of where a conflict of interest may exist, the Global Events Department is responsible for maintaining a list of all publicly traded clients (and the clients parent company) of the Companies. The Companies currently have no affiliates that are publicly traded companies. The London Legal Department shall maintain a list of all employees of the Companies who are directors or officers of publicly traded companies, and shall advise, as applicable, the London Head of Compliance, who will then advise the Global Events Department. The portfolio manager and members of the SIT who are involved in the voting decision are responsible for notifying the Global Events Department, via the proxy voting form, if said portfolio manager, member or said members partner/spouse is a director, officer or employee of the company soliciting the proxy or if the SIT member is aware of any other possible real or perceived conflicts of interest.
The Companies have a duty to vote proxies in the best interests of their clients. Therefore, in situations where there is a real or perceived conflict of interest, the Companies will either vote the securities in accordance with a pre-determined policy based upon the recommendations of an independent third party, such as a proxy voting service, or disclose the conflict to the client and obtain the clients direction to vote the proxy.
Conflicts of interest Barings Mutual Funds
Discretionary Clients.
Where the IMA requires it OR for UK mutual funds, we cannot vote our Clients holdings of any mutual funds or other securities managed or advised by Barings or any other member of the MassMutual group - an In-House Vote - unless we have obtained the relevant Clients prior instructions on how to vote that particular holding - and irrespective of whether we are voting in line with ISSs recommendation.
In this scenario, each Client will need to be contacted and their specific instructions sought on how we should vote. These instructions should be obtained in accordance with any applicable requirements as regards obtaining instructions as specified in the relevant IMA / Authorised Signatory list, with appropriate records maintained to demonstrate that this has been done.
The default position will be that it is assumed the client must be contacted unless proved otherwise (note: for UK mutual funds we must always contact the clients). Where the IMA does not require the client to be contacted, then we can only vote in line with ISS recommendations. If the Portfolio Manager wishes to override ISS recommendations they must get the written agreement of the client.
Mutual Funds
In a situation where one Barings mutual fund is invested in another Barings mutual fund then the following process should be followed.
UK Funds. These units cannot be voted. This is in accordance with FSA requirements.
Non UK Funds. Voting should be undertaken in accordance with the provisions stated in the general Conflict of Interest section above. If a Portfolio Manager wishes to override ISS (or another independent third party) recommendation then this will be referred to the Proxy Voting Committee for review. Any decision by the Proxy Voting Committee to override the recommendation of an independent third party must demonstrate why it is considered to be in the interests of Barings clients.
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ISS Proxy Voting Guidelines
A copy of ISSs proxy voting guidelines can be found on the ISS Website at http://www.issproxy.com/policy/2006policy.jsp.
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Cornerstone Investment Partners, LLC
PROXY VOTING POLICIES
A. | Introduction |
Rule 204-2 of the Advisers Act requires that investment advisers adopt and implement policies and procedures for voting proxies in the best interest of clients, to describe the procedures to clients, and to tell clients how they may obtain information about how CIP has actually voted their proxies. While decisions about how to vote must be determined on a case-by-case basis, CIPs general policies and procedures for voting proxies are set forth below.
B. | Proxy Voting Principles and Guidelines |
Please see Exhibit XII
C. | Specific Proxy Voting Policies and Procedures |
CIP believes that each proxy proposal should be individually reviewed to determine whether the proposal is in the best interests of its clients. As a result, similar proposals for different companies may receive different votes because of different corporate circumstances.
Edward Mitchell Jr., CFA, Managing Partner is responsible for overseeing the proxy voting program and Broadridge is Cornerstones proxy voting platform. Broadridge provides the connectivity with all of our custodians.
For each proxy, every ballot initiative is reviewed and compared to Cornerstones Principles and Guidelines and any client specific guidelines. Cornerstone uses research from Egan Jones to gain further insight into each ballot initiative. For any ballot items that require additional research, those items are referred to the Investment Committee for further review.
Cornerstone Investment Partners
Proxy Voting
Principles and Guidelines
Introduction
Our Proxy Voting Principles serve as the background for our Proxy Voting Guidelines, which, in turn, act as general guidelines for the specific recommendations that we make with respect to proxy voting. It is important to recognize that such principles are not intended to dictate but guide. Certain of the principles may be inappropriate for a given company, or in a given situation. Additionally, the principles are evolving and should be viewed in that light. Our principles are and will be influenced by current and forthcoming legislation, rules and regulations, and stock exchange rules. Examples include:
- the Sarbanes-Oxley Act of 2002 and implementing rules promulgated by the U.S. Securities & Exchange Commission
- revised corporate governance listing standards of the New York Stock Exchange and resulting SEC rules
- corporate governance reforms and subsequent proposed rule filings made with the SEC by The NASDAQ Stock Market, Inc. and resulting SEC rules in general:
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- Directors should be accountable to shareholders, and management should be accountable to directors.
- Information on the Company supplied to shareholders should be transparent.
- Shareholders should be treated fairly and equitably according to the principle of one share, one vote.
Principles
A. Director independence
It is our view that:
- A two-thirds majority of the Board should be comprised of independent directors.
- Independent directors should meet alone at regularly scheduled meetings, no less frequently than semi-annually, without the Chief Executive Officer or other non-independent directors present.
- When the Chairman of the Board also serves as the companys Chief Executive Officer, the Board should designate one independent director to act as a leader to coordinate the activities of the other independent directors.
- Committees of the Board dealing with the following responsibilities should consist only of independent directors: audit, compensation, nomination of directors, corporate governance, and compliance.
- No director should serve as a consultant or service provider to the Company.
- Director compensation should be a combination of cash and stock in the company, with stock constituting a significant component.
In our opinion, an independent director, by definition, has no material relationship with the Company other than his or her directorship. This avoids the potential for conflict of interest. Specifically such director:
- should not have been employed by the Company or an affiliate within the previous five years;
- should not be, and should not be affiliated with, a company that is an adviser or consultant to the Company or affiliate, or to a member of the Companys senior management;
- should not be affiliated with a significant customer or supplier of the Company or affiliate;
- should have no personal services contract with the Company or affiliate, or a member of senior management;
- should not be affiliated with a not-for-profit organization that receives significant contributions from the Company or affiliate;
- within the previous five years, should not have had any business relationship with the Company or affiliate which required disclosure in the Companys Form 10-K;
- should not be employed by a public company at which an executive officer of the Company serves as a director;
- should not be a member of the immediate family of any person described above.
B. Board operating procedures
- The Board should adopt a written statement of its governance principles, and regularly re-evaluate them.
- Independent directors should establish performance criteria and compensation incentives for the Chief Executive Officer, and regularly review his or her performance against such criteria. Such criteria should align the interests of the CEO with those of shareholders, and evaluate the CEO against peer groups.
- The independent directors should be provided access to professional advisers of their own choice, independent of management.
- The Board should have a CEO succession plan, and receive periodic reports from management on the development of other members of senior management.
- Directors should have access to senior management through a designated liaison person.
- The Board should periodically review its own size, and determine the appropriate size.
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C. Requirements for individual directors
We recommend that:
- The Board should provide guidelines for directors serving on several Boards addressing competing commitments.
- The Board should establish performance criteria for itself and for individual directors regarding director attendance, preparedness, and participation at meetings of the Board and of committees of the Board, and directors should perform satisfactorily in accordance with such criteria in order to be re-nominated.
D. Shareholder rights
- A simple majority of shareholders should be able to amend the companys bylaws, call special meetings, or act by written consent.
- In the election of directors, there should be multiple nominees for each seat on the Board
- Greenmail should be prohibited.
- Shareholder approval should be required to enact or amend a poison pill (i.e., shareholder rights) plan
- Directors should be elected annually.
- The Board should ordinarily implement a shareholder proposal that is approved by a majority of proxy votes.
- Shareholders should have effective access to the director nomination process.
Proxy Voting Guidelines
Consistent with the above-listed principles, the proxy voting guidelines outlined below are written to guide the specific recommendations that we make to our clients. Ordinarily, we do not recommend that clients ABSTAIN on votes; rather, we recommend that they vote FOR or AGAINST proposals (or, in the case of election of directors, that they vote FOR ALL nominees, AGAINST the nominees, or that they WITHHOLD votes for certain nominees). In the latter instance, the recommendation on our report takes the form ALL, EXCEPT FOR and lists the nominees from whom votes should be withheld.
Whether or not the guideline below indicates case-by-case basis, every case is examined to ensure that the recommendation is appropriate.
Board of Directors
Election of Directors in Uncontested Elections
Case-by-case basis, examining composition of board and key board committees, attendance history, corporate governance provisions and takeover activity, long-term company financial performance relative to a market index, directors investment in the company, etc.
WITHHOLD votes for nominees who:
are affiliated outside directors and sit on the Audit, Compensation, or Nominating committees
are inside directors and sit on the Audit, Compensation, or Nominating committees
are inside directors and the company does not have Audit, Compensation, or Nominating committees attend less than 75 percent of the board and committee meetings. Participation by phone is acceptable.
ignore a shareholder proposal that is approved by a majority of the shares outstanding
ignore a shareholder proposal that is approved by a majority of the votes cast for two consecutive years
fail to act on takeover offers where the majority of the shareholders have tendered their shares
implement or renew a dead-hand or modified dead-hand poison pill
sit on more than seven boards
In cases in which an issuer has engaged in the practice commonly referred to as options backdating, Cornerstone will typically withhold voting for nominees serving on the issuers compensation committee,
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the issuers entire board of directors, and/or its chief executive officer. Such recommendations will be made on a case-by-case basis, taking into consideration such matters as intent of the individuals involved, scope and timing of the practice, significance of financial restatement required, and corrective action taken.
Furthermore, we may recommend withholding votes from either members of an issuers compensation committee, its entire board of directors and/or its chief executive officer where the issuer has engaged in what we judge to be other unsatisfactory compensation practices. Considerations may include such factors as pay-for-failure executive severance provisions, change-in-control payments which are either excessive or which are not tied to loss of job or significant reduction in duties, excessive executive perquisites, unjustified changes in the performance standards applied to performance-based compensation, and executive compensation out of proportion to performance of the issuer.
FOR responsible shareholder proposals calling for the company to name as directors only those who receive a majority of shareholder votes.
Separating Chairman and CEO
Case-by-case basis on shareholder proposals requiring that positions of chairman and CEO be held separately.
Independent Directors
FOR shareholder proposals asking that a two-thirds majority of directors be independent.
FOR shareholder proposals asking that boards Audit, Compensation, and/or Nominating committees be composed exclusively of independent directors.
Case-by-case basis on proposals asking that the Chairman be independent.
Stock Ownership Requirements
AGAINST shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director or to remain on the board.
Term Limits
AGAINST shareholder proposals to limit tenure of outside directors.
Age Limits
AGAINST shareholder proposals to impose a mandatory retirement age for outside directors.
Director and Officer Indemnification and Liability
Case-by-case basis on director and officer indemnification and liability, using Delaware law as the standard.
AGAINST proposals to eliminate entirely directors and officers liability for monetary damages for violating the duty of care.
AGAINST indemnification proposals that would expand coverage beyond legal expenses to acts, such as negligence, that are more serious violations of fiduciary obligation than mere carelessness.
FOR only those proposals providing such expanded coverage in cases when a directors or officers legal defense was unsuccessful if (1) the director was found to have acted in good faith and in a manner that he or she reasonably believed was in the best interests of the company, and (2) only if the directors legal expenses would be covered.
Charitable or Political Contributions
AGAINST proposals regarding charitable or political contributions.
Proxy Contests (Contested Elections)
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Election of Directors in Contested Elections
Case-by-case basis for voting for directors in contested elections, considering long-term financial performance of the target company relative to its industry, managements track record, background to the proxy contest, qualifications of director nominees on both slates, evaluation of what each side is offering shareholders as well as likelihood that proposed objectives and goals will be met, and stock ownership positions.
Reimburse Proxy Solicitation Expenses
Case-by-case basis for reimbursement of proxy solicitation expenses. FOR reimbursing proxy solicitation expenses where is in favor of the dissidents.
Auditors
Ratifying Auditors
FOR proposals to ratify auditors, unless:
Non-audit fees exceed 50% of total fees.
Auditor has a financial interest in or association with the company, and is therefore not independent; or there is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the companys financial position.
Proxy Contest Defenses
Classified Board vs. Annual Election
AGAINST proposals to classify the board.
FOR proposals to repeal (de-stagger) classified boards and to elect all directors annually.
Removal of Directors
AGAINST proposals that provide that directors may be removed only for cause.
FOR proposals to restore shareholder ability to remove directors with or without cause.
AGAINST proposals that provide that only continuing directors may elect replacements to fill board vacancies.
FOR proposals that permit shareholders to elect directors to fill board vacancies.
Cumulative Voting
Case-by-case basis on proposals to eliminate cumulative voting.
Calling Special Meetings
AGAINST proposals to restrict or prohibit shareholder ability to call special meetings.
FOR shareholder proposals to allow a shareholder holding a 25% or greater interest to call a special shareholder meeting.
FOR proposals that remove restrictions on the right of shareholders to act independently of management.
Acting by Written Consent
AGAINST proposals to restrict or prohibit shareholder ability to take action by written consent.
FOR proposals to allow or make easier shareholder action by written consent.
Altering Size of the Board
FOR proposals to fix the size of the board.
AGAINST proposals that give management the ability to alter size of the board without shareholder approval.
Tender Offer Defenses
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Poison Pills
FOR shareholder proposals that ask the company to submit its poison pill for shareholder ratification.
Case-by-case basis for shareholder proposals to redeem a companys existing poison pill.
Case-by-case basis for management proposals to ratify a poison pill.
Fair Price Provisions
Case-by-case basis for adopting fair price provisions, considering vote required to approve the proposed acquisition, vote required to repeal the fair price provision, and mechanism for determining the fair price.
AGAINST fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.
Greenmail
FOR proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict the companys ability to make greenmail payments.
Case-by-case basis for anti-greenmail proposals which are bundled with other charter or bylaw amendments.
Pale Greenmail
Case-by-case basis for restructuring plans that involve the payment of pale greenmail.
Unequal Voting Rights
AGAINST dual-class exchange offers and dual-class recapitalizations.
Supermajority Requirement to Amend Charter or Bylaws
AGAINST management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments.
FOR shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments.
Supermajority Requirement to Approve Mergers
AGAINST management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations.
FOR shareholder proposals to lower supermajority shareholder vote requirements for mergers and other significant business combinations.
Placement of Equity with White Squire
FOR shareholder proposals to require approval of blank check preferred stock issues for other than general corporate purposes.
Other Governance Proposals
Confidential Voting
FOR shareholder proposals that request that the company adopt confidential voting, use independent tabulators, and use independent inspectors of election as long as the proposals include clauses for proxy contests as follows: In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents do not agree, the confidential voting policy is waived.
FOR management proposals to adopt confidential voting.
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Equal Access
FOR shareholder proposals that would allow significant company shareholders equal access to managements proxy material in order to evaluate and propose voting recommendations on proxy proposals and director nominees, and in order to nominate their own candidates to the board.
Bundled Proposals
Case-by-case basis for bundled or conditioned proxy proposals. Where items are conditioned upon each other, examine benefits and costs. AGAINST in instances when the joint effect of the conditioned items is not in shareholders best interests. FOR if the combined effect is positive.
Shareholder Advisory Committees
Case-by-case basis for establishing a shareholder advisory committee.
Capital Structure
Common Stock Authorization
Case-by case basis for increasing the number of shares of common stock authorized for issuance.
AGAINST increasing the number of authorized shares of the class of stock that has superior voting rights in companies that have dual-class capitalization structures.
Stock Distributions: Splits and Dividends
FOR management proposals to increase common share authorization for a stock split, provided that the increase in authorized shares would not result in an excessive number of shares available for issuance, considering the industry and companys returns to shareholders.
Reverse Stock Splits
FOR management proposals to implement a reverse stock split when the number of shares will be proportionately reduced to avoid delisting.
Case-by-case basis on proposals to implement a reverse stock split that do not proportionately reduce the number of shares authorized for issuance.
Preferred Stock
AGAINST proposals authorizing creation of new classes of blank check preferred stock (i.e., classes with unspecified voting, conversion, dividend distribution, and other rights
FOR proposals to create blank check preferred stock in cases when the company specifically states that the stock will not be used as a takeover defense.
FOR proposals to authorize preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms are reasonable.
Case-by-case basis on proposals to increase the number of blank check preferred shares after analyzing the number of preferred shares available for issuance considering the industry and companys returns to shareholders.
Blank Check Preferred Stock
FOR shareholder proposals to have placements of blank check preferred stock submitted for shareholder approval, except when those shares are issued for the purpose of raising capital or making acquisitions in the normal course.
Adjustments to Par Value of Common Stock
FOR management proposals to reduce the par value of common stock.
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Preemptive Rights
Case-by-case basis on shareholder proposals that seek preemptive rights, considering size of the company and shareholder characteristics.
Debt Restructurings
Case-by-case basis on proposals to increase number of common and/or preferred shares and to issue shares as part of a debt restructuring plan, considering dilution, any resulting change in control
FOR proposals that facilitate debt restructurings except where signs of self-dealing exist.
Share Repurchase Programs
FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.
Tracking Stock
Case-by-case basis for creation of tracking stock, considering the strategic value of the transaction vs. adverse governance changes, excessive increases in authorized stock, inequitable distribution method, diminution of voting rights, adverse conversion features, negative impact on stock option plans, and other alternatives, such as spin-offs.
Compensation of Officers and Directors
Case-by-case basis for director and officer compensation plans, but generally favoring responsible proposals calling for more use of performance-based equity in compensation plans. The term performance-based equity will not be interpreted to include conventional stock options, but will include such tools as indexed options, restricted stock, performance-contingent options, and premium-priced options.
Management Proposals Seeking Approval to Re-price Options
Case-by-case basis on management proposals seeking approval to re-price options.
Director Compensation
Case-by-case basis on stock-based plans for directors.
Employee Stock Purchase Plans
Case-by-case basis on employee stock purchase plans.
Amendments that Place a Maximum limit on Annual Grants or Amend
Administrative Features
FOR plans that amend shareholder-approved plans to include administrative features or place maximum limit on annual grants that any participant may receive to comply with the provisions of Section 162(m) of the Omnibus Budget Reconciliation Act (OBRA).
Amendments to Added Performance-Based Goals
FOR amendments to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) of OBRA.
Amendments to Increase Shares and Retain Tax Deductions under OBRA
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Case-by-case basis on amendments to existing plans to increase shares reserved and to qualify the plan for favorable tax treatment under the provisions of Section 162(m).
Approval of Cash or Cash & Stock Bonus Plans
FOR cash or cash & stock bonus plans to exempt compensation from taxes under the provisions of Section 162(m) of OBRA.
Limits on Director and Officer Compensation
FOR shareholder proposals requiring additional disclosure of officer and director compensation.
Case-by-case basis for all other shareholder proposals seeking limits on officer and director compensation.
Golden Parachutes and Tin Parachutes
FOR shareholder proposals to have golden and tin parachutes submitted for shareholder ratification.
Case-by-case basis on proposals to ratify or cancel golden or tin parachutes.
Employee Stock Ownership Plans (ESOPs)
FOR proposals that request shareholder approval in order to implement an ESOP or to increase authorized number of shares for existing ESOPs, except in cases when the number of shares allocated to the ESOP is excessive (i.e., greater than five percent of outstanding shares).
401(k) Employee Benefit Plans
FOR proposals to implement a 401(k) savings plan for employees.
State of Incorporation
State Takeover Statutes
Case-by-case basis on proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freeze-out provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions).
Reincorporation Proposals
Case-by-case basis on proposals to change the companys state of incorporation.
Business Combinations and Corporate Restructurings
Mergers and Acquisitions
Case-by-case basis on mergers and acquisitions, considering projected financial and operating benefits, offer price, prospects of the combined companies, negotiation process, and changes in corporate governance.
Corporate Restructuring
Case-by-case basis on corporate restructurings, including minority squeeze-outs, leveraged buyouts, spin-offs, liquidations, and asset sales.
Spin-offs
Case-by-case basis on spin-offs, considering tax and regulatory advantages, planned use of proceeds, market focus, and managerial incentives.
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Asset Sales
Case-by-case basis on asset sales, considering impact on the balance sheet and working capital, and value received.
Liquidations
Case-by-case basis on liquidations considering managements efforts to pursue alternatives, appraisal value, and compensation for executives managing the liquidation.
Appraisal Rights
FOR providing shareholders with appraisal rights.
Mutual Fund Proxies
Election of Directors
Case-by-case basis for election of directors, considering board structure, director independence, director qualifications, compensation of directors within the fund and the family of funds, and attendance at board and committee meetings.
WITHHOLD votes for directors who:
are interested directors and sit on key board committees (Audit, Nominating or Compensation committees)
are interested directors and the company does not have one or more of the following committees: Audit, Nominating or Compensation.
attend less than 75 percent of the board and committee meetings. Participation by phone is acceptable.
ignore a shareholder proposal that is approved by a majority of shares outstanding
ignore a shareholder proposal that is approved by a majority of the votes cast for two consecutive years
serve as Chairman but are not independent (e.g. serve as an officer of the funds advisor)
Converting Closed-end Fund to Open-end Fund
Case-by-case basis for conversion of closed-end fund to open-end fund, considering past performance as a closed-end fund, market in which the fund invests, measures taken by the board to address the market discount, and past shareholder activism, board activity, and votes on related proposals.
Proxy Contests
Case-by-case basis on proxy contests, considering past performance, market in which fund invests, and measures taken by the board to address issues raised, past shareholder activism, board activity, and votes on related proposals .
Investment Advisory Agreements
Case-by-case basis on investment advisory agreements, considering proposed and current fee schedules, fund category and investment objective, performance benchmarks, share price performance relative to that of peers; and magnitude of any fee increase.
New Classes or Series of Shares
FOR creating new classes or series of shares.
Preferred Stock Authorization
Case-by-case basis for authorization for or increase in preferred shares, considering financing purpose and potential dilution for common shares.
1940 Act Policies
Case-by-case basis for 1940 Act policies, considering potential competitiveness, regulatory developments, current and potential returns, and current and potential risk.
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Changing a Fundamental Restriction to a Non-fundamental
Restriction
Case-by-case basis on changing fundamental restriction to non-fundamental restriction, considering funds target investments, reasons for change, and projected impact on portfolio.
Changing Fundamental Investment Objective to Non-fundamental
AGAINST proposals to change the funds fundamental investment objective to non-fundamental.
Name Rule Proposals
Case-by-case basis for name rule proposals, considering the following factors: political/economic changes in target market; bundling with quorum requirements or with changes in asset allocation, and consolidation in the funds target market.
Disposition of Assets, Termination, Liquidation
Case-by-case basis for disposition of assets, termination or liquidation, considering strategies employed, companys past performance, and terms of liquidation.
Charter Modification
Case-by-case basis for changes to the charter, considering degree of change, efficiencies that could result, state of incorporation, and regulatory standards and implications.
Change of Domicile
Case-by-case basis for changes in state of domicile, considering state regulations of each state, required fundamental policies of each state; and the increased flexibility available.
Change in Sub-classification
Case-by-case basis for change in sub-classification, considering potential competitiveness, current and potential returns, risk of concentration, and industry consolidation in the target industry.
Authorizing Board to Hire and Terminate Sub-advisors without
Shareholder Approval
AGAINST authorizing the board to hire and terminate sub-advisors without shareholder approval.
Distribution Agreements
Case-by-case basis for approving distribution agreements, considering fees charged to comparably sized funds with similar objectives, proposed distributors reputation and past performance, and competitiveness of fund in industry.
Master-Feeder Structure
FOR establishment of a master-feeder structure.
Changes to Charter
Case-by-case basis for changes to the charter, considering degree of change implied by the proposal, resulting efficiencies, state of incorporation, and regulatory standards and implications.
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Mergers
Case-by-case basis for proposed merger, considering resulting fee structure, performance of each fund, and continuity of management.
Shareholder Proposals
Independent Directors
FOR shareholder proposals asking that a three-quarters majority of directors be independent.
FOR shareholder proposals asking that boards Audit, Compensation, and/or Nominating committees be composed exclusively of independent directors.
For proposals asking that the Chairman be independent.
Establish Director Ownership Requirement
AGAINST establishing a director ownership requirement.
Reimbursement of Shareholder for Expenses Incurred
Case-by-case basis for reimbursing proxy solicitation expenses.
FOR reimbursing proxy solicitation expenses in cases where Cornerstone is in favor of the dissidents.
Terminate the Investment Advisor
Case-by-case basis for terminating the investment advisor, considering funds performance and history of shareholder relations.
Social Issues
Energy and Environment
AGAINST on proposals that request companies to follow the CERES Principles.
FOR reports that seek additional information, if it appears company has not adequately addressed shareholders relevant environmental concerns.
Northern Ireland
AGAINST on proposals related to the MacBride Principles.
FOR reports that seek additional information about progress being made toward eliminating employment discrimination, if it appears company has not adequately addressed shareholder relevant concerns.
Military Business
AGAINST on defense issue proposals.
FOR reports that seek additional information on military related operations, if the company has been unresponsive to shareholder relevant requests.
Maquiladora Standards and International Operations Policies
AGAINST on proposals relating to the Maquiladora Standards and international operating policies.
FOR reports on international operating policy issues, if it appears company has not adequately addressed shareholder relevant concerns.
World Debt Crisis
AGAINST on proposals dealing with Third World debt.
FOR reports on Third World debt issues, particularly when it appears company has not adequately addressed shareholder relevant concerns.
Equal Employment Opportunity and Discrimination
AGAINST on proposals regarding equal employment opportunities and discrimination.
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FOR reports that seek additional information about affirmative action efforts, if it appears company has been unresponsive to shareholder relevant requests.
Animal Rights
AGAINST on proposals that deal with animal rights.
Product Integrity and Marketing
AGAINST on ceasing production of socially questionable products.
FOR reports that seek additional information regarding product integrity and marketing issues, if it appears company has been unresponsive to shareholder relevant requests.
Human Resources Issues
AGAINST on proposals regarding human resources issues.
FOR reports that seek additional information regarding human resources issues, if it appears company has been unresponsive to shareholder relevant requests.
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Doubleline Funds Trust
Doubleline Capital, LP
Doubleline Private Funds
PROXY VOTING, CORPORATE ACTIONS AND CLASS ACTIONS
January 2011
I. | Background |
This Proxy Voting, Corporate Actions and Class Actions Policy (Policy) is adopted by DoubleLine Capital LP (DoubleLine, the Adviser or the Firm) and DoubleLine Funds Trust (the Trust) on behalf of each of its series (the Funds) to provide a method of monitoring proxy voting and action taken in respect of corporate actions and class actions, and reporting appropriately, to meet regulatory requirements and client needs. DoubleLine generally will exercise voting authority on behalf of its separate account clients (Clients) pursuant to contractual delegation of such authority. Each private investment fund (such as, but not limited to, the DoubleLine Opportunistic Income Master Fund LP (and its related entities), each of which is a Private Fund and collectively Private Funds) managed by DoubleLine also adopts this policy.
The Funds and the Private Funds rely upon DoubleLine to provide advice as to how and when to vote proxies related to their portfolio holdings. The Funds have retained U.S. Bancorp Fund Services, LLC (USBFS) for various related administrative activities, including filing Form N-PX.
II. | Issue |
Rule 206(4)-6 under the Advisers Act requires every investment adviser who exercises voting authority with respect to client securities to adopt and implement written policies and procedures, reasonably designed to ensure that the adviser votes proxies in the best interest of its clients. The procedures must address material conflicts that may arise in connection with proxy voting. The Rule further requires the adviser to provide a concise summary of the advisers proxy voting policies and procedures and to provide copies of the complete proxy voting policy and procedures to clients upon request. Lastly, the Rule requires that the adviser disclose to clients how they may obtain information on how the adviser voted their proxies.
III. | Policy Proxies and Corporate Actions |
As a fixed income manager, it is not anticipated that DoubleLine will vote many (if any) proxies. However, because this Proxy Policy also applies to voting and/or consent rights of securities held by DoubleLine Clients, DoubleLine will, on behalf of each Client (including the Funds or the Private Funds), with respect to debt securities, vote in circumstances such as, but not limited to, plans of reorganization, and waivers and consents under applicable indentures. The Proxy Policy does not apply, however, to consent rights that primarily entail decisions to buy or sell investments, such as tender or exchange offers, conversions, put options, redemption and Dutch auctions. Such decisions, while considered not to be covered within this Policy, shall be made with the Clients best interests in mind. To the extent that voting a proxy is desirable, DoubleLine votes proxies in a manner that it believes is most likely to enhance the economic value of the underlying securities held in client accounts and considers each proposal on a case-
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by-case basis taking into consideration any relevant contractual obligations as well as other relevant facts and circumstances at the time of the vote. DoubleLine will not respond to proxy solicitor requests unless DoubleLine determines that it is in the best interest of Clients to do so.
In certain limited circumstances, particularly in the area of structured finance, DoubleLine may, on behalf of clients, enter into voting agreements or other contractual obligations that govern the voting of shares. In the event of a conflict between any such contractual requirements and the Guidelines (listed below), DoubleLine will vote in accordance with its contractual obligations.
In addition, where the Adviser determines that there are unusual costs and/or difficulties associated with voting a proxy, which more typically might be the case with respect to proxies of non-U.S. issuers, the Adviser reserves the right to not vote a proxy unless it determines that the potential benefits of voting the proxy exceed the expected cost to the Client. Other factors that may influence DoubleLines determination not to vote a proxy for a debt or equity security include if: (1) the effect on the applicable Clients economic interests or the value of the portfolio holding is insignificant in relation to the Clients portfolio; (2) the cost of voting the proxy outweighs the possible benefit to the applicable Client, including, without limitation, situations where a jurisdiction imposes share blocking restrictions which may affect the ability of the portfolio managers to effect trades in the related security; or (3) DoubleLine otherwise has determined that it is consistent with its fiduciary obligations not to vote the proxy.
The Guidelines provide a basis for making decisions in the voting of proxies or corporate actions for Clients of DoubleLine. When voting proxies or corporate actions, DoubleLines utmost concern is that all decisions be made solely in the interests of the Client and with the goal of maximizing the value of the Clients investments. With this goal in mind, the Guidelines cover various categories of voting decisions and generally specify whether DoubleLine will vote (assuming it votes at all) for or against a particular type of proposal. DoubleLines underlying philosophy, however, is that its portfolio managers, who are primarily responsible for evaluating the individual holdings of DoubleLines clients, are best able to determine how to further client interests and goals and are primarily responsible for determining how to vote proxies in accordance with this policy. The portfolio managers may, in their discretion, take into account the recommendations of appropriate members of DoubleLines executive and senior management and, if desired, an outside service.
All proxies or corporate actions received shall be retained by the Chief Risk Officer or designate. Such records shall include whether DoubleLine voted such proxy or corporate actions and, if so, how the proxy was voted. The records also shall be transcribed into a format such that any Clients overall proxy and corporate actions voting record can be provided upon request.
DoubleLine provides no assurance to former clients that applicable proxy or corporate actions information will be delivered to them.
IV. | Proofs of Claim |
DoubleLine does not complete proofs-of-claim on behalf of Clients for current or historical holdings; however, DoubleLine will assist clients with collecting information relevant to filing proofs-of-claim when such information is in the possession of DoubleLine. DoubleLine does not undertake to complete or provide proofs-of-claim for securities that had been held any former client. DoubleLine will complete proofs-of-claim for the Funds and Private Funds.
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V. | Class Actions Policy |
As a fixed income manager, it is not anticipated that DoubleLine will receive regular or frequent notices regarding Class Action lawsuits related to Client portfolio securities. In the event that Client securities become the subject of a Class Action lawsuit, the portfolio manager will assess the value to Clients in participating in such legal action. If the portfolio manager decides that participating in the Class Action is in the Clients best interest, DoubleLine will submit appropriate documentation on Clients behalf, subject to contractual or other authority. DoubleLine may consider any relevant information in determining whether participation in a Class Action lawsuit is in a Clients best interest, including the costs that would be incurred by the Client and the resources that would be expended in participating in a Class Action, including in comparison to the Client pursuing other legal recourse against the issuer. DoubleLine also may choose to notify Clients (other than the Funds and the Private Funds) of the Class Action, which would allow Clients to decide how or if to proceed.
DoubleLine provides no assurance to former clients that applicable class action information will be delivered to them.
VI. | Procedures for Lent Securities and Issuers in Share-blocking Countries |
At times, DoubleLine may not be able to vote proxies or take action in respect of corporate actions on behalf of Clients when a Clients relevant securities are on loan in accordance with the Clients securities lending program that is controlled by a securities lending agent or custodian acting independently of DoubleLine. Notwithstanding this fact, in the event that DoubleLine becomes aware of a proxy or corporate action voting matter that would enhance the economic value of the clients position and that position is lent out, DoubleLine will make reasonable efforts to inform the Client that DoubleLine is not able to vote the proxy until or unless the Client recalls the lent security. When such situations relate to the Funds or the Private Funds, DoubleLine will take actions to recall the lent security.
In certain markets where share blocking occurs, shares must be frozen for trading purposes at the custodian or sub-custodian in order to vote. During the time that shares are blocked, any pending trades will not settle. Depending on the market, this period can last from one day to three weeks. Any sales that must be executed will settle late and potentially be subject to interest charges or other punitive fees. For this reason, in blocking markets, the Firm retains the right to vote or not, based on the determination of the Firms investment personnel as to whether voting would be in the Clients best interest.
VII. | Procedures for Material Conflicts of Interest |
Should material conflicts of interest arise as to a proxy or corporate action, the proxy or corporate action shall be brought to the attention of the Chief Compliance Officer or designate, who shall involve other executive managers or legal counsel as may be deemed necessary by the Chief Compliance Officer to attempt to resolve such conflicts. Such individuals also shall determine the materiality of such conflict if the conflict cannot be resolved. (An example of a specific conflict of interest that should be brought to the Chief Compliance Officer (or designate) is a situation where a proxy contest involves securities issued by a DoubleLine Client. When in doubt as to a potential conflict, portfolio managers shall bring the proxy to the attention of the Chief Compliance Officer or designate.)
If, after appropriate review, a material conflict is deemed to exist, DoubleLine will seek to resolve any such conflict in the best interest of the Client whose assets it is voting by pursuing any one of the following courses of action: (i) voting (or not voting) in accordance with the voting guidelines or factors
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set forth in this Policy; (ii) convening a committee consisting of the Chief Compliance Officer and other non-investment executive officers of DoubleLine to assess and resolve the conflict; (iii) voting in accordance with the recommendation of an independent third-party service provider chosen non-investment executive officers of DoubleLine; or (iv) voting (or not voting) in accordance with the instructions of such Client or (v) not voting the Proxy (if consistent with DoubleLines fiduciary obligations).
VIII. | Procedures for Proxy Solicitation |
In the event that any Employee of DoubleLine receives a request to reveal or disclose DoubleLines voting intention on a specific proxy event, then the Employee must forward the solicitation request to the Chief Compliance Officer or designate. Such requests shall be reviewed with appropriate executive and senior management. Any written requests shall be retained with the proxy files maintained by the Chief Operating Officer or designate.
IX. | Additional Procedures for the Funds |
A. Filing Form N-PX
Rule 30b1-4 under the Investment Company Act of 1940 requires mutual funds to file an annual record of proxies voted by a Fund on Form N-PX. Form N-PX must be filed each year no later than August 31 and must contain the Funds proxy voting record for the most recent twelve-month period ending June 30.
The Funds rely upon USBFS to prepare and make their filings on Form N-PX. DoubleLine shall assist USBFS by providing information regarding any proxy votes made for the Funds within the most recent twelve-month period ending June 30. DoubleLine shall retain records of any such votes with sufficient information to make accurate annual Form N-PX filings.
B. Providing Policies and Procedures
Mutual funds that invest in voting securities are required to describe in their statements of additional information (SAIs) the policies and procedures that they use to determine how to vote proxies relating to securities held in their portfolios.
Funds are required to disclose in shareholder reports that a description of the funds proxy voting policies and procedures is available (i) without charge, upon request, by calling a specified toll-free (or collect) telephone number; (ii) on the funds website, if applicable; and (iii) on the Commissions website at http://www.sec.gov. USBFS shall ensure that such disclosures are included when preparing shareholder reports on the Funds behalf.
A Fund is required to send this description of the funds proxy voting policies and procedures within three business days of receipt of the request, by first-class mail or other means designed to ensure equally prompt delivery. The Funds rely upon USBFS to provide this service.
The Funds may describe file these policies and procedures as part of their registration statements on Form N-1A or chose to include these policies and procedures as part of their registration statement.
X. | Recordkeeping |
A. DoubleLine must maintain the documentation described in this policy for a period of not less than five (5) years from the end of the fiscal year during which the last entry was made on such record, the first
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two (2) years at its principal place of business. DoubleLine will be responsible for the following procedures and for ensuring that the required documentation is retained.
B. Client request to review proxy votes :
Any request from a Client, whether written (including e-mail) or oral, received by any Employee of DoubleLine, must be retained.
The Client Service group will record the identity of the client, the date of the request, and the disposition (e.g., provided a written or oral response to clients request, referred to third party, not a proxy voting client, other dispositions, etc.).
In order to facilitate the management of proxy voting record keeping process, and to facilitate dissemination of such proxy voting records to clients, the Client Service group will distribute to any Client requesting proxy voting information DoubleLines complete proxy voting record for the Client for the period requested. If deemed operationally more efficient, DoubleLine may choose to release its entire proxy voting record for the requested period, with any information identifying a particular client redacted.
Furnish the information requested, free of charge, to the Client within a reasonable time period (within 10 business days). Maintain a copy of the written record provided in response to Clients written (including e-mail) or oral request. A copy of the written response should be attached and maintained with the Clients written request, if applicable, and maintained in an appropriate file.
Clients can require the delivery of the proxy voting record relevant to their accounts for the five year period prior to their request.
C. Proxy voting records:
Documents prepared or created by DoubleLine that were material to making a decision on how to vote, or that memorialized the basis for the decision.
Documentation or notes or any communications received from third parties, other industry analysts, third party service providers, companys management discussions, etc. that were material in the basis for the decision.
XI. | Disclosure |
The CCO or designate will ensure that Part II of Form ADV is updated as necessary to reflect: (i) all material changes to this policy; and (ii) regulatory requirements related to proxy voting disclosure.
Attachment A to DoubleLine Capital LP and DoubleLine Funds Proxy Voting, Corporate Action and Class Action Policy
Guidelines
The proxy voting decisions set forth below refer to proposals by company management except for the categories of Shareholder Proposals and Social Issue Proposals. The voting decisions in these latter two categories refer to proposals by outside shareholders.
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Governance
| For trustee nominees in uncontested elections |
| For management nominees in contested elections |
| For ratifying auditors, except against if the previous auditor was dismissed because of a disagreement with the company or if the fees for non-audit services exceed 51% of total fees |
| For changing the company name |
| For approving other business |
| For adjourning the meeting |
| For technical amendments to the charter and/or bylaws |
| For approving financial statements |
Capital Structure
| For increasing authorized common stock |
| For decreasing authorized common stock |
| For amending authorized common stock |
| For the issuance of common stock, except against if the issued common stock has superior voting rights |
| For approving the issuance or exercise of stock warrants |
| For authorizing preferred stock, except against if the board has unlimited rights to set the terms and conditions of the shares |
| For increasing authorized preferred stock, except against if the board has unlimited rights to set the terms and conditions of the shares |
| For decreasing authorized preferred stock |
| For canceling a class or series of preferred stock |
| For amending preferred stock |
| For issuing or converting preferred stock, except against if the shares have voting rights superior to those of other shareholders |
| For eliminating preemptive rights |
| For creating or restoring preemptive rights |
| Against authorizing dual or multiple classes of common stock |
| For eliminating authorized dual or multiple classes of common stock |
| For amending authorized dual or multiple classes of common stock |
| For increasing authorized shares of one or more classes of dual or multiple classes of common stock, except against if it will allow the company to issue additional shares with superior voting rights |
| For a stock repurchase program |
| For a stock split |
| For a reverse stock split, except against if the company does not intend to proportionally reduce the number of authorized shares |
Mergers and Restructuring
| For merging with or acquiring another company |
| For recapitalization |
| For restructuring the company |
| For bankruptcy restructurings |
| For liquidations |
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| For reincorporating in a different state |
| For a leveraged buyout of the company |
| For spinning off certain company operations or divisions |
| For the sale of assets |
| Against eliminating cumulative voting |
| For adopting cumulative voting |
Board of Trustees
| For limiting the liability of trustees |
| For setting the board size |
| For allowing the trustees to fill vacancies on the board without shareholder approval |
| Against giving the board the authority to set the size of the board as needed without shareholder approval |
| For a proposal regarding the removal of trustees, except against if the proposal limits the removal of trustees to cases where there is legal cause |
| For non-technical amendments to the companys certificate of incorporation, except against if an amendment would have the effect of reducing shareholders rights |
| For non-technical amendments to the companys bylaws, except against if an amendment would have the effect of reducing shareholders rights |
Anti-Takeover Provisions
| Against a classified board |
| Against amending a classified board |
| For repealing a classified board |
| Against ratifying or adopting a shareholder rights plan (poison pill) |
| Against redeeming a shareholder rights plan (poison pill) |
| Against eliminating shareholders right to call a special meeting |
| Against limiting shareholders right to call a special meeting |
| For restoring shareholders right to call a special meeting |
| Against eliminating shareholders right to act by written consent |
| Against limiting shareholders right to act by written consent |
| For restoring shareholders right to act by written consent |
| Against establishing a supermajority vote provision to approve a merger or other business combination |
| For amending a supermajority vote provision to approve a merger or other business combination, except against if the amendment would increase the vote required to approve the transaction |
| For eliminating a supermajority vote provision to approve a merger or other business combination |
| Against adopting supermajority vote requirements (lock-ins) to change certain bylaw or charter provisions |
| Against amending supermajority vote requirements (lock-ins) to change certain bylaw or charter provisions |
| For eliminating supermajority vote requirements (lock-ins) to change certain bylaw or charter provisions |
| Against expanding or clarifying the authority of the board of trustees to consider factors other than the interests of shareholders in assessing a takeover bid |
| Against establishing a fair price provision |
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Fairpointe Capital LLC
Proxy Voting Summary
Fairpointe Capital LLC (Fairpointe), as a matter of policy and as a fiduciary to our clients, has responsibility for voting proxies for portfolio securities consistent with the best economic interests of the clients. Our firm maintains written policies and procedures as to the handling, research, voting and reporting of proxy voting and makes appropriate disclosures about our firms proxy policies and practices. Our policy and practice includes the responsibility to monitor corporate actions, receive and vote client proxies and disclose any potential conflicts of interest as well as making information available to clients about the voting of proxies for their portfolio securities and maintaining relevant and required records. Clients may obtain information with respect to the voting of proxies for their securities by contacting their portfolio manager or the firms compliance officer.
Fairpointe has retained Risk Metrics ISS and Broadridges ProxyEdge service to assist in the proxy voting process. The Portfolio Managers review each proxy and will approve or override the recommendations of ISS according to the firms guidelines. The proxies are voted electronically with Broadridges ProxyEdge system. Complete records of proxy votes are maintained electronically through ProxyEdge.
As a matter of firm policy the following guidelines are intended to assist in the proxy voting process:
(a) |
Fairpointe generally vote in favor of the following routine matters: name changes, election of directors, appointment of independent auditors, increase in the outstanding common stock or other equity classes, date and place of annual meeting, ratification of directors actions on routine matters, indemnification of directors and/or officers; employee stock purchase or ownership plans within dilution limits, annual elections and confidential voting. |
(b) |
Fairpointe generally votes in favor of mergers, acquisitions, restructurings, re-incorporations, changes in capitalization and employee and director compensation within reason and when pay and performance are aligned. However, other financial issues may need additional consideration and may involve issues such as hostile takeovers and mergers. |
(c) |
Fairpointe will generally vote against any proposal that attempts to limit shareholder democracy, such as increased indemnification for directors and officers, certain supermajority rights, classified boards, cumulative voting, authorization of new securities that are unduly dilutive and amending state of corporation. |
(d) |
Fairpointe intends to vote on a case-by-case basis on social issues. |
(e) |
A client may have their own set of proxy voting guidelines which may conflict with Fairpointe or another client. If such situation arises, it is our intention to comply with client guidelines by voting proxies attributable to that client on a proportionate basis. |
Should a conflict of interest arise, Fairpointe will resolve the conflict with the view of the best interest of the investors. If Fairpointe determines there is a material conflict of interest in connection with a proxy vote, Fairpointe will vote clients proxies according to recommendations made by ISS, an independent third party.
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GUARDIAN
PROXY VOTING POLICY
DESCRIPTION | : | One of the most significant aspects of corporate governance comes in the exercise of voting rights pertaining to Client investments. The proxy vote is an important asset of any portfolio. Guardian has established proxy voting guidelines to ensure that, when Guardian is delegated voting rights by our Clients, as fiduciaries, we exercise such ownership rights with a view to optimizing the long-term value of those investments. | ||
PURPOSE | : | The primary focus of our management of proxy voting is to maximize shareholder value. One of the ways of ensuring that companies focus attention on maximizing value for shareholders is through corporate governance. Well-managed companies, with strong, focused governance processes, generally, produce better long-term investment returns for all investors. | ||
PRINCIPLE | : | The four key proxy issues identified by Guardian are: Boards of Directors, Executive Compensation, Takeover Protection and Shareholder Rights. With regard to issues related to Social Responsibility, and other Stakeholder Proposals, Guardian will consider each proposal on its merits, based on both client direction and our aim of maximizing shareholder value. Fiduciary obligations do not require Guardian to become a shareholder activist. Finally, with regard to the appointment of auditors for a corporation, Guardian will generally vote for managements recommendation, unless we believe that the firm to be appointed lacks, in our judgment, the necessary competence and independence to carry out their duties. | ||
PRACTICE | : | Guardian must establish at account opening whether it has been delegated proxy voting authority. | ||
To assist with the proxy voting process, Guardian subscribes to a proxy consulting service and a proxy voting service. The consulting service provides a professional review of all proxies issued by the companies held within our equity portfolios. The voting service votes proxies as specifically directed by Guardian. | ||||
Guardian will aim to vote all available proxies for each Client. Depending upon the deemed importance of a particular vote, on a best efforts basis, Guardian will recall shares which are out on loan in order to vote their proxies. | ||||
There may be limited circumstances where Guardian does not vote on behalf of a Client. If Guardian determines that the costs of voting may exceed the expected benefit to a Client, Guardian may elect not to cast a vote (e.g., voting on a foreign security where translation, due diligence or legal costs exist, or where inadequate information and delays in receiving materials impact the ability to make an informed decision). | ||||
Compliance and Operations staff will monitor proxy voting opportunities through the use of the proxy consulting service, and will arrange for the exercise of voting rights. Guardians portfolio managers will be advised of the |
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Harrison Street Securities, LLC
Proxy Voting
Policy
HSS, as a matter of policy and as a fiduciary to its Clients, has responsibility for voting proxies received for portfolio securities consistent with instructions or guidelines set forth in the applicable Clients advisory agreement and otherwise in the best economic interests of the applicable Client. HSS will monitor corporate actions and disclose conflicts of interest, make information available to Clients about the voting of proxies for such Client portfolio securities and maintain relevant and required records.
Background
Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised.
Investment advisers registered with the SEC, and which exercise voting authority with respect to client securities, are required by Rule 206(4)-6 of the Advisers Act to (a) adopt and implement written policies and procedures that are reasonably designed to ensure that client securities are voted in the best interests of clients, which design must include stating how an adviser addresses material conflicts that may arise between an advisers interests and those of its clients; (b) disclose to clients how they may obtain information from the adviser with respect to the voting of proxies for their securities; (c) describe to clients a summary of its proxy voting policies and procedures and, upon request, furnish a copy to its clients; and (d) maintain certain records relating to the advisers proxy voting activities when the adviser does have proxy voting authority.
Responsibility
The SVP Operations has the responsibility for the implementation and monitoring of HSS proxy voting policy, practices, disclosures and record keeping. The portfolio manager or analyst covering the company for which the proxy is solicited is primarily responsible for determining how the proxy is to be voted.
Procedures
HSS has adopted procedures to implement the firms policy and conducts reviews to monitor and ensure that the firms policy is observed, implemented properly, and amended or updated, as appropriate. These procedures include the following:
Voting Procedures
Any Supervised Person who receives proxy solicitation materials on behalf of a Client will forward those materials to the SVP Operations;
The SVP Operations, or his or her designee, will record the receipt of the proxy materials and deliver a copy of the proxy materials to the portfolio manager or analyst that covers the company;
Absent material conflicts, the portfolio manager or analyst that covers the company will determine how the proxy should be voted by HSS in accordance with such recommendations. Applicable Client voting guidelines and firm policies, and the SVP Operations or his or her designee will complete the proxy and vote the proxy (for, against or abstain) in a timely and appropriate manner; and
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The SVP Operations, or his or her designee, will review with the CCO and, if necessary, outside counsel any request by a Client to vote directly. Thereafter the SVP Operations or his or her designee will promptly deliver proxy materials to any Client that has properly communicated in writing to the firm its desire to vote directly.
Disclosure
HSS will include in its Brochure on Form ADV Part 2a disclosure summarizing its proxy voting policy and procedures, including a statement that Clients may request information regarding how proxies have been voted.
Requests for Information
All Client or Investor requests for information regarding proxy votes or for Policies and Procedures, received by any Supervised Person should be forwarded to the SVP Operations; and
The SVP Operations, or his or her designee, will prepare a written response to the Client or Investor with the information requested and, as applicable, will include the name of the issuer, the proposal voted upon, and how HSS voted the proxy with respect to each proposal about which the Client inquired.
Voting Guidelines
In the absence of specific voting guidelines from the Client, HSS will vote proxies in what it believes to be the best economic interests of the Client. HSS policy is to vote all proxies from a specific issuer the same way for each Client absent qualifying restrictions from a Client. Clients are permitted to place reasonable restrictions on HSS voting authority in the same manner that they may place such restrictions on the actual selection of account securities;
HSS will generally vote in favor of routine corporate housekeeping proposals such as the election of directors and selection of auditors absent conflicts of interest raised by an auditors non-audit services;
HSS will generally vote against proposals that cause board members to become entrenched or cause unequal voting rights;
In reviewing and researching proposals, HSS will further consider the opinion of management, the effect on management, the effect on shareholder value, the issuers business practices and, where necessary, independent third-party voting recommendation; and
Votes may be cast electronically or in writing. The SVP Operations, or his or her designee, will keep written records of electronically voted proxies that indicate the date of the vote and the actions taken.
Conflicts of Interest
HSS will identify any conflicts that exist between the interests of the firm and those of the Client or between the interests of the Client and those of HSS by reviewing the relationship of the Client and HSS with the issuer of each security to determine if any such person has any financial, business or personal relationship with the issuer;
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If a material conflict of interest exists, the SVP Operations will disclose the conflict to the Client or Investors, to give the Client or Investors an opportunity to vote the proxies themselves, or to address the voting issue through other objective means such as voting in a manner consistent with a predetermined voting policy or after receiving an independent third party voting recommendation; and
The SVP Operations, or his or her designee, will maintain a record of the voting resolution of any conflict of interest.
Recordkeeping
The SVP Operations, or his or her designee, shall retain the following proxy records in accordance with the SECs records retention requirement:
The proxy policies and procedures and any amendments;
Each proxy statement that HSS receives either electronically or as paper;
A record of each vote that HSS casts;
A record of the delivery of proxy materials to Clients who have communicated in writing to HSS a desire to vote directly;
Any document HSS created that was material to making a decision as to how to vote proxies, or that memorializes such a decision including periodic reports to the Client; and
A copy of each written request from a Client for information on how a proxy was voted, and a copy of any written response.
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Herndon Capital Management
Proxy Voting Policy
Herndon Capital Management, LLC (HCM) has a fiduciary obligation to, at all times, place the best interest of advisory clients (e.g. plan participants and beneficiaries) as the sole consideration when voting proxies of portfolio companies. HCM has retained Glass Lewis & Co. (GL) for proxy voting services. GL will analyze the voting issues and carry out the actual voting process in accordance with its guidelines which have been agreed to by HCMs Proxy Committee. Proxy issues receive consideration based on all relevant facts and circumstances.
Some accounts for which HCM is investment manager may wish to retain responsibility for proxy voting or to assign that responsibility to a different investment manager. Such accounts must either provide HCM with a plan document that expressly precludes HCM from voting proxies or include in the contract that HCM will not vote their proxies. In the absence of such documentation HCM has the legal responsibility and the obligation to vote for its accounts, and will do so through GL.
Proxy Committee . HCM has established a Proxy Committee. The Proxy Committee considers its fiduciary responsibility to all clients when addressing proxy issues. The Proxy Committee has reviewed and agreed with GLs proxy voting guidelines and instructed them to vote on HCMs behalf in accordance with those guidelines for HCMs clients. As GL amends their guidelines the Proxy Committee will review and based on the agreement of the terms will provide GL voting instruction.
HCM provides GL with the list of accounts and their holdings monthly to ensure that GL has record of the clients and their holdings for proxy purposes.
The Proxy Committee meets at least annually to review any guideline changes from GL, should any exist.
In compliance with the U. S. Department of Labor, the Director of Marketing and Operations maintains applicable records regarding proxy voting for accounts. The Director of Marketing and Operations can access a report online on any given day. Any voting decision that may require a deviation from the standard policies will be deferred to the Proxy Committee from GL for further analysis and a final decision. In these rare situations, outside legal counsel may be sought for additional guidance, and reasons for such action will be noted in the committees special meeting minutes.
ERISA Accounts. It is HCMs policy to fully comply with ERISA requirements regarding proxy voting. Some ERISA accounts for which HCM is investment manager may wish to retain responsibility for proxy voting or to assign that responsibility to a different investment manager. Such accounts must either provide HCM with a plan document that expressly precludes HCM from voting proxies or include in the client agreement that HCM will not vote proxies on their behalf. In the absence of such documentation HCM has the legal responsibility and the obligation to vote for its ERISA accounts.
Material Conflicts . Regardless of material conflict, HCM through GL will, at all times, vote in the best interest of the client.
Criteria. GL on behalf of HCM votes proxies related to securities held by clients in a manner solely in the interest of the client, which is in accordance with written GL guidelines. Proxy votes generally will be cast in favor of proposals that maintain or strengthen the shared interest of shareholders and management, increase shareholder value, maintain or increase shareholder influence over the issuers board of directors and management, and maintain or increase the rights of shareholders; proxy votes generally will be cast
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against proposals having the opposite effect. In voting on each and every issue, GL shall vote in the prudent and diligent fashion and only after a careful evaluation of the issue presented on the ballot.
Checks and Balances. Periodically, HCM will:
1. | Spot check to verify that proxies received have been voted in a manner consistent with the Proxy Voting Policies and Procedures and the guidelines (if any) issued by the client, or in the case of an employee benefit plan, the plans trustee or other fiduciaries; |
2. | Provide a proxy voting report to those clients that request it; in a manner consistent with the clients request, which may vary. |
HCM through GL will provide investment company clients with the information necessary to comply with filing requirements of Form N-PX on a timely basis.
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Lake Partners, Inc.
Proxy Voting
November 29, 2004
As amended: March 6, 2009
Policy
Lake Partners, Inc. (the Adviser) has adopted these policies and procedures in accordance with Rule 206(4)-6 under the Investment Advisers Act of 1940 (the Advisers Act). These policies and procedures are designed to ensure that the Adviser is administering proxy voting matters in a manner consistent with the best interests of its clients and in accordance with its fiduciary duties under the Advisers Act and other applicable laws and regulations.
The Adviser considers the proxy vote to be an asset of the client portfolio holding the security to which the proxy relates and for which the Adviser has voting authority. The Advisers authority to vote proxies is established by the investment management agreement (as amended from time to time) and/or the brokerage account application agreement with the client. In all circumstances, the Adviser will comply with specific client directions to vote proxies, whether or not such client directions deviate from the Advisers policies and procedures.
The Adviser seeks to discharge its fiduciary duty to clients for whom it has proxy voting authority by monitoring corporate events and voting proxies solely in the best interests of its clients. The Adviser evaluates all proxy proposals on an individual basis. Subject to its contractual obligations, there may be times when refraining from voting a proxy is in a clients best interest, such as when the Adviser determines that the cost of voting the proxy exceeds the expected benefit to the client.
The Adviser typically is neither an activist in corporate governance nor an automatic supporter of management on all proxy proposals. Generally, the Adviser will oppose management in order to further the independence of the board of directors, to preserve the rights of shareholders (such as by resisting attempts to entrench management), and to oppose compensation packages that the Adviser deems to be excessive.
Proxy Committee: Proxy Voting Guidelines
The Adviser has established a Proxy Committee. The members of the Proxy Committee are appointed by the Board of Directors of the Adviser from time to time and are listed on Attachment A. The Proxy Committee meets at least annually and as necessary to fulfill its responsibilities. A majority of the members of the Proxy Committee constitutes a quorum for the transaction of business. The Controller acts as secretary of the Proxy Committee and maintains a record of Proxy Committee meetings and actions.
The Proxy Committee is responsible for (i) the oversight and administration of proxy voting on behalf of the Advisers clients, including developing, authorizing, implementing and updating the Advisers proxy voting policies and procedures; (ii) overseeing the proxy voting process; and (iii) engaging and overseeing any third party service provider as voting agent to receive proxy statements and/or to provide information, research or other services intended to facilitate the proxy voting decisions made by the Adviser. The Proxy Committee typically reviews reports on
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the Advisers proxy voting activity at least annually and as necessary to fulfill its responsibilities. The Proxy Committee reports to the Advisers Board of Directors at least annually regarding the administration of these policies and procedures and any changes deemed appropriate.
The Proxy Committee has developed a set of criteria for evaluating proxy issues. These criteria and general voting guidelines are set forth in the Advisers Proxy Voting Guidelines (the Guidelines), a copy of which is attached hereto as Attachment B. The Proxy Committee may amend or supplement the Guidelines from time to time. All Guidelines are to be applied generally and not absolutely, such that the Advisers evaluation of each proposal will be performed in the context of the Guidelines giving appropriate consideration to the circumstances of the company or investment company whose proxy is being voted.
Proxy Voting Procedure
The Adviser establishes with respect to each client account whether the client retains the power to vote proxies or has delegated the responsibility for proxy voting to the Adviser. In every case where a client has delegated responsibility for voting proxies to the Adviser, the Adviser tracks the occurrence of shareholder meetings, and obtains and evaluates the proxy information provided by the companies whose shares are being voted.
Prior to a proxy voting deadline, the appropriate analyst of the Adviser (who may be a member of the Proxy Committee) will make a determination as to how to vote each proxy proposal based on his or her analysis of the proposal and the Guidelines. In evaluating a proxy proposal, an analyst may consider information from many sources, including management of the company or investment company, shareholder groups and independent proxy research services. An analyst may determine that the cost of voting a proxy exceeds the expected benefit to the client. For example, calling back securities that have been loaned in order to exercise voting rights could cause a client to forego income that otherwise would have been earned had the Adviser not sought to exercise voting rights with respect to those securities.
The Adviser is responsible for submitting, or arranging the submission of, the proxy votes to the shareholders meetings in a timely manner.
The Adviser will use echo voting for the investment company shares when required by law.
Conflicts of Interest
The Adviser may have a conflict of interest in voting a particular proxy. A conflict of interest could arise, for example, as a result of a business relationship with a company or investment company, or a direct or indirect business interest in the matter being voted upon, or as a result of a personal relationship with corporate directors or candidates for directorships. Whether a relationship creates a material conflict of interest will depend upon the facts and circumstances. Whenever an analyst determines that it is in a clients best interest to vote on a particular proposal in a manner other than in accordance with the Guidelines (or the Guidelines do not address how to vote on the proposal), the analyst shall present the matter to the Proxy Committee, which shall be responsible for evaluating information relating to conflicts of interest in connection with voting the client proxy.
A. Identifying Conflicts of Interest
For purposes of identifying conflicts under these procedures, the Proxy Committee will rely on
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publicly available information about a company or investment company and its affiliates, information about the company or investment company and its affiliates that is generally known by the Advisers employees, and other information actually known by a member of the Proxy Committee.
The Proxy Voting Committee may determine that the Adviser has a conflict of interest as a result of the following:
1. Significant Business Relationships The Proxy Committee will consider whether the matter involves an issuer or proponent with which the Adviser has a significant business relationship. The Adviser has significant business relationships with certain entities, such as other investment advisory firms, vendors, clients and broker-dealers. For this purpose, a significant business relationship is one that might create an incentive for the Adviser to vote in favor of management.
2. Significant Personal or Family Relationships The Proxy Committee will consider whether the matter involves an issuer, proponent or individual with which an employee of the Adviser who is involved in the proxy voting process may have a significant personal or family relationship. For this purpose, a significant personal or family relationship is one that would be reasonably likely to influence how the Adviser votes the proxy. Employees of the Adviser who are involved in the proxy voting process ( e.g ., analysts, portfolio managers, Proxy Committee members, senior management, as applicable) are required to disclose to the Proxy Committee any significant personal or family relationship they may have with the issuer, proponent or individual involved in the matter.
3. Contact with Proxy Committee Members If an employee of the Adviser not involved in the proxy voting process contacts any Proxy Committee member for the purpose of influencing how a proxy is to be voted, the member will immediately contact the Advisers Chief Compliance Officer who will determine: (i) whether to treat the proxy in question as one involving a material conflict of interest; and (ii) if so, whether the member of the Proxy Committee who was contacted should recuse himself or herself from all further matters regarding the proxy.
B. Determining Whether a Conflict is Material
In the event that the Proxy Committee determines that the Adviser has a conflict of interest with respect to a proxy proposal, the Proxy Committee shall also determine whether the conflict is material to that proposal. The Proxy Committee may determine on a case-by-case basis that a particular proposal does not involve a material conflict of interest. To make this determination, the Proxy Committee must conclude that the proposal is not directly related to the Advisers conflict with the issuer. If the Proxy Committee determines that a conflict is not material, then the Adviser may vote the proxy in accordance with the recommendation of the analyst.
C. Voting Proxies Involving a Material Conflict
In the event that the Proxy Committee determines that the Adviser has a material conflict of interest with respect to a proxy proposal, the proposal shall be voted in accordance with Lake Partners proxy voting guidelines. However, if a material conflict of interest is identified and the guidelines do not address how to vote on the proposal, the Proxy Committee may: (i) contact an independent third party to recommend how to vote on the proposal and vote in accordance with
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the recommendation of such third party (or have the third party vote such proxy); or (ii) fully disclose the nature of the conflict to the client and obtain the clients consent as to how Lake Partners shall vote on the proposal (or otherwise obtain instructions from the client as to how the proxy should be voted).
The Adviser may not address a material conflict of interest by abstaining from voting, unless the Proxy Committee has determined that abstaining from voting on the proposal is in the best interests of clients. 1
The Proxy Committee shall document the manner in which proxies involving a material conflict of interest have been voted as well as the basis for any determination that the Adviser does not have a material conflict of interest in respect of a particular matter. Such documentation shall be maintained with the records of the Proxy Committee.
5. DISCLOSURE
In accordance with the Advisers Act, the Adviser reports upon request to its clients regarding the manner in which their proxies are voted. It is the Advisers general policy not to disclose to any issuer or third party how it has voted client proxies, except as otherwise required by law.
6. RECORD RETENTION
The Adviser maintains the books and records required by Rule 204-2(c)(2) under the Advisers Act in the manner and for the periods required.
Attachments
Attachment A Members of the Proxy Committee
Attachment B Lake Partners, Inc. Proxy Voting Guidelines
1 The existence of a material conflict of interest will not affect an analysts determination that it is in the best interests of clients not to vote a proxy.
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Attachment A
Members of the Proxy Committee
Members of the Proxy Committee
Ronald A. Lake, Co-Chairman, President, Director
Frederick C. Lake, Co-Chairman, Secretary, Treasurer
Maurice A. Cabral, Controller, Chief Compliance Officer
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Attachment B
Lake Partners, Inc.
Proxy Voting Guidelines
One of the primary factors Lake Partners, Inc. (the Adviser) considers when determining the desirability of investing in a [particular company] or investment company is the quality and depth of its management. Accordingly, the Adviser believes that the recommendation of management on any issue should be given substantial weight in determining how proxy issues are resolved. As a matter of practice, the Adviser will vote on most issues presented in a [company] or investment company proxy statement in accordance with the position of the companys management, unless the Adviser determines that voting in accordance with managements recommendation would adversely affect the investment merits of owning the security. However, the Adviser will consider each issue on its own merits, and will not support the position of the companys management in any situation where, in the Adviser judgment, it would not be in the best interests of the client to do so.
The Adviser generally characterizes proxy voting issues into three Levels (I, II and III). The Level of proposal will determine the depth of research required by the analyst when deciding how to vote each proxy. Level I matters normally are voted based on the recommendation of the issuers management. Matters that could meaningfully impact the position of existing shareholders (Levels II and III) are given special consideration and voted in a manner that is believed to support the interests of shareholders. Whenever an analyst determines that it is in a clients best interest to vote on a particular proposal in a manner other than in accordance with the Guidelines (or the Guidelines do not address how to vote on the proposal), the analyst shall present the matter to the Proxy Committee, which shall be responsible for evaluating information relating to conflicts of interest in connection with voting the client proxy.
A. | Level I Proposals |
Level I proposals are those which do not propose to change the structure, bylaws, or operations of a company or investment company to the detriment of the shareholders. Given the routine nature of these proposals, proxies will nearly always be voted with management. However, the appropriate analyst of the Adviser will research the issue before making a conclusion as to how a vote would be in the best interest of the client.
- Approval of auditors
- Election of directors and officers of the corporation
- Indemnification provisions for directors
- Liability limitations of directors
- Name changes
- Declaring stock splits
- Elimination of preemptive rights
- Incentive compensation plans
- Changing the date and/or the location of the annual meetings
- Minor amendments to the articles of incorporation
- Employment contracts between the company and its executives and remuneration for directors
- Automatic dividend reinvestment plans
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- Retirement plans, pensions plans and profit sharing plans, creation of and amendments thereto
B. | Level II Proposals |
Issues in this category are more likely to affect the structure and operations of a company or investment company and, therefore, will have a greater impact on the value of a clients investment. The applicable analyst on the security will review each issue in this category on a case-by-case basis and perform diligent research to make a decision based on the best interest of the client. In those instances where the decision is not clear cut, the analyst will consult with the Proxy Committee and solicit their input. As stated previously, voting decisions will be made based on the perceived best interest of the clients. Level II proposals include:
- Mergers and acquisitions
- Restructuring
- Re-incorporation or formation
- Changes in capitalization
- Increase or decrease in number of directors
- Increase or decrease in preferred stock
- Increase or decrease in common stock
- Material changes in terms for fees or expenses of an investment company
- Material changes in investment policies or guidelines of an investment company
- Stock option plans or other compensation plans
- Social issues
B. | Level III (Corporate Governance) Proposals |
The Adviser generally will vote against any management proposal that clearly has the effect of restricting the ability of shareholders to realize the full potential value of their investment. In addition to the steps taken to render a decision in the above-mentioned scenarios (Level I and Level II proposals), the analyst may find it necessary to contact company or investment company management to discuss any such proposal to gain a more complete understanding before casting a
vote. Proposals in Level III may include:
- Poison pills
- Golden parachutes
- Greenmail
- Supermajority voting
- Board classification without cumulative voting
- Confidential voting
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Proxy Voting Guidelines Summary
The proxy voting guidelines contained herein are a sampling of select, key guidelines and are not all inclusive. LMCG will review our proxy voting policy and guidelines from time to time and may adopt changes. Proxy questions are considered within the individual circumstances of the issuer and therefore it is possible that individual circumstances might mean that a given proxy question could be voted differently than what is generally done in other cases. Clients may contact their Client Service Officer or the Compliance Office by calling (617) 380-5600 or via e-mail at clientservice@leemunder.com or compliance@leemunder.com for a copy of our most current guidelines or to obtain a record of how proxies were voted for their account.
1. Audit-related Items :
Auditor Ratification
Generally vote FOR proposals to ratify auditors unless:
| An auditor has a financial interest in or association with the company and is therefore not independent; |
| There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the companys financial position; |
| Poor accounting practices are identified such as fraud, misapplication of GAAP and material weaknesses are identified; or |
| Fees for non-audit services are excessive |
Vote CASE-BY-CASE on shareholder proposals asking companies to prohibit or limit their auditors from engaging in non-audit services.
2. Board of Directors :
Voting on Director Nominees in Uncontested Elections
Votes on director nominees should be determined CASE-BY-CASE.
Voting for Director Nominees in Contested Elections
Vote CASE-BY-CASE on the election of directors in contested elections, considering the following:
| Managements track record; |
| Background to the proxy contest; |
| Qualifications of Director nominees; |
| Strategic plan of dissident slate and quality of critique against management; |
| Likelihood that the proposed goals and objectives can be achieved; and |
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| Stock ownership positions |
Board responsiveness
Vote case-by-case on individual directors, committee members or the entire board of directors as appropriate if:
| Material failures of governance, stewardship, risk oversight, or fiduciary responsibilities at the company |
| Board failed to act on a shareholder proposal that received the support of a majority of shares cast in the previous year |
| Board failed to act on takeover offer where majority of shares tendered |
| Board failed to address issues related to a director receiving 50% or more withhold/against votes |
| Board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the majority of votes |
Vote AGAINST or WITHHOLD from entire board of directors for problematic practices or material failures in the areas of accountability, independence or competence :
Board accountability, including items such as:
| A classified board structure |
| A supermajority vote requirement |
| Inability for shareholders to call special meetings |
| Inability of shareholders to act by written consent |
| Dual-class capital structure |
| Non-shareholder approved poison pill |
| Material failures of governance, stewardship, risk oversight, fiduciary responsibility |
| Failure to replace management as appropriate |
Director independence, including items such as:
| Inside or affiliated director serves on key committees |
| Company lacks an audit, compensation or nominating committee |
| Independent directors make up less than a majority of directors |
Director competence, including items such as:
| Not all directors attended 75% of the aggregate board and committee meetings |
| Sit on more than six public company boards |
Independent Chair (Separate CEO/Chair)
Generally vote FOR shareholder proposals requiring that the chairman position be filled by an independent director unless there are substantial reasons to recommend against the proposal, such as counterbalancing governance structure.
Majority Vote Shareholder Proposals
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Generally vote FOR binding resolutions requesting that the board change the companys bylaws to stipulate that directors need to be elected with an affirmative majority of votes cast.
Audit Committee related items
Generally vote AGAINST or WITHHOLD from members of the Audit Committee if:
| Non-audit fees paid to auditor are excessive |
| Company receives an adverse opinion on financial statements |
| Evidence of inappropriate indemnification language that limits ability of the company or shareholders to pursue legal recourse against audit firm |
Vote CASE-BY-CASE on members of the Audit Committee and potentially the full board if:
| Poor accounting practices result in fraud, misapplication of GAAP, and/or other material weaknesses |
Compensation Committee related items
In the absence of an Advisory vote on executive compensation, vote AGAINST or WITHHOLD on members of the Compensation Committee or potentially the full board if:
| There is significant misalignment between CEO pay and company performance |
| Company maintains problematic pay practices related to non-performance based compensation elements, incentives that motivate excessive risk taking and options backdating |
| Board exhibits significant level of poor communication and responsiveness to shareholders |
| Company fails to submit one-time transfer of stock options to shareholder vote |
| Company fails to fulfill terms of burn rate commitment made to shareholders |
Vote CASE-BY-CASE on members of the Compensation Committee and the MSOP proposal if the Companys previous say-on-pay proposal received support of less than 70% of votes cast, taking into account:
| Discloser of engagement efforts with major institutional shareholders regarding issues that led to low level of support |
| Specific actions to address issues that contributed to low level of support |
| Other recent compensation practices |
| Whether the issues raised are recurring or isolated |
| Companys ownership structure |
| Whether support level was less than 50%, |
Performance/Governance Evaluation for Directors
Generally vote WITHHOLD or AGAINST on all director nominees if the board lacks accountability and oversight, coupled with sustained poor performance relative to peers.
Reimbursing Proxy Solicitation Expenses
Vote CASE-BY-CASE on proposals to reimburse proxy solicitation expenses.
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3. | Shareholder Rights and Defenses : |
Advanced Notice Requirements for Shareholder Proposals/Nominations
Vote CASE-BY-CASE on advance notice proposals, giving support to proposals that allow shareholders to submit proposals/nominations reasonably close to the meeting date within the broadest window possible.
Poison Pills
Generally vote FOR shareholder proposals requesting that the company submit its poison pill to a shareholder vote or redeem it unless the company has (1) a shareholder approved poison pill in place or (2) the company has adopted a policy concerning the adoption of a pill in the future specifying that the board will only adopt a shareholder rights plan if shareholders have approved the adoption of the plan or the board determines that it is in the best interest of shareholders to adopt a pill without delay.
Vote CASE-BY-CASE on management proposals on poison pill ratification, focusing on the features of the shareholder rights plan.
Reincorporation Proposals
Evaluate management or shareholder proposals to change a companys state of incorporation on a CASE-BY-CASE basis.
4. | Capital and Corporate Restructurings : |
Common Stock Authorization
Vote CASE-BY-CASE on proposals to increase the number of shares of common stock authorized for issuance.
Dual Class Structure
Generally vote AGAINST proposals to create a new class of common stock with superior voting rights
Share Repurchase Programs
Vote FOR management proposals to institute open market repurchase plans in which all shareholders may participate on equal terms.
Mergers and Acquisitions
Overall Approach Vote CASE-BY-CASE
For mergers and acquisitions, review and evaluate the merits and drawbacks of the proposed transaction balancing various and sometimes countervailing factors including:
| Valuation; |
| Market reaction; |
| Strategic rationale; |
| Negotiations and process; |
| Conflicts of Interest; and |
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| Governance |
5. | Compensation : |
Advisory Vote on Executive Compensation (Say-on-Pay) Management Proposals
Vote CASE-BY-CASE on ballot items related to executive pay and practices
Vote AGAINST Advisory Votes on Executive Compensation (MSOP) if:
| There is significant misalignment between CEO pay and company performance |
| Company maintains problematic pay practices |
| Board exhibits significant level of poor communication and responsiveness to shareholders |
Vote AGAINST or WITHHOLD from members of the Compensation Committee if:
| There is no MSOP on the ballot |
| Board fails to adequately respond to a previous MSOP proposal that received less than 70% support |
| The company has poor compensation practices |
Vote FOR annual advisory votes on compensation.
Employee Stock Purchase Plans
Vote CASE-BY-CASE on non-qualified employee stock purchase plans.
Option Exchange Programs/Re-pricing Options
Vote CASE-BY-CASE on management proposals seeking approval to exchange/re-price options.
Equity Compensation Plans
Vote CASE-BY-CASE on equity-based compensation plans.
6. | Corporate Social Responsibility (CSR) Issues : |
General approach on CSR issues is to vote CASE-BY-CASE taking into account factors such as impact on shareholder value, significance of companys business affected by the proposal, impact on company reputation, response by other companies to similar issue and degree to which proprietary or confidential information would be disclosed.
Some issues that fall under this topic include proposals on:
| Companys political spending, lobbying efforts and charitable contributions |
| Animal welfare practices |
| Energy and environmental issues |
| Equal employment opportunity and discrimination |
| Diversity |
| Product safety and hazardous materials |
7. | Conflicts of Interest: |
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Conflicts of interest could exist when the Firm holds a security issued by a client in client portfolios, and the Firm is required to vote that security. When there is a potential conflict with a client, the Firm will look to these guidelines and the ISS recommendation for voting guidance.
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Montag & Caldwell, Inc.
Proxy Voting Policy
If directed by Client, decisions on voting of proxies will be made by Montag & Caldwell, LLC (M&C) in accordance with these guidelines (as amended from time to time). M&C will consider proxies as a Client asset and will vote consistently across all Client portfolios for which it has discretionary voting authority in the manner believed is most likely to enhance shareholder value. Where practical, M&C may consider requests to vote proxies in accordance with Client specific guidelines.
If M&C is authorized to make decisions on voting of proxies, we will have no obligation to furnish Client any proxies, notices of shareholder meetings, annual reports or other literature customarily mailed to shareholders.
Once discretionary voting authority has been delegated to M&C, Client may not at a later date direct how to vote the proxies. Clients who wish to adhere to a proprietary set of voting guidelines should exercise their right to reserve voting authority rather than delegating this responsibility to M&C.
Should the situation arise where M&C is an investment adviser to a company whose proxy we are authorized to vote or any other potential conflict of interest is perceived and the item falls outside the issues explicitly addressed by these guidelines, the matter will be reviewed by the entire Proxy Committee. If an item is explicitly addressed by these guidelines it will be voted accordingly. If an item falls outside the issues explicitly addressed by these guidelines and we would vote against management, no further review is needed. If further review is needed the Proxy Committee will first determine if the conflict is material. If it is material, the Proxy Committee will determine the steps needed to resolve the conflict before the proxy is voted.
It is against M&Cs policy for employees to serve on the board of directors of a company whose stock could be purchased for M&Cs advisory clients.
The following guidelines establish our position on many common issues addressed in proxy solicitations and represent how we will generally vote such issues; however, all proxy proposals will be reviewed by an investment professional to determine if shareholder interests warrant any deviation from these guidelines or if a proposal addresses an issue not covered in the guidelines.
1. Auditors
M&C will generally vote to ratify auditors, unless:
| An auditor has a financial interest in or association with the company and is thus not independent, |
| There is evidence the independent auditor has issued an inaccurate or misleading opinion, |
| Fees for non-audit services are excessive. |
2. Board of Directors
M&C will generally vote for routine election or re-election of directors.
M&C will generally vote for proposals to repeal classified boards, and to elect all directors annually.
M&C will generally vote against proposals to classify the board.
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M&C will generally vote against proposals to allow cumulative voting.
3. Proxy Contests
M&C will review contested director elections on a case-by-case basis.
4. Takeover Defenses
M&C will generally vote for shareholder proposals requesting that a company submit its poison pill to a shareholder vote or redeem it unless the company has:
| A shareholder approved poison pill in place, |
| An acceptable policy covering the future adoption of a poison pill. |
M&C will generally vote for shareholder proposals calling for a poison pill to be put to a vote within a time period of less than one year after adoption.
M&C will review on a case-by-case basis management proposals on poison pill ratification.
M&C will generally vote against proposals to require a supermajority shareholder vote.
M&C will generally vote for proposals to lower supermajority vote requirements.
5. Mergers and Corporate Restructurings
M&C will review mergers, acquisitions, and restructurings on a case-by-case basis.
6. State of Incorporation
M&C will review proposals to change a companys state of incorporation on a case-by-case basis.
7. Capital Structure
M&C will generally vote to increase the number of shares of common stock authorized, unless:
| The explicit purpose of the increase is to implement a non-shareholder approved rights plan (poison pill). |
M&C will generally vote against proposals authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (blank check preferred stock).
M&C will review other proposals regarding preferred stock on a case-by-case basis.
8. Compensation Issues
M&C will review the following issues on a case-by-case basis:
| Equity Compensation Plans |
| Director Compensation |
| Employee Stock Purchase Plans Qualified Plans |
| Employee Stock Purchase Plans Non-Qualified Plans |
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| Severance Agreements |
9. Corporate Responsibility
Shareholders often submit proposals to change lawful corporate activities in order to meet the goals of certain groups or private interests that they represent.
M&C will support management in instances where we feel acceptable efforts are made on behalf of special interests of social conscience. The burden of corporate responsibility rests with management. We will generally vote AGAINST shareholder proposals regarding the following areas:
| Animal Rights |
| Drug Pricing and Re-importation |
| Genetically Modified Foods |
| Tobacco |
| Arctic National Wildlife Refuge |
| Concentrated Area Feeding Operations |
| Global Warming and Kyoto Protocol Compliance |
| Political Contributions |
| Outsourcing/Off-shoring |
| Country-specific Human Rights Reports |
| Placing arbitrary restrictions on environmental practices |
10. Administrative Issues
Proxy voting guidelines will be reviewed annually and approved by the Investment Policy Committee.
If a Clients shares are on loan at the time of voting, it is not M&Cs policy to request that the custodian recall the shares on loan.
M&C will maintain a record of proxy voting guidelines and the annual updates electronically.
M&C has established a Proxy Committee that consists of at least three members of the Investment Policy Committee and includes at least one research analyst and two portfolio managers.
Proxy voting decisions will be made by at least one member of the Proxy Committee within the framework established by these guidelines that are designed to vote in the best interests of all Clients.
M&C will maintain a record of any document created by M&C or procured from an outside party that was material to making a decision how to vote proxies on behalf of a Client or that memorializes the basis of that decision.
M&C will maintain records detailing receipt of proxies, number of shares voted, date voted and how each
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issue was voted. These records will be available upon request to those Clients for whom we have proxy voting responsibility.
M&C will maintain records of all written Client requests for information as to how M&C voted proxies on their behalf and of M&Cs written response to the Clients written or verbal requests.
The proxy voting process will be monitored for accuracy. A voting history report is generated by the Supervisor of Information Processing on a monthly basis. This report is provided to the Chief Compliance Officer to verify against ballot copies.
The Supervisor of Information Processing will provide the Chief Compliance Officer with a quarterly statement that all ballots were received or reasonable steps, under the circumstances, have been taken to obtain the ballots.
Reviewed March 24, 2011
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Proxy Voting Policy |
Pictet Asset Management |
March 2013
|
1. Operational Items
ISSUE SUBJECT TO VOTE
|
VOTING POLICY
|
|
Financial Results/ Director and Auditor Reports |
Vote FOR approval of financial statements and director and auditor reports, unless:
There are concerns about the accounts presented or audit procedures used; or
The company is not responsive to shareholder questions about specific items that should be publicly disclosed.
|
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ISSUE SUBJECT TO VOTE
|
VOTING POLICY
|
|
Appointment of Auditors
and Auditor Fees |
Vote FOR the (re)election of auditors and/or proposals authorizing the board to fix auditor fees, unless:
There are serious concerns about the procedures used by the auditor;
There is reason to believe that the auditor has rendered an opinion which is neither accurate nor indicative of the companys financial position;
External auditors have previously served the company in an executive capacity or can otherwise be considered affiliated with the company;
Name of the proposed auditors has not been published;
The auditors are being changed without explanation; or
Fees for non-audit services exceed standard annual audit-related fees (only applies to companies on the MSCI EAFE index and/or listed on any country main index).
In circumstances where fees for non-audit services include fees related to significant one-time capital structure events (initial public offerings, bankruptcy emergencies, and spin-offs) and the company makes public disclosure of the amount and nature of those fees, which are an exception to the standard non-audit fee category, then such fees may be excluded from the non-audit fees considered in determining the ratio of non-audit to audit fees.
For concerns related to the audit procedures, independence of auditors, and/or name of auditors, PAM may vote AGAINST the auditor (re)election. For concerns related to fees paid to the auditors, PAM may vote AGAINST remuneration of auditors if this is a separate voting item; otherwise PAM may vote AGAINST the auditor election.
|
|
Appointment of Internal
|
Vote FOR the appointment or re-election of statutory auditors, unless: |
|
There are serious concerns about the statutory reports presented or the audit procedures used;
Questions exist concerning any of the statutory auditors being appointed; or
The auditors have previously served the company in an executive capacity or can otherwise be considered affiliated with the company.
|
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ISSUE SUBJECT TO VOTE
|
VOTING POLICY
|
|
Allocation of Income |
Vote FOR approval of the allocation of income, unless:
The dividend payout ratio has been consistently below 30 percent without adequate explanation; or
The payout is excessive given the companys financial position.
|
|
Stock (Scrip) Dividend
|
Vote FOR most stock (scrip) dividend proposals
Vote AGAINST proposals that do not allow for a cash option unless management demonstrate that the cash option is harmful to shareholder value.
|
|
Amendments to Articles
|
Vote amendments to the articles of association on a CASE-BY-CASE basis. |
|
Change in Company
|
Vote FOR resolutions to change a companys fiscal term unless a companys motivation for the change is to postpone its AGM.
|
|
Lower Disclosure
|
Vote AGAINST resolutions to lower the stock ownership disclosure threshold below 5 percent unless specific reasons exist to implement a lower threshold.
|
|
Amend Quorum
|
Vote proposals to amend quorum requirements for shareholder meetings on a CASE-BY-CASE basis.
|
|
Transact Other Business |
Vote AGAINST other business when it appears as a voting item.
|
|
2. Board of Directors | ||
ISSUE SUBJECT TO VOTE
|
VOTING POLICY
|
|
Director Elections |
Vote FOR management nominees in the election of directors, unless:
Adequate disclosure has not been provided in a timely manner;
There are clear concerns over questionable finances or restatements;
There have been questionable transactions with conflicts of interest;
There are any records of abuses against minority shareholder interests; or
The board fails to meet minimum corporate governance standards.
Vote FOR individual nominees unless there are specific concerns about the individual, such as criminal wrongdoing or breach of fiduciary responsibilities.
Vote AGAINST individual directors if repeated absences at board meetings have not been explained (in countries where this information is disclosed).
|
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ISSUE SUBJECT TO VOTE
|
VOTING POLICY
|
|
Vote on a CASE-BY-CASE basis for contested elections of directors, e.g. the election of shareholder nominees or the dismissal of incumbent directors, determining which directors are best suited to add value for shareholders.
Vote FOR employee and/or labour representatives if they sit on either the audit or compensation committee and are required by law to be on those committees.
Vote AGAINST employee and/or labour representatives if they sit on either the audit or compensation committee, if they are not required to be on those committees.
Vote AGAINST the election of directors of all companies if the name of the nominee is not disclosed in a timely manner prior to the meeting.
Grace period: Vote FOR the election of directors at all Polish companies and non-index Turkish Companies in 2013 even if nominee names are not disclosed in a timely manner prior to the meeting. Beginning in 2014, vote AGAINST the election of directors at all Polish companies and non-index Turkish companies if nominee names are not disclosed in a timely manner prior to the meeting.
Under extraordinary circumstances, vote AGAINST individual directors, members of a committee, or the entire board, due to:
Material failures of governance, stewardship, risk oversight or fiduciary responsibilities at the company; or
Failure to replace management as appropriate; or
Egregious actions related to the director(s) service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company.
[Please see the classification of Directors in Appendix 1]
|
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ISSUE SUBJECT TO VOTE
|
VOTING POLICY
|
|
Contested Director
|
For contested elections of directors, e.g. the election of shareholder nominees or the dismissal of incumbent directors, PAM will vote on a CASE-BY-CASE basis, determining which directors are best suited to add value for shareholders.
The analysis will generally be based on, but not limited to, the following major decision factors:
Company performance relative to its peers;
Strategy of the incumbents versus the dissidents;
Independence of directors/nominees;
Experience and skills of board candidates;
Governance profile of the company;
Evidence of management entrenchment;
Responsiveness to shareholders;
Whether a takeover offer has been rebuffed;
Whether minority or majority representation is being sought.
When analyzing a contested election of directors, PAM will generally focus on two central questions: (1) Have the dissidents proved that board change is warranted? And (2) if so, are the dissident board nominees likely to effect positive change (i.e. maximize long-term shareholder value).
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ISSUE SUBJECT TO VOTE
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VOTING POLICY
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Discharge of Directors |
Generally vote FOR the discharge of directors, including members of the management board and/or supervisory board, unless there is reliable information about significant and compelling controversies as to whether the board is not fulfilling its fiduciary duties as evidenced by:
A lack of oversight or actions by board members which invoke shareholder distrust related to malfeasance or poor supervision, such as operating in private or company interest rather than in shareholder interest; or
Any legal proceedings, (either . civil or criminal) aiming to hold the board responsible for breach of trust in the past or related to currently alleged actions yet to be confirmed (and not only the fiscal year in question), such as price fixing, insider trading, bribery, fraud, and other illegal actions; or
Other egregious governance issues where shareholders will bring legal action against the company or its directors.
For markets which do not routinely request discharge resolutions (e.g. common law countries or markets where discharge is not mandatory), we may voice concern in other appropriate agenda items, such as approval of the annual accounts or other relevant resolutions, to enable us to express discontent with the board.
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Director, Officer, and
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Vote proposals seeking indemnification and liability protection for directors and officers on a CASE-BY-CASE basis.
Vote AGAINST proposals to indemnify external auditors.
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Board Structure |
Vote FOR proposals to fix board size.
Vote AGAINST the introduction of classified boards and mandatory retirement ages for directors.
Vote AGAINST proposals to alter board structure or size in the context of a fight for control of the company or the board.
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3. Capital Structure
ISSUE SUBJECT TO VOTE
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VOTING POLICY
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Share Issuance Requests |
General Issuances: Vote FOR issuance requests with pre-emptive rights to a maximum of 100 percent over currently issued capital.
Vote FOR issuance requests without pre-emptive rights to a maximum of 20 percent of currently issued capital.
Specific Issuances: Vote on a CASE-BY-CASE basis on all requests, with or without pre-emptive rights.
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Increases in Authorized
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Vote FOR non-specific proposals to increase authorized capital up to 100 percent over the current authorization unless the increase would leave the company with less than 30 percent of its new authorization outstanding.
Vote FOR specific proposals to increase authorized capital to any amount, unless:
The specific purpose of the increase (such as a share-based acquisition or merger) does not meet the ISS guidelines for the purpose being proposed; or
The increase would leave the company with less than 30 percent of its new authorization outstanding after adjusting for all proposed issuances.
Vote AGAINST proposals to adopt unlimited capital authorizations.
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Reduction of Capital |
Vote FOR proposals to reduce capital for routine accounting purposes unless the terms are unfavorable to shareholders.
Vote proposals to reduce capital in connection with corporate restructuring on a CASE-BY-CASE basis.
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Capital Structures |
Vote FOR resolutions that seek to maintain or convert to a one-share, one-vote capital structure.
Vote AGAINST requests for the creation or continuation of dual-class capital structures or the creation of new or additional super-voting shares.
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ISSUE SUBJECT TO VOTE
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VOTING POLICY
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Preferred Stock |
Vote FOR the creation of a new class of preferred stock or for issuances of preferred stock up to 50 percent of issued capital unless the terms of the preferred stock would adversely affect the rights of existing shareholders.
Vote FOR the creation/issuance of convertible preferred stock as long as the maximum number of common shares that could be issued upon conversion meets ISS guidelines on equity issuance requests.
Vote AGAINST the creation of a new class of preference shares that would carry superior voting rights to the common shares.
Vote AGAINST the creation of blank check preferred stock unless the board clearly states that the authorization will not be used to thwart a takeover bid.
Vote proposals to increase blank check preferred authorizations on a CASE-BY-CASE basis.
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Debt Issuance Requests |
Vote non-convertible debt issuance requests on a CASE-BY-CASE basis, with or without preemptive rights.
Vote FOR the creation/issuance of convertible debt instruments as long as the maximum number of common shares that could be issued upon conversion meets ISS guidelines on equity issuance requests.
Vote FOR proposals to restructure existing debt arrangements unless the terms of the restructuring would adversely affect the rights of shareholders.
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Pledging of Assets for
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Vote proposals to approve the pledging of assets for debt on a CASE-BY-CASE basis.
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Increase in Borrowing
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Vote proposals to approve increases in a companys borrowing powers on a CASE-BY-CASE basis.
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ISSUE SUBJECT TO VOTE
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VOTING POLICY
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Share Repurchase Plans |
Generally vote FOR market repurchase authorities (share repurchase programs) if the terms comply with the following criteria:
A repurchase limit of up to 10 percent of outstanding issued share capital (15 percent in UK/Ireland);
A holding limit of up to 10 percent of a companys issued share capital in treasury (on the shelf); and
A duration of no more than 5 years, or such lower threshold as may be set by applicable law, regulation or code of governance best practice.
Authorities to repurchase shares in excess of the 10 percent repurchase limit will be assessed on a case-by-case basis. We may support such share repurchase authorities under special circumstances, which are required to be publicly disclosed by the company, provided that, on balance, the proposal is in shareholders interests. In such cases, the authority must comply with the following criteria:
A holding limit of up to 10 percent of a companys issued share capital in treasury (on the shelf); and
A duration of no more than 18 months.
In markets where it is normal practice not to provide a repurchase limit, we will evaluate the proposal based on the companys historical practice. However, we expect companies to disclose such limits and, in the future, may vote against companies that fail to do so. In such cases, the authority must comply with the following criteria:
A holding limit of up to 10 percent of a companys issued share capital in treasury (on the shelf); and
A duration of no more than 18 months.
In addition, we will vote AGAINST any proposal where:
The repurchase can be used for takeover defences;
There is clear evidence of abuse;
There is no safeguard against selective buybacks; and/or
Pricing provisions and safeguards are deemed to be unreasonable in light of market practice.
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Re-issuance of
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Vote FOR requests to reissue any repurchased shares unless there is clear evidence of abuse of this authority in the past.
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Capitalization of Reserves for Bonus Issues/Increase in Par Value
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Vote FOR requests to capitalize reserves for b onus issues of shares or to increase par value. |
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4. Compensation
ISSUE SUBJECT TO VOTE
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VOTING POLICY
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Compensation Plans |
Vote compensation plans on a CASE-BY- CASE basis.
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Director Compensation |
Vote FOR proposals to award cash fees to non-executive directors unless the amounts are excessive relative to other companies in the country or industry.
Vote non-executive director compensation proposals that include both cash and share-based components on a CASE-BY-CASE basis.
Vote proposals that bundle compensation for both non-executive and executive directors into a single resolution on a CASE-BY-CASE basis.
Vote AGAINST proposals to introduce retirement benefits for non-executive directors.
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5. Other Items
ISSUE SUBJECT TO VOTE
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VOTING POLICY
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Reorganizations/
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Vote reorganizations and restructurings on a CASE-BY-CASE basis. |
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Mergers and
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Vote CASE-BY-CASE on mergers and acquisitions taking into account the following:
For every M&A analysis, we review publicly available information as of the date of the report and evaluate the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:
Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, we place emphasis on the offer premium, market reaction, and strategic rationale.
Market reaction - How has the market responded to the proposed deal? A negative market reaction will cause us to scrutinize a deal more closely.
Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions.
Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? We will consider whether any special interests may have influenced these directors and officers to support or recommend the merger.
Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance.
Vote AGAINST if the companies do not provide sufficient information upon request to make an informed voting decision.
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Mandatory Takeover Bid
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Vote proposals to waive mandatory takeover bid requirements on a CASE-BY-CASE basis.
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ISSUE SUBJECT TO VOTE
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VOTING POLICY
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Reincorporation Proposals
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Vote reincorporation proposals on a CASE-BY-CASE basis. |
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Expansion of Business Activities
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Vote FOR resolutions to expand business activities unless the new business takes the company into risky areas.
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Related-Party Transactions |
In evaluating resolutions that seek shareholder approval on related party transactions (RPTs), vote on a CASE-BY-CASE basis, considering factors including, but not limited to, the following:
The parties on either side of the transaction;
The nature of the asset to be transferred / service to be provided;
The pricing of the transaction (and any associated professional valuation);
The views of independent directors (where provided);
The views of an independent financial adviser (where appointed);
Whether any entities party to the transaction (including advisers) are conflicted; and
The stated rationale for the transaction, including discussions of timing.
If there is a transaction that is deemed to be problematic and that was not put to a shareholder vote, we may vote against the election of the director involved in the related-party transaction or the full board.
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Anti-takeover Mechanisms |
Generally vote AGAINST all anti-takeover proposals, unless they are structured in such a way that they give shareholders the ultimate decision on any proposal or offer.
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Shareholder Proposals |
Vote all shareholder proposals on a CASE-BY-CASE basis.
Vote FOR proposals that would improve the companys corporate governance or business profile at a reasonable cost.
Vote AGAINST proposals that limit the companys business activities or capabilities or result in significant costs being incurred with little or no benefit.
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Social / Environmental
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Issues covered under the policy include a wide range of topics, including consumer and product safety, environmental and energy, labour covered standards and human rights, workplace and board diversity, and corporate political issues. While a variety of factors goes into each analysis, the overall principle guiding all votes focuses on how the proposal may enhance or protect shareholder value in either the short term or long term.
Generally vote CASE-BY-CASE, taking into consideration whether implementation of the proposal is likely to enhance or protect shareholder value, and in addition the following will be considered:
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ISSUE SUBJECT TO VOTE
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VOTING POLICY
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If the issues presented in the proposal are more appropriately dealt with through legislation or government regulation.;
If the company has already responded in an appropriate and sufficient manner to the issue(s) raised in the proposal;
Whether the proposals request is unduly burdensome (scope, timeframe, or cost) or overly prescriptive;
The companys approach compared with any industry standard practices for addressing the issue(s) raised by the proposal;
If the proposal requests increased disclosure or greater transparency, whether or not reasonable and sufficient information is currently available to shareholders from the company or from other publicly available sources; and
If the proposal requests increased disclosure or greater transparency, whether or not implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage.
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6. Foreign Private Issuers listed on US Exchanges
Foreign Private Issuers (FPIs) are defined as companies whose business is administered outside the US, with more than 50% of assets located outside the US; a majority of whose directors / officers are not US citizens or residents; and a majority of whose outstanding voting shares are held by non-residents of the US.
Companies that are incorporated outside of the US and listed solely on US exchanges, where they qualify as FPIs, will be subject to the following policy.
Vote AGAINST (or WITHHOLD from) non-independent director nominees at companies which fail to meet the following criteria, a majority-independent board, and the presence of an audit, a compensation and a nomination committee, each of which is entirely composed of independent directors.
Where the design and disclosure levels of equity compensation plans are comparable to those seen at US companies, US compensation will be used to evaluate the compensation plan proposals. In all other cases, equity compensation plans will be evaluated according to the PAM Proxy Voting Policy.
All other voting items will be evaluated according to the PAM Proxy Voting Policy.
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APPENDIX I Classification of Directors
Executive Director
| Employee or executive of the company; |
| Any director who is classified as a non-executive, but receives salary, fees, bonus, and/or other benefits that are in line with the highest-paid executives of the company. Non-Independent Non-Executive Director (NED) |
| Any director who is attested by the board to be a non-independent NED; |
| Any director specifically designated as a representative of a significant shareholder of the company; |
| Any director who is also an employee or executive of a significant shareholder of the company; |
| Any director who is nominated by a dissenting significant shareholder, unless there is a clear lack of material [5] connection with the dissident, either currently or historically; |
| Beneficial owner (direct or indirect) of at least 10% of the companys stock, either in economic terms or in voting rights (this may be aggregated if voting power is distributed among more than one member of a defined group, e.g., family members who beneficially own less than 10% individually, but collectively own more than 10%), unless market best practice dictates a lower ownership and/or disclosure threshold (and in other special market-specific circumstances); |
| Government representative; |
| Currently provides (or a relative [1] provides) professional services [2] to the company, to an affiliate of the company, or to an individual officer of the company or of one of its affiliates in excess of $10,000 per year; |
| Represents customer, supplier, creditor, banker, or other entity with which company maintains transactional/commercial relationship (unless company discloses information to apply a materiality test [3] ); |
| Any director who has conflicting or cross-directorships with executive directors or the chairman of the company; |
| Relative [1] of a current employee of the company or its affiliates; |
| Relative [1] of a former executive of the company or its affiliates; |
| A new appointee elected other than by a formal process through the General Meeting (such as a contractual appointment by a substantial shareholder); |
| Founder/co-founder/member of founding family but not currently an employee; |
| Former executive (5 year cooling off period); |
| Years of service is generally not a determining factor unless it is recommended best practice in a market and/or in extreme circumstances, in which case it may be considered. [4] |
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| Any additional relationship or principle considered to compromise independence under local corporate best practice guidance. |
Independent NED
| No material [5] connection, either directly or indirectly, to the company (other than a board seat) or the dissenting significant shareholder. |
Employee Representative
| Represents employees or employee shareholders of the company (classified as employee representative but considered a non-independent NED |
Footnotes:
[1] Relative follows the definition of immediate family members which covers spouses, parents, children, stepparents, step-children, siblings, in-laws, and any person (other than a tenant or employee) sharing the household of any director, nominee for director, executive officer, or significant shareholder of the company.
[2] Professional services can be characterized as advisory in nature and generally include the following: investment banking/financial advisory services; commercial banking (beyond deposit services); investment services; insurance services; accounting/audit services; consulting services; marketing services; and legal services. The case of participation in a banking syndicate by a non-lead bank should be considered a transaction (and hence subject to the associated materiality test) rather than a professional relationship.
[3] A business relationship may be material if the transaction value (of all outstanding transactions) entered into between the company and the company or organization with which the director is associated is equivalent to either 1 per cent of the companys turnover or 1 per cent of the turnover of the company or organization with which the director is associated. OR, A business relationship may be material if the transaction value (of all outstanding financing operations) entered into between the company and the company or organization with which the director is associated is more than 10 per cent of the companys shareholder equity or the transaction value (of all outstanding financing operations) compared to the companys total assets is more than 5 per cent.
[4] For example, in continental Europe, directors with a tenure exceeding 12 years will be considered non-independent. In the United Kingdom and Ireland, directors with a tenure exceeding nine years will be considered non-independent, unless the company provides sufficient and clear justification that the director is independent despite his long tenure.
[5] For purposes of director independence classification, material will be defined as a standard of relationship financial, personal or otherwise that a reasonable person might conclude could potentially influence ones objectivity in the boardroom in a manner that would have a meaningful impact on an individuals ability to satisfy requisite fiduciary standards on behalf of shareholders.
Addendum to Pictet Asset Management Proxy Voting Policy Conflicts of Interest
Pictet Asset Management (Pictet AM) recognises that there may be occasions where either it, or one of its officers or employees, may have a conflict of interest in connection with the proxy voting process. This may exist for example, if Pictet AM has, or is soliciting a business
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relationship with the company in which we are due to exercise the proxy, or a member of staff has a personal or business relationship with the company concerned. However, Pictet AM generally votes proxies in accordance with the predetermined guidelines as set out in the above proxy voting policy, and the recommendation provided by ISS. As a result any conflicts are adequately managed.
On the rare occasions where we do not follow the recommendations provided by ISS in accordance with our proxy voting policy, we require written rationales for such decisions. We are then able to review such decisions in light of the potential conflicts of interest that can arise.
Pictet AM has robust procedures in place to identify, manage and monitor conflicts of interests that occur at both a Pictet AM and individual employee level, including records of outside interests and directorships.
Where a potential conflict is recognised in relation to a voting decision that does not follow the recommendations provided by ISS, that decision will be subject to scrutiny by appropriate members of the Pictet AM Executive Board and the Head of Compliance.
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River Road Asset Management, LLC
Proxy Voting Policies and Procedures
P ROXY V OTING
Policy
River Road exercises discretionary voting authority over proxies issued on securities held in client accounts unless the client has explicitly reserved voting authority. Our policy and practice includes the responsibility to receive and vote client proxies, mitigate any potential conflicts of interest, make information available to clients about the voting of proxies for their portfolio securities, and maintain required records. River Road, as a matter of policy and as a fiduciary to our clients, votes proxies for client securities consistent with the best economic interests of the clients. River Road engages a third-party voting agent, Glass Lewis & Co. (Glass Lewis), to help discharge its duties.
Background
Registered investment advisers that exercise voting authority with respect to client securities are required by Rule 206(4)-6 of the Advisers Act to do the following:
¡ | Adopt and implement written policies and procedures that are reasonably designed to ensure that client securities are voted in the best interests of clients, which must include how an adviser addresses material conflicts that may arise between an advisers interests and those of its clients; |
¡ | Disclose to clients how they may obtain information from the adviser with respect to the voting of proxies for their securities; and |
¡ | Describe to clients a summary of its proxy voting policies and procedures and, upon request, furnish a copy to its clients. |
Advisers also must maintain certain records relating to proxy voting activities (See Books and Records).
Responsibility
The Proxy Voting Policy Committee, the Proxy Voting Procedure Committee, and the Compliance Department are responsible for implementing and monitoring this policy.
Procedure
River Road has adopted the following procedures to implement and monitor the firms policy:
Proxy Committees :
River Road established two proxy committees to oversee proxy voting activities.
The Proxy Voting Policy Committee is responsible for establishing voting guidelines and reviewing special issues. The Committee consists at a minimum of the Chief Investment Officer, the Director of Research, the Chief Compliance Officer, and a Compliance Department proxy designee (Proxy Designee). The Committee meets annually to review Glass Lewis proxy voting guidelines. The Committee must determine and document where River Road disagrees with the agents guidelines, if at all, and determine necessary action, if any. The Committee is responsible for adopting the final voting
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guidelines. The minutes from the meeting will be distributed to the investment team (as necessary) for their reference as they make voting decisions throughout the year. Meetings may be called by any Committee member throughout the year, based on issues that arise.
The Proxy Voting Procedure Committee is responsible for operational and procedural aspects of the proxy voting process. The Committee consists at a minimum of the Chief Compliance Officer and the Proxy Designee. The Committee meets annually to review operational or procedural issues related to the proxy process. Meetings may be called by any Committee member throughout the year, based on issues that arise.
Voting Agent : Glass Lewis performs the following services:
¡ | provides analysis of proxy proposals, |
¡ | tracks and receives proxies for which River Road clients are entitled to vote, |
¡ | votes the proxies as directed by River Road, and |
¡ | compiles and provides client voting records. |
Voting Process :
The Proxy Designee coordinates the proxy voting process. The steps for reviewing and submitting votes are as follows:
¡ | The Proxy Designee reviews the Glass Lewis web-based system on at least a weekly basis for upcoming meetings. |
¡ | The Proxy Designee reconciles the number of ballots reflected by Glass Lewis to River Roads records and reports any discrepancies to Glass Lewis for follow up. River Road makes its best efforts to ensure that all shares are voted. However, issues with receiving ballots from client custodians may prevent voting for a particular account. River Road continues to follow up with Glass Lewis and the custodian where necessary until issues are resolved. |
¡ | If the policy recommendation and the management recommendation for all votes on a ballot are the same, the Proxy Designee will vote accordingly. |
¡ | If the policy recommendation and management recommendation are different for a particular vote, the Proxy Designee distributes Glass Lewis proxy paper for the upcoming meeting to the appropriate member of the investment team. The investment team member is responsible for reviewing the proxy paper and making the appropriate vote decision based on this policy and the Proxy Voting Policy meeting minutes. Where the investment team member decides to vote differently from the policy recommendation, they must document the investment rationale. The Proxy Designee then obtains prior approval from the Chief Compliance Officer, the Compliance Manager, or their designee before submitting the vote decision. |
Client Direction : River Roads policy is to vote all proxies the same way for each client. Clients are permitted to place reasonable restrictions on River Roads voting authority by providing their own voting guidelines. If clients provide River Road with their voting guidelines and River Road accepts them, River Road will instruct the voting agent to vote proxies pursuant to the client guidelines.
Conflicts of Interest : River Road has eliminated most conflicts of interest by using an independent third party (Glass Lewis) that votes pursuant to the guidelines adopted by the Proxy Voting Policy Committee or in accordance with River Roads direction after following this process. In cases where River Road believes there may be an actual or perceived conflict of interest, River Road requires additional steps that may include the following:
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¡ | documenting the potential conflict of interest, |
¡ | obtaining the prior approval of the Chief Investment Officer and CCO, |
¡ | obtaining Committee review or approval, |
¡ | deferring to the voting recommendation of a third party, |
¡ | voting pursuant to client direction (following disclosure of the conflict), |
¡ | abstaining from voting, |
¡ | voting reflectively (in the same proportion and manner as other shareholders), or |
¡ | taking such other action as necessary to protect the interests of clients. |
River Road will maintain a record of the voting resolution of any conflict of interest.
Securities Lending : Where clients have implemented securities lending programs, River Road will be unable to vote proxies for securities on loan unless it issues instructions to the client custodian to callback the securities prior to record date. River Road typically does not instruct custodians to callback securities.
Disclosure and Client Requests for Information : River Road discloses a summary of this policy and information on how clients may obtain a copy of this policy and records of how River Road voted securities for their accounts in Form ADV Part 2A. Employees that receive a client request for information regarding proxy votes or policies and procedures must forward such request to the Compliance Department where necessary. The Compliance Department is responsible for gathering the relevant information.
Testing : The Compliance Department typically performs a monthly review of reconciliations and proxy voting records to ensure the process is being followed.
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Silvercrest Asset Management Group LLC
Proxy Voting
Policies And Procedures
Silvercrest may be responsible for voting on shareholder proxies in connection with the securities held by its clients. Silvercrest will do so only in accordance with these policies and procedures, in the best interests of our clients, and/or as instructed by a specific client.
All capitalized terms used herein shall have the meaning set forth in the Firms Code of Conduct and Ethics, unless otherwise defined herein.
A. General.
In voting proxies, and determining whether to vote proxies, Silvercrest is guided by general fiduciary principles. The firms goal is to act prudently, and solely in the best interest of the beneficial owners of the accounts it manages. Silvercrest attempts to consider all aspects of its vote that could affect the value of the investment and will vote proxies in the manner that it believes will be consistent with efforts to maximize shareholder values. Silvercrest does not necessarily have an obligation to vote every proxy; for example, Silvercrest may forego voting proxies if the client account that held the position no longer holds the position at the time of the vote, or the cost of voting (such as in the case of a vote regarding a foreign issuer that requires being physically present to vote) outweighs the anticipated benefit to the clients account.
B. Voting Guidelines.
Silvercrest generally divides proxies into two categories in determining how to vote: management proposals and shareholder proposals. Attached as Exhibit A hereto are guidelines to be applied in determining how to vote in each case. These guidelines are not strict, and each Silvercrest vote will depend on the facts and circumstances of each proposal, on a case-by-case basis. Depending on the facts of a specific vote, Silvercrest may deviate from the guidelines entirely where it deems it necessary in the best interests of our clients, and/or as instructed by a specific client.
C. Conflicts of Interest.
The firms policies and procedures regarding conflicts of interest, including those contained in the firms Code of Conduct and Ethics, govern those conflicts that arise in the context of proxy voting. Because Silvercrests business does not include proprietary trading, investment banking or short selling, few conflicts are likely to arise in the context of proxy voting. However, where they do, the following procedures should be followed.
All conflicts of interest must be brought to the attention of the Chief Compliance Officer for resolution. The Chief Compliance Officer will work with appropriate Silvercrest personnel to determine whether a conflict of interest is material. A conflict of interest will be considered material to the extent that it is determined that such conflict has the potential to influence Silvercrests decision-making in voting the proxy. A conflict of interest shall be deemed material in the event that the issuer or a member of management of the issuer that is the subject of the proxy has a client relationship with Silvercrest. All other materiality determinations will be based on an assessment of the particular facts and circumstances. The Chief Compliance Officer shall maintain a written record of all materiality determinations.
If it is determined that a conflict of interest is not material, Silvercrest may vote proxies notwithstanding the existence of the conflict. If it is determined that a conflict of interest is material, the Chief
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Compliance Officer will work with appropriate Silvercrest personnel to agree upon a method to resolve such conflict of interest before voting proxies affected by the conflict of interest. Such methods may include:
disclosing the conflict to clients and obtaining their consent before voting;
suggesting to clients that they engage another party to vote the proxy on their behalf;
engaging a third party to recommend a vote with respect to the proxy based on application of the policies set forth herein; or
such other action as is deemed appropriate under the circumstances given the nature of the conflict.
D. ProxyEdge.
Silvercrest has contracted with Broadridge (formerly ADP) for the use of its ProxyEdge service, which is the automated solution for proxy voting, and retention of records related thereto.
Upon opening an account for a client, Silvercrest notifies the custodian(s) of the clients assets and instructs the custodian(s) to direct all proxy notices to Broadridge for Silvercrest. Silvercrest then accesses ProxyEdge to review and vote proxies through the system. A historic record of the firms votes is available through ProxyEdge.
E. Notice to Clients.
Silvercrest delivers to clients notice of its proxy voting procedures in a form and format attached hereto as Exhibit B. This notice is sent upon opening an account and clients are also notified annually that they may obtain a copy of the notice upon request.
Associated Persons are encouraged to contact the Chief Compliance Officer with any questions regarding the Firms Policies and Procedures Regarding Proxy Voting.
Exhibit A
Proxy Voting General Guidelines
Management Proposals
I. Vote in support of management on the following ballot items, which are fairly common management-sponsored initiatives:
Elections of directors who do not appear to have been remiss in the performance of their oversight responsibilities
Approval of auditors
Directors and auditors compensation
Directors liability and indemnification
Discharge of board members and auditors
Financial statements and allocation of income
Dividend payouts that are greater than or equal to country and industry standards
Authorization of share repurchase programs
General updating of or corrective amendments to charter
Change in Corporation Name
Elimination of cumulative voting
II. Vote in support of management on the following items, which have potentially substantial
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financial or best-interest impact:
Capitalization changes which eliminate other classes of stock and voting rights
Changes in capitalization authorization for stock splits, stock dividends, and other specifiedneeds
which are no more than 50% of the existing authorization for U.S. companies and no more than 100% of existing authorization for non-U.S. companies
Elimination of pre-emptive rights for share issuance of less than a given percentage (country specific - ranging from 5% to 20%) of the outstanding shares
Elimination of poison pill rights
Stock purchase plans with an exercise price of not less that 85% of fair market value
Stock option plans which are incentive based and not excessive
Other stock-based plans which are appropriately structured
Reductions in super-majority vote requirements
Adoption of anti- greenmail provisions
III. Vote against management (or do not vote in favor of management) on the following items, which have potentially substantial financial or best interest impact:
Capitalization changes that add blank check classes of stock or classes that dilute the voting interests of existing shareholders
Changes in capitalization authorization where management does not offer an appropriate rationaleor which are contrary to the best interest of existing shareholders
Anti-takeover and related provisions that serve to prevent the majority of shareholders fromexercising their rights or effectively deter appropriate tender offers and other offers
Amendments to by-laws which would require super-majority shareholder vote to pass or repealcertain provisions
Elimination of Shareholders Right to Call Special Meetings
Establishment of classified boards of directors
Reincorporation in a state which has more stringent anti-takeover and related provisions
Shareholder rights plans that allow the board of directors to block appropriate offers toshareholders or which trigger provisions preventing legitimate offers from proceeding
Excessive compensation
Change-in-control provisions in non-salary compensation plans, employment contracts, andseverance agreements which benefit management and would be costly to shareholders if triggered
Adjournment of Meeting to Solicit Additional Votes
Other business as properly comes before the meeting proposals which extend blank checkpowers to those acting as proxy
Shareholder Proposals
Traditionally, shareholder proposals have been used to encourage management and other shareholders to address socio-political issues. In accordance with ERISA, the investment manager holds that it is inappropriate to use plan assets to attempt to affect such issues. Thus, examine shareholder proposals primarily to determine their economic impact on shareholders.
I. Vote in support of shareholders on the following ballot items, which are fairly commonshareholder-sponsored initiatives:
Requirements that auditors attend the annual meeting of shareholders
Establishment of an annual election of the board of directors
Mandates requiring a majority of independent directors on the Board of Directors and the audit,nominating, and compensation committees
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Mandates that amendments to bylaws or charters have shareholder approval
Mandates that shareholder-rights plans be put to a vote or repealed
Establishment of confidential voting
Expansions to reporting of financial or compensation-related information, within reason
Repeals of various anti-takeover related provisions
Reduction or elimination of super-majority vote requirements
Repeals or prohibitions of greenmail provisions
Opting-out of business combination provisions
II. Vote against shareholders (or do not vote in favor of shareholders) on the following initiatives, which are fairly common shareholder-sponsored initiatives:
Limits to tenure of directors
Requirements that candidates for directorships own large amounts of stock before being eligible to be elected
Restoration of cumulative voting in the election of directors
Requirements that the company provide costly, duplicative, or redundant reports; or reports of a non-business nature
Restrictions related to social, political, or special interest issues which affect the ability of the company to do business or be competitive and which have significant financial or best-interest impact
Proposals which require inappropriate endorsements or corporate actions
Exhibit B
NOTICE TO CLIENTS CONCERNING SILVERCREST ASSET MANAGEMENTS
PROXY VOTING POLICIES AND PROCEDURES
In voting proxies, and determining whether to vote proxies, Silvercrest Asset Management Group LLC is guided by general fiduciary principles. The firms goal is to act prudently, and solely in the best interest of the beneficial owners of the accounts it manages. Silvercrest attempts to consider all aspects of its vote that could affect the value of the investment and will vote proxies in the manner that it believes will be consistent with efforts to maximize shareholder values.
Enclosed are the firms guidelines with respect to proxy voting determinations. These guidelines are not strict, and each Silvercrest vote will depend on the facts and circumstances of each proposal, on a caseby- case basis. Depending on the facts of a specific vote, Silvercrest may deviate from the guidelines entirely where it deems it necessary in the best interests of our clients, and/or as instructed by a specific client.
After careful review and consideration, Silvercrest Asset Management Group has contracted with Broadridge (formerly ADP) for use of its ProxyEdge service for proxy data collection, vote submission and record storage.
Should you have any questions or concerns about any of this information, please feel free to contact me at kcampione@silvercrestgroup.com or by phone at (212) 649-0672.
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TAMRO CAPITAL PARTNERS, LLC
PROXY VOTING
POLICIES AND PROCEDURES
Policy
TAMRO, as a matter of policy and as a fiduciary to clients, has responsibility for voting proxies for portfolio securities consistent with the best economic interests of clients. The Company maintains written policies and procedures as to the handling, research, voting and reporting of proxy voting and makes appropriate disclosures about the Companys proxy policies and practices. Company policy and practice includes the responsibility to monitor corporate actions, receive and vote client proxies and disclose any potential conflicts of interest as well as make information available to clients about the voting of proxies for their portfolio securities and maintaining relevant and required records.
Unless voting authority has been explicitly reserved by the governing documents for the client or another party, TAMRO will exercise discretionary voting authority over proxies issued on securities held in client accounts. It is TAMRO policy to vote with a focus on the basis of the investment implications of each issue and in a manner that the Company believes is in the best interest of its clients.
Where possible, it is TAMRO policy to take action on behalf of clients with regard to portfolio holdings which are subject to mandatory corporate actions (of a non-proxy nature) so long as the Company is in a position to: (1) have reason to know that the client portfolio holds such a security for which there is a corporation action; and (2) have receipt of notice of corporate action from the client custodian who maintains custody of such security on behalf of the client. Common corporate actions include tender offers, spin-offs, mergers/de-mergers, and name changes.
Background
Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are exercised properly and in a timely fashion. Investment advisers registered with the SEC, and who exercise voting authority with respect to client securities, are required by Rule 206(4)-6 of the Advisers Act to: (1) adopt and implement written policies and procedures that are reasonably designed to ensure that client securities are voted in the best interests of clients, which must include how an adviser addresses material conflicts that may arise between an advisers interests and those of its clients; (2) disclose to clients how they may obtain information from the adviser with respect to the voting of proxies for their securities; (3) describe to clients a summary of its proxy voting policies and procedures and, upon request, furnish a copy to its clients; and (4) maintain certain records relating to the advisers proxy voting activities when the adviser does have proxy voting authority.
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Responsibility
It is the designated proxy voting specialists responsibility to review all proxies and the proxy voting service providers recommendations on how to vote each proxy. The person designated as the proxy voting specialist changes periodically and proxy voting specialist is not part of their formal job title, though it is part of their formal employment responsibilities. Please see the CCO to determine who this employee is at any given point in time. The proxy voting specialist brings proxy votes to the attention of the Investment Team for discussion when warranted. The Investment Team and its designated proxy service provider have the responsibility for the implementation and monitoring of the Companys proxy voting policy, practices, disclosures and record keeping. The Investment Team considers the recommendations of the proxy service provider, but may override such recommendations as deemed appropriate. A Portfolio Manager is responsible for all override approvals.
It is the responsibility of client custodians to notify the Company of pending corporate actions which impact securities held in client portfolios managed by TAMRO.
Procedures / Internal Controls
TAMRO has adopted procedures to implement, monitor, and amend as necessary the Companys corporate action and proxy policies, as summarized below.
Role of Investment Team
It is the responsibility of the Investment Team to oversee the proxy process. At least annually, the Investment Team is responsible for approving or amending the guidelines it has established, reviewing the performance of the proxy service provider, and addressing any procedural issues that may arise in proxy voting processes. Meetings may be called by any Investment Team member throughout the year, based on issues that arise.
Proxy Voting
The proxy service provider offers analysis of proxy proposals, tracks and receives proxies for which TAMRO clients are entitled to vote, recommends proxy votes pursuant to agreed upon guidelines and compiles and provides voting records for the Company.
The steps for reviewing and submitting votes are as follows:
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The proxy voting specialist reviews the proxy system on a weekly basis |
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The proxy voting specialist reviews the voting agendas, determines if there are any issues to report to the Investment Team |
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Typically, where there is a discrepancy between company management and the proxy vendors recommendation, the proxy voting specialist will first bring the issue to the attention of the analyst covering the stock, then bring up the issue at an investment meeting for discussion and a final decision by a Portfolio Manager. |
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The proxy voting specialist documents evidence of Investment Team review of any issues, and maintains the copies in a proxy file. |
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Once a week the Operations Department submits a file of current clients and their holdings to the proxy provider. Only clients that have delegated voting to TAMRO are included in this feed. |
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Monthly, TAMRO and proxy service provider carry out a reconciliation of the full account list. |
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If the Investment Team chooses to override the proxy service providers recommendations, a Portfolio Manager will approve the override. This approval will typically be documented in Investment Meeting notes; however, other documentation may occasionally be more appropriate. Documentation of a Portfolio Manager override approval is maintained by the proxy voting specialist. |
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The CCO, or designee, will review on a periodic basis the proxy files to ensure there is evidence of review. |
Under certain circumstances, TAMRO may choose not to vote proxies. Where clients have implemented securities lending programs, TAMRO will be unable to vote proxies on behalf of securities unless it issues instructions to the client custodian to retrieve the securities prior to record date. TAMRO may choose to refrain from calling back such securities when the voting of the proxy is not deemed to be material or the benefits of voting do not outweigh the cost of terminating the particular lending arrangement.
Voting Guidelines
In the absence of specific voting guidelines from the client, TAMRO will vote proxies in the best interests of each particular client. The Companys policy is to vote all proxies from a specific issuer the same way for each client absent qualifying restrictions from a client. Clients are permitted to place reasonable restrictions on the Companys voting authority in the same manner that they may place such restrictions on the actual selection of account securities.
Conflicts of Interest
There may be instances where the Company or its access persons are subject to conflicts of interest in the voting of proxies. Conflicts of interest may exist, for example, due to personal or familial relationships of personnel or when TAMRO has a business relationship with, or is soliciting business from, the issuing company (or an employee group of a company), or a third party that is a proponent of a particular outcome on a proxy issue. The Investment Team is responsible to assess all aspects of the relationship between TAMRO and the issuing company in order to identify any possible or real conflicts of interest. Issues raising possible conflicts of interest are discussed by the Investment Team prior to the point of vote casting. With respect to personal conflicts of interest, the TAMRO Code of Ethics requires all employees to avoid placing themselves in a position where their interests may conflict with those of clients and restricts their ability to engage in certain outside business activities. Investment Team members with a personal conflict of interest regarding a particular proxy vote must recuse themselves from the proxy voting process with respect to the proxy in question. TAMRO requires documentation regarding potential conflicts of interest. In cases where it believes there may be an actual or perceived conflict of interest, the Company requires additional steps that may include obtaining the prior approval of the CCO, obtaining Investment Team review or approval, deferring to the
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voting recommendation of a third party, voting pursuant to client direction (following disclosure of the conflict), abstaining from voting, voting reflectively (in the same proportion and manner as other shareholders) or taking such other action as necessary to protect the interests of clients. In all such cases, proxy records will fully reflect such conflicts and their resolution, and include evidence of approvals as necessary.
Recordkeeping
TAMRO and the service provider shall retain the following proxy records in accordance with SEC retention requirements:
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These policies and procedures and any amendments. |
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A record of each vote that TAMRO casts. |
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Any document TAMRO created that was material to making a decision how to vote proxies, or that memorializes that decision. |
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A copy of each written request from a client for information on how TAMRO voted such clients proxies, and a copy of any written response. |
Disclosure
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TAMRO will provide information in its Form ADV Part 2A summarizing proxy voting policy and procedures, including a statement that clients may request information regarding how the Company voted proxies, and that clients may request a copy of these policies and procedures. Form ADV Part 2 A and B are provided at the time of contract execution and Part A is at least offered annually thereafter with a summary of material changes. |
Other Corporate Actions
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At the time of a new client relationship, TAMRO shall direct the clients custodian to add the Company to the mailing/notification list should a corporate action notice come to the attention of the custodian for a holding in the clients TAMRO portfolio. Copies of corporate action notices should be sent to the attention of the Portfolio Administrator. |
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The Operations Team shall act upon all such corporate action notices upon receipt, and where possible, as in the case of a non-mandatory corporate action, in a manner that is deemed to be in the clients best interests. |
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All copies of approved, non-mandatory corporate action records are maintained in the designated centralized client files maintained by the COO. Typically, TAMRO does not have any such approval records as the corporate actions we process are generally mandatory. |
Client Requests for Information
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All client requests for information regarding proxy votes, or policies and procedures, received by any employee should be forwarded to the CCO. |
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In response to any request regarding proxy voting record, the Operations/Client Service Team or its designated service provider will send a voting history report to the client with the information requested, and as applicable will include the name of the issuer, the proposal voted upon, and the manner in which TAMRO voted the clients proxy with respect to each proposal about which the client inquired. |
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TAPLIN, CANIDA & HABACHT, INC.
PROXY VOTING
POLICIES AND PROCEDURES
Policy
TCH, as a matter of policy and practice, has no authority to vote proxies on behalf of advisory clients. The Adviser may offer assistance as to proxy matters upon a clients request, but the client in all cases has either retained the proxy voting responsibility or designated the responsibility to the custodian or other third party. Upon client request, TCH would consider accepting such responsibility. Consequently, TCH would amend current disclosures and adopt appropriate policies.
TCHs policy of having no proxy voting responsibility is disclosed to clients in the ADV. TCH has also adopted the policy to include disclosure in all future contracts that the Adviser does not vote proxies.
The vast majority of ERISA accounts to which TCH acts as investment advisor are fixed-income accounts, which do not participate in proxy voting.
Background
Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are property and timely exercised.
Investment advisers registered with the SEC, and which exercise voting authority with respect to client securities, are required by Rule 206(4)-6 of the Investment Advisers Act to (a) adopt and implement written policies and procedures that are reasonably designed to ensure that client securities are voted in the best interests of clients, which must include how your address material conflicts that may arise between your interests and those of your clients (b) to disclose to clients how they may obtain information from you with respect to the voting of proxies for their securities; and (c) to describe to clients a summary of your proxy voting policies and procedures and, upon request, furnish a copy to your clients.
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PART C: OTHER INFORMATION
ITEM 28. EXHIBITS
(a) (1) | Trust Instrument dated September 10, 1993 is incorporated herein by reference to Post-Effective Amendment No. 8 to the Registration Statement as filed on April 16, 1996. |
(2) | State of Delaware Certificate of Amendment to Certificate of Trust dated February 25, 1998 is incorporated herein by reference to Exhibit (a)(2) to Post-Effective Amendment No. 33 to the Registration Statement as filed on September 21, 2001. |
(3) | State of Delaware Certificate of Amendment to Certificate of Trust dated September 10, 2001 is incorporated herein by reference to Exhibit (a)(3) to Post-Effective Amendment No. 33 to the Registration Statement as filed on September 21, 2001. |
(4) | State of Delaware Certificate of Amendment to Certificate of Trust dated November 29, 2006 is incorporated herein by reference to Exhibit (a)(4) to Post-Effective Amendment No. 74 to the Registration Statement as filed on November 30, 2006. |
(b) (1) | Amended and Restated By-Laws dated July 8, 2010 are incorporated herein by reference to Exhibit (b)(4) to Post-Effective Amendment No. 116 to the Registration Statement as filed on October 20, 2010. |
(c) | Not applicable. |
(d) (1) | Investment Advisory Agreement dated May 30, 2014 between Aston Funds and Aston Asset Management, LLC is incorporated herein by reference to Exhibit (d)(1) to Post-Effective Amendment No. 159 to the Registration Statement as filed on December 19, 2014. |
(2) | Revised Schedules A and B to the Investment Advisory Agreement between Aston Funds and Aston Asset Management, LLC are filed herewith. |
(3) | Sub-Investment Advisory Agreement dated May 30, 2014 between Aston Asset Management, LLC and Montag & Caldwell, LLC, is filed herewith. |
(4) | Sub-Investment Advisory Agreement dated June 30, 2014 between Aston Asset Management, LLC and River Road Asset Management, LLC with respect to ASTON/River Road Dividend All Cap Value Fund, ASTON/River Road Small Cap Value Fund, ASTON/River Road Select Value Fund and ASTON/River Road Long-Short Fund is filed herewith. |
(5) | Sub-Investment Advisory Agreement dated June 30, 2014 between Aston Asset Management, LLC and River Road Asset Management, LLC with respect to ASTON/River Road Dividend All Cap Value Fund II is filed herewith. |
(6) | Sub-Investment Advisory Agreement dated June 30, 2014 between Aston Asset Management LLC and River Road Asset Management, LLC with respect to ASTON/River Road Independent Value Fund is filed herewith. |
(7) | Sub-Investment Advisory Agreement dated May 30, 2014 between Aston Asset Management, LLC and Taplin, Canida, and Habacht, LLC is filed herewith. |
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(8) | Sub-Investment Advisory Agreement dated May 30, 2014 between Aston Asset Management, LLC and Baring International Investment Limited is filed herewith. |
(9) | Sub-Investment Advisory Agreement dated May 30, 2014 between Aston Asset Management, LLC and Lake Partners, Inc. is filed herewith. |
(10) | Sub-Investment Advisory Agreement dated May 30, 2014 between Aston Asset Management, LLC and Herndon Capital Management, LLC is filed herewith. |
(11) | Sub-Investment Advisory Agreement dated May 30, 2014 between Aston Asset Management, LLC and DoubleLine Capital LP is filed herewith. |
(12) | Advisory and Sub-Advisory Fee Waiver Agreement dated March 21, 2013 by and among Aston Asset Management LLC, Aston Funds and DoubleLine Capital LP is filed herewith. |
(13) | Sub-Investment Advisory Agreement dated May 30, 2014 between Aston Asset Management, LLC and Silvercrest Asset Management Group LLC is filed herewith. |
(14) | Sub-Investment Advisory Agreement dated May 30, 2014 between Aston Asset Management, LLC and Cornerstone Investment Partners, LLC is filed herewith. |
(15) | Sub-Investment Advisory Agreement dated May 30, 2014 between Aston Asset Management, LLC and Harrison Street Securities, LLC is filed herewith. |
(16) | Sub-Investment Advisory Agreement dated May 30, 2014 between Aston Asset Management, LLC and Lee Munder Capital Group, LLC is filed herewith. |
(17) | Sub-Investment Advisory Agreement dated May 30, 2014 between Aston Asset Management, LLC and Anchor Capital Advisors LLC is filed herewith. |
(18) | Sub-Investment Advisory Agreement dated May 30, 2014 between Aston Asset Management LLC and Pictet Asset Management Limited is filed herewith. |
(19) | Sub-Investment Advisory Agreement dated May 30, 2014 between Aston Asset Management LLC and Guardian Capital LP is filed herewith. |
(20) | Sub-Investment Advisory Agreement dated May 30, 2014 between Aston Asset Management, LLC and Fairpointe Capital LLC is incorporated herein by reference to Exhibit (d)(21) to Post-Effective Amendment No. 159 to the Registration Statement as filed on December 19, 2014. |
(21) | Revised Schedules A and B to the Sub-Investment Advisory Agreement between Aston Asset Management, LLC and Fairpointe Capital LLC are filed herewith. |
(22) | Sub-Investment Advisory Agreement dated May 30, 2014 between Aston Asset Management, LLC and TAMRO Capital Partners, LLC is incorporated herein by reference to Exhibit (d)(23) to Post-Effective Amendment No. 159 to the Registration Statement as filed on December 19, 2014. |
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(23) | Revised Schedules A and B to the Sub-Investment Advisory Agreement between Aston Asset Management, LLC and TAMRO Capital Partners, LLC are filed herewith. |
(e) (1) | Distribution Agreement between ABN AMRO Funds (currently known as Aston Funds) and ABN AMRO Distribution Services (USA), Inc. is incorporated herein by reference to Exhibit (e)(1) to Post-Effective Amendment No. 36 to the Registration Statement as filed on December 28, 2001. |
(2) | Amended Schedule A to the Distribution Agreement between ABN AMRO Funds (currently known as Aston Funds) and ABN AMRO Distribution Services (USA), Inc. is incorporated herein by reference to Exhibit (e)(2) to Post-Effective Amendment No. 36 to the Registration Statement as filed on December 28, 2001. |
(3) | Amendment No. 1 to Distribution Services Agreement is incorporated herein by reference to Exhibit (e)(3) to Post-Effective Amendment No. 47 to the Registration Statement as filed on February 28, 2003. |
(4) | Amendment No. 2 to Distribution Services Agreement is incorporated herein by reference to Exhibit (e)(4) to Post-Effective Amendment No. 47 to the Registration Statement as filed on February 28, 2003. |
(5) | Amendment No. 3 to Distribution Services Agreement is incorporated herein by reference to Exhibit (e)(5) to Post-Effective Amendment No. 47 to the Registration Statement as filed on February 28, 2003. |
(6) | Distribution Agreement between Aston Funds and BNY Mellon Distributors, Inc. (currently known as Foreside Funds Distributors, LLC) is incorporated herein by reference to Exhibit (e)(7) to Post-Effective Amendment No. 111 to the Registration Statement as filed on August 6, 2010. |
(7) | Distribution Agreement between Aston Funds and Foreside Funds Distributors, LLC is incorporated herein by reference to Exhibit (e)(7) to Post-Effective Amendment No. 144 to the Registration Statement as filed on December 28, 2012. |
(8) | Revised Schedule A to the Distribution Agreement is filed herewith. |
(9) | Form of Selling/Services Agreement for Aston Funds is incorporated herein by reference to Exhibit (e)(8) to Post-Effective Amendment No. 108 to the Registration Statement as filed on February 26, 2010. |
(10) | ABN AMRO Assignment Agreement is incorporated herein by reference to Exhibit (e)(9) to Post-Effective Amendment No. 74 to the Registration Statement as filed on November 30, 2006. |
(11) | Mutual Fund Service Agent Agreement for Wrap Processing is incorporated herein by reference to Exhibit (e)(13) to Post-Effective Amendment No. 84 to the Registration Statement as filed on July 31, 2007. |
(f) | Not applicable. |
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(g) (1) | Custodian Services Agreement dated May 5, 2003 by and between PFPC Trust Company and ABN AMRO Funds (currently known as Aston Funds) is incorporated herein by reference to Exhibit (g)(9) to Post-Effective Amendment No. 49 as filed on June 30, 2003. |
(2) | Amendment to the Custodian Services Agreement is incorporated herein by reference to Exhibit (g)(2) to Post-Effective Amendment No. 58 to the Registration Statement as filed on June 23, 2005. |
(3) | Russian Addendum to the Custodian Services Agreement for Aston/Barings International Fund is incorporated herein by reference to Exhibit (g)(4) to Post-Effective Amendment No. 102 to the Registration Statement as filed on February 27, 2009. |
(4) | Amendment to the Custodian Services Agreement dated December 18, 2009 is incorporated herein by reference to Exhibit (g)(6) to Post-Effective Amendment No. 108 to the Registration Statement as filed on February 26, 2010. |
(5) | Letter Agreement between Aston Funds and The Bank of New York Mellon appointing The Bank of New York Mellon as Foreign Custody Manager is incorporated herein by reference to Exhibit (g)(7) to Post-Effective Amendment No. 139 to the Registration Statement as filed on February 29, 2012. |
(6) | Amended and Restated Exhibit A to the Letter Agreement between Aston Funds and The Bank of New York Mellon appointing The Bank of New York Mellon as Foreign Custody Manager is filed herewith. |
(7) | Amendment to Custodian Services Agreement dated July 1, 2012 is incorporated herein by reference to Exhibit (g)(7) to Post-Effective Amendment No. 144 to the Registration Statement as filed on December 28, 2012. |
(8) | Amendment to Custodian Services Agreement dated December 19, 2014 is filed herewith. |
(9) | Amended and Restated Exhibit A to the Custodian Services Agreement is filed herewith. |
(h) (1) | Transfer Agency Services Agreement between Alleghany Funds (currently known as Aston Funds) and PFPC Inc. (currently known as BNY Mellon Investment Servicing (US) Inc.), dated April 1, 2000, is incorporated herein by reference to Exhibit (h)(1) to Post-Effective Amendment No. 22 to the Registration Statement as filed on June 30, 2000. |
(2) | Amendment No. 1 to the Transfer Agency Services Agreement is incorporated herein by reference to Exhibit (h)(2) to Post-Effective Amendment No. 22 to the Registration Statement as filed on June 30, 2000. |
(3) | Amendment No. 2 to the Transfer Agency Services Agreement is incorporated herein by reference to Post-Effective Amendment No. 26 to the Registration Statement as filed on March 1, 2001. |
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(4) | Amendment No. 3 to the Transfer Agency Services Agreement is incorporated herein by reference to Exhibit (h)(4) to Post-Effective Amendment No. 51 to the Registration Statement as filed on February 27, 2004. |
(5) | Amendment No. 4 to the Transfer Agency Services Agreement is incorporated herein by reference to Exhibit (h)(5) to Post-Effective Amendment No. 51 to the Registration Statement as filed on February 27, 2004. |
(6) | Amendment No. 5 to the Transfer Agency Services Agreement is incorporated herein by reference to Exhibit (h)(6) to Post-Effective Amendment No. 51 to the Registration Statement as filed on February 27, 2004. |
(7) | Amendment No. 6 to the Transfer Agency Services Agreement is incorporated herein by reference to Exhibit (h)(7) to Post-Effective Amendment No. 51 to the Registration Statement as filed on February 27, 2004. |
(8) | Compliance Support Services Amendment to Transfer Agency Services Agreement is incorporated herein by reference as Exhibit (h)(9) to Post-Effective Amendment No. 55 to the Registration Statement as filed on December 29, 2004. |
(9) | Anti-Money Laundering and Privacy Amendment to the Transfer Agency Services Agreement is incorporated herein by reference to Exhibit (h)(9) to Post-Effective Amendment No. 56 to the Registration Statement as filed on February 25, 2005. |
(10) | Customer Identification Services Amendment to Transfer Agency Services Agreement is incorporated herein by reference to Exhibit (h)(10) to Post-Effective Amendment No. 56 to the Registration Statement as filed on February 25, 2005. |
(11) | Amendment to the Transfer Agency Services Agreement is incorporated herein by reference to Exhibit (h)(12) to Post-Effective Amendment No. 58 to the Registration Statement as filed on June 23, 2005. |
(12) | Section 312 Foreign Financial Institution Amendment to the Transfer Agency Services Agreement is incorporated herein by reference to Exhibit (h)(15) to Post-Effective Amendment No. 76 to the Registration Statement as filed on December 22, 2006. |
(13) | Amendment to Transfer Agency Services Agreement Regarding Red Flag Services is incorporated herein by reference to Exhibit (h)(15) to Post-Effective Amendment No. 106 to the Registration Statement as filed on December 30, 2009. |
(14) | Amendment to the Transfer Agency Services Agreement dated December 18, 2009 is incorporated herein by reference to Exhibit (h)(14) to Post-Effective Amendment No. 108 to the Registration Statement as filed on February 26, 2010. |
(15) | Amendment to Transfer Agency Services Agreement dated July 1, 2012 is incorporated herein by reference to Exhibit (h)(16) to Post-Effective Amendment No. 144 to the Registration Statement as filed on December 28, 2012. |
(16) | Amendment to Transfer Agency Services Agreement including Amended Exhibit A and Amended Exhibit B are filed herewith. |
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(17) | Administration Agreement between Alleghany Funds (currently known as Aston Funds) and Alleghany Investment Services, Inc. dated June 17, 1999, is incorporated herein by reference to Exhibit (h) to Post-Effective Amendment No. 17 to the Registration Statement as filed on June 28, 1999. |
(18) | Amendment No. 1 to the Administration Agreement is incorporated herein by reference to Exhibit (h)(3) to Post-Effective Amendment No. 22 to the Registration Statement as filed on June 30, 2000. |
(19) | Amendment No. 2 to the Administration Agreement is incorporated herein by reference to Exhibit (h) to Post-Effective Amendment No. 24 to the Registration Statement as filed on December 29, 2000. |
(20) | Amendment No. 3 to the Administration Agreement is incorporated herein by reference to Exhibit (h)(9) to Post-Effective Amendment No. 36 to the Registration Statement as filed on December 28, 2001. |
(21) | Amendment No. 4 to the Administration Agreement is incorporated herein by reference to Exhibit (h)(10) to Post-Effective Amendment No. 36 to the Registration Statement as filed on December 28, 2001. |
(22) | Amendment No. 5 to the Administration Agreement is incorporated herein by reference to Exhibit (h)(13) to Post-Effective Amendment No. 47 to the Registration Statement as filed on February 28, 2003. |
(23) | Amendment No. 6 to the Administration Agreement is incorporated herein by reference to Exhibit (h)(14) to Post-Effective Amendment No. 47 to the Registration Statement as filed on February 28, 2003. |
(24) | Amendment No. 7 to the Administration Agreement is incorporated herein by reference to Exhibit (h)(15) to Post-Effective Amendment No. 47 to the Registration Statement as filed on February 28, 2003. |
(25) | Amendment No. 8 to the Administration Agreement is incorporated herein by reference to Exhibit (h)(19) to Post-Effective Amendment No. 50 to the Registration Statement as filed on December 30, 2003. |
(26) | Amendment No. 9 to the Administration Agreement is incorporated herein by reference to Exhibit (h)(20) to Post-Effective Amendment No. 51 to the Registration Statement as filed on February 27, 2004. |
(27) | Amendment No. 10 to the Administration Agreement is incorporated herein by reference to Exhibit (h)(24) to Post-Effective Amendment No. 58 to the Registration Statement as filed on June 23, 2005. |
(28) | Amendment No. 11 to the Administration Agreement is incorporated herein by reference to Exhibit (h)(28) to Post-Effective Amendment No. 144 to the Registration Statement as filed on December 28, 2012. |
(29) | Revised Schedule C to the Administration Agreement is filed herewith. |
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(30) | Sub-Administration and Accounting Services Agreement between Alleghany Investment Services Inc. and PFPC Inc. (currently known as BNY Mellon Investment Servicing (US) Inc.), dated April 1, 2000, is incorporated herein by reference to Exhibit (h)(4) to Post-Effective Amendment No. 22 to the Registration Statement as filed on June 30, 2000. |
(31) | Amendment No. 1 to the Sub-Administration and Accounting Services Agreement is incorporated herein by reference to Exhibit (h)(5) to Post-Effective Amendment No. 22 to the Registration Statement as filed on June 30, 2000. |
(32) | Amendment No. 2 to the Sub-Administration and Accounting Services Agreement is incorporated herein by reference to Post-Effective Amendment No. 26 to the Registration Statement as filed on March 1, 2001. |
(33) | Amendment No. 3 to the Sub-Administration and Accounting Services Agreement is incorporated herein by reference to Exhibit (h)(24) to Post-Effective Amendment No. 56 to the Registration Statement as filed on February 25, 2005. |
(34) | Amendment No. 4 to the Sub-Administration and Accounting Services Agreement is incorporated herein by reference to Exhibit (h)(25) to Post-Effective Amendment No. 56 to the Registration Statement as filed on February 25, 2005. |
(35) | Amendment No. 5 to the Sub-Administration and Accounting Services Agreement is incorporated herein by reference to Exhibit (h)(26) to Post-Effective Amendment No. 56 to the Registration Statement as filed on February 25, 2005. |
(36) | Amendment No. 6 to the Sub-Administration and Accounting Services Agreement is incorporated herein by reference to Exhibit (h)(27) to Post-Effective Amendment No. 56 to the Registration Statement as filed on February 25, 2005. |
(37) | Amendment to Sub-Administration and Accounting Services Agreement is incorporated herein by reference to Exhibit (h)(29) to Post-Effective Amendment No. 56 to the Registration Statement as filed on February 25, 2005. |
(38) | Amendment to the Sub-Administration and Accounting Services Agreement is incorporated herein by reference to Exhibit (h)(35) to Post-Effective Amendment No. 58 to the Registration Statement as filed on June 23, 2005 |
(39) | Revised Schedule B to the Sub-Administration and Accounting Services Agreement is incorporated herein by reference to Exhibit (h)(36) to Post-Effective Amendment No. 97 to the Registration Statement as filed on February 28, 2008. |
(40) | Amendment to the Sub-Administration and Accounting Services Agreement is incorporated herein by reference to Exhibit (h)(35) to Post-Effective Amendment No. 102 to the Registration Statement as filed on February 27, 2009. |
(41) | Amendment to the Sub-Administration and Accounting Services Agreement is incorporated herein by reference to Exhibit (h)(36) to Post-Effective Amendment No. 104 to the Registration Statement as filed on October 5, 2009. |
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(42) | Amendment to the Sub-Administration and Accounting Services Agreement is incorporated herein by reference to Exhibit (h)(41) to Post-Effective Amendment No. 108 to the Registration Statement as filed on February 26, 2010. |
(43) | Amendment to the Sub-Administration and Accounting Services Agreement dated July 1, 2012 is incorporated herein by reference to Exhibit (h)(44) to Post-Effective Amendment No. 144 to the Registration Statement as filed on December 28, 2012. |
(44) | Amendment to the Sub-Administration and Accounting Services Agreement dated June 1, 2013 is incorporated herein by reference to Exhibit (h)(45) to Post-Effective Amendment No. 151 to the Registration Statement as filed on February 28, 2014. |
(45) | Amended and Restated Exhibit A to the Sub-Administration and Accounting Services Agreement is filed herewith. |
(46) | Expense Reimbursement Agreement dated as of May 30, 2014 by and between Aston Funds and Aston Asset Management, LLC is incorporated herein by reference to Exhibit (h)(46) to Post-Effective Amendment No. 159 to the Registration Statement as filed on December 19, 2014. |
(47) | Amended and Restated Schedule A to the Expense Reimbursement Agreement is filed herewith. |
(i) | Opinion of Vedder Price P.C. to be filed by amendment. |
(j) | Consent of Independent Registered Public Accounting Firm is to be filed by amendment. |
(k) | Not applicable. |
(l) | Not applicable. |
(m) (1) | Distribution and Services Plan pursuant to Rule 12b-1 is incorporated herein by reference to Exhibit (m)(1) to Post-Effective Amendment No. 33 to the Registration Statement as filed on September 21, 2001. |
(2) | Amended Schedule A to Distribution and Services Plan pursuant to Rule 12b-1 is incorporated herein by reference to Exhibit (m)(2) to Post-Effective Amendment No. 36 to the Registration Statement as filed on December 28, 2001. |
(3) | Distribution and Services Plan dated June 21, 2001, and amended December 20, 2001 and March 21, 2002, pursuant to Rule 12b-1 is incorporated herein by reference to Exhibit (m)(3) to Post-Effective Amendment No. 43 to the Registration Statement as filed on July 3, 2002. |
(4) | Distribution and Services Plan dated June 20, 2002, pursuant to Rule 12b-1 is incorporated herein by reference to Exhibit (m)(4) to Post-Effective Amendment No. 43 to the Registration Statement as filed on July 3, 2002. |
(5) | Revised Schedule A to Distribution and Services Plan pursuant to Rule 12b-1 is filed herewith. |
8
(6) | Amended and Restated Distribution and Services Plan pursuant to Rule 12b-1 is incorporated herein by reference to Exhibit (m)(2) to Post-Effective Amendment No. 33 to the Registration Statement as filed on September 21, 2001. |
(7) | Amended and Restated Distribution and Services Plan pursuant to Rule 12b-1 is incorporated herein by reference to Exhibit (m)(10) to Post-Effective Amendment No. 45 to the Registration Statement as filed on October 28, 2002. |
(8) | Revised Schedule A to Amended and Restated Distribution and Services Plan pursuant to Rule 12b-1 is incorporated herein by reference to Exhibit (m)(8) to Post-Effective Amendment No. 151 to the Registration Statement as filed on February 28, 2014. |
(9) | Revised Schedule A to Amended and Restated Distribution and Services Plan pursuant to Rule 12b-1 is incorporated herein by reference to Exhibit (m)(9) to Post-Effective Amendment No. 144 to the Registration Statement as filed on December 28, 2012. |
(n) (1) | Multiple Class Plan pursuant to Rule 18f-3 is incorporated herein by reference to Exhibit (n) to Post-Effective Amendment No. 33 to the Registration Statement as filed on September 21, 2001. |
(2) | Amended Schedule A to Multiple Class Plan pursuant to Rule 18f-3 is incorporated herein by reference to Exhibit (n)(2) to Post-Effective Amendment No. 36 to the Registration Statement as filed on December 28, 2001. |
(3) | Amended Schedule A to Multiple Class Plan pursuant to Rule 18f-3 is incorporated herein by reference to Exhibit (n)(3) to Post-Effective Amendment No. 43 to the Registration Statement as filed on July 3, 2002. |
(4) | Amended Multiple Class Plan pursuant to Rule 18f-3 is incorporated herein by reference to Exhibit (n)(4) to Post-Effective Amendment No. 43 to the Registration Statement as filed on July 3, 2002. |
(5) | Amended Multiple Class Plan pursuant to Rule 18f-3 is incorporated herein by reference to Exhibit (n)(5) to Post-Effective Amendment No. 45 to the Registration Statement as filed on October 28, 2002. |
(6) | Amended Schedule A to Multiple Class Plan pursuant to Rule 18f-3 is incorporated herein by reference to Exhibit (n)(6) to Post-Effective Amendment No. 129 to the Registration Statement as filed on May 27, 2011. |
(7) | Amended and Restated Multiple Class Plan pursuant to Rule 18f-3 is incorporated herein by reference to Exhibit (n)(7) to Post-Effective Amendment No. 133 to the Registration Statement as filed on July 13, 2011. |
(o) (1) | Power of Attorney dated June 24, 2010 is incorporated herein by reference to Exhibit (o)(1) to Post-Effective Amendment No. 111 to the Registration Statement as filed on August 6, 2010. |
(2) | Power of Attorney dated April 17, 2014 is incorporated herein by reference to Exhibit (o)(2) to Post-Effective Amendment No. 156 to the Registration Statement as filed on May 12, 2014. |
(p) (1) | Amended Code of Ethics of Aston Funds is incorporated herein by reference to Exhibit (p)(2) to Post-Effective Amendment No. 116 to the Registration Statement as filed on October 20, 2010. |
9
(2) | Amended Code of Ethics of River Road Asset Management, LLC is filed herewith. |
(3) | Amended and Restated Code of Ethics of Aston Asset Management, LP (currently known as Aston Asset Management, LLC) is incorporated herein by reference to Exhibit (p)(7) to Post-Effective Amendment No. 133 to the Registration Statement as filed on July 13, 2011. |
(4) | Amended Code of Ethics of Taplin, Canida & Habacht, LLC is incorporated herein by reference to Exhibit (p)(8) to Post-Effective Amendment No. 123 to the Registration Statement as filed on February 28, 2011. |
(5) | Amended Code of Ethics of Baring International Investment Limited is incorporated herein by reference to Exhibit (p)(5) to Post-Effective Amendment No. 151 to the Registration Statement as filed on February 28, 2014. |
(6) | Amended Code of Ethics of TAMRO Capital Partners, LLC is incorporated herein by reference to Exhibit (p)(6) to Post-Effective Amendment No. 151 to the Registration Statement as filed on February 28, 2014. |
(7) | Amended Code of Ethics and Standards of Practice of Montag & Caldwell LLC is incorporated herein by reference to Exhibit (p)(7) to Post-Effective Amendment No. 151 to the Registration Statement as filed on February 28, 2014. |
(8) | Code of Ethics of Lake Partners, Inc. is incorporated herein by reference to Exhibit (p)(17) to Post-Effective Amendment No. 103 to the Registration Statement as filed on March 30, 2009. |
(9) | Amended Code of Ethics of Herndon Capital Management, LLC is filed herewith. |
(10) | Amended Code of Ethics of DoubleLine Capital LP is filed herewith. |
(11) | Code of Ethics of Silvercrest Asset Management Group LLC is incorporated herein by reference to Exhibit (p)(22) of Post-Effective Amendment No. 136 to the Registration Statement as filed on December 21, 2011. |
(12) | Code of Ethics of Fairpointe Capital LLC is incorporated herein by reference to Exhibit (p)(18) to Post-Effective Amendment No. 137 to the Registration Statement as filed on December 30, 2011. |
(13) | Code of Ethics of Cornerstone Investment Partners, LLC is incorporated herein by reference to Exhibit (p)(19) to Post-Effective Amendment No. 137 to the Registration Statement as filed on December 30, 2011. |
(14) | Amended Code of Ethics of Harrison Street Securities, LLC is incorporated herein by reference to Exhibit (p)(14) to Post-Effective Amendment No. 151 to the Registration Statement as filed on February 28, 2014. |
(15) | Amended Code of Ethics of Lee Munder Capital Group, LLC is incorporated herein by reference to Exhibit (p)(15) to Post-Effective Amendment No. 151 to the Registration Statement as filed on February 28, 2014. |
10
(16) | Amended Code of Ethics of Anchor Capital Advisors LLC is incorporated herein by reference to Exhibit (p)(18) to Post-Effective Amendment No. 144 to the Registration Statement as filed on December 28, 2012. |
(17) | Code of Ethics of Pictet Asset Management Limited is incorporated herein by reference to Exhibit (p)(17) to Post-Effective Amendment No. 154 to the Registration Statement as filed on April 9, 2014. |
(18) | Amended Code of Ethics of Guardian Capital LP is filed herewith. |
ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
None.
ITEM 30. INDEMNIFICATION
Section 10.2 of the Registrants Trust Instrument provides as follows:
10.2 Indemnification . Aston Funds (the Trust) shall indemnify each of its Trustees against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while as a Trustee or thereafter, by reason of his being or having been such a Trustee except with respect to any matter as to which he shall have been adjudicated to have acted in bad faith, willful misfeasance, gross negligence or reckless disregard of his duties, provided that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless the Trust shall have received a written opinion from independent legal counsel approved by the Trustees to the effect that if either the matter of willful misfeasance, gross negligence or reckless disregard of duty, or the matter of bad faith had been adjudicated, it would in the opinion of such counsel have been adjudicated in favor of such person. The rights accruing to any person under these provisions shall not exclude any other right to which he may be lawfully entitled, provided that no person may satisfy any right of indemnity or reimbursement hereunder except out of the property of the Trust. The Trustees may make advance payments in connection with the indemnification under this Section 10.2, provided that the indemnified person shall have given a written undertaking to reimburse the Trust in the event it is subsequently determined that he is not entitled to such indemnification.
The Trust shall indemnify officers, and shall have the power to indemnify representatives and employees of the Trust, to the same extent that Trustees are entitled to indemnification pursuant to this Section 10.2.
Insofar as indemnification for liability arising under the 1933 Act may be permitted to trustees, officers and controlling persons of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a trustee, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
11
such indemnification by it is against public policy as expressed in that Act and will be governed by the final adjudication of such issue.
Section 10.3 of the Registrants Trust Instrument, also provides for the indemnification of shareholders of the Registrant. Section 10.3 states as follows:
10.3 Shareholders . In case any Shareholder or former Shareholder of any Series shall be held to be personally liable solely by reason of his being or having been a shareholder of such Series and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected Series, shall, upon request by the Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Series and satisfy any judgment thereon from the assets of the Series.
In addition, the Registrant currently has a trustees and officers liability policy covering certain types of errors and omissions.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
Aston Asset Management, LLC (Aston) is a registered investment adviser providing investment management services to the Registrant.
The information required by this Item 31 with respect to any other business, profession, vocation or employment of a substantial nature engaged in by Aston and the directors and officers of Aston during the past two years is incorporated by reference to Form ADV filed by Aston pursuant to the Investment Advisers Act of 1940 (SEC File Nos. 801-71598 and 801-66837).
ITEM 32. PRINCIPAL UNDERWRITERS
(a) | Foreside Funds Distributors LLC (the Distributor) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended: |
1. | Aston Funds |
2. | E.I.I. Realty Securities Trust |
3. | FundVantage Trust |
4. | GuideStone Funds |
5. | Kalmar Pooled Investment Trust |
6. | Matthews International Funds (d/b/a Matthews Asia Funds) |
7. | Metropolitan West Funds |
8. | The Motley Fool Funds Trust |
9. | New Alternatives Fund, Inc. |
10. | Old Westbury Funds, Inc. |
11. | The RBB Fund, Inc. |
12. | Stratton Mid Cap Value Fund, Inc. (f/k/a Stratton Multi-Cap Fund, Inc.) |
13. | Stratton Real Estate Fund, Inc. |
14. | The Stratton Funds, Inc. |
15. | The Torray Fund |
16. | Versus Capital Multi-Manager Real Estate Income Fund LLC (f/k/a Versus Global Multi-Manager Real Estate Income Fund LLC) |
12
(b) | The following are the Officers and Managers of the Distributor, the Registrants underwriter. The Distributors main business address is 400 Berwyn Park, 899 Cassatt Road, Suite 110, Berwyn, Pennsylvania 19312. |
Name |
Address |
Position with Underwriter |
Position with Registrant |
|||
Mark A. Fairbanks |
Three Canal Plaza, Suite 100, Portland, Maine 04101 | President | None | |||
Richard J. Berthy |
Three Canal Plaza, Suite 100, Portland, Maine 04101 | Vice President, Treasurer and Manager | None | |||
Susan K. Moscaritolo |
400 Berwyn Park, 899 Cassatt Road, Suite 110, Berwyn, Pennsylvania 19312 | Vice President and Chief Compliance Officer | None | |||
Lisa S. Clifford |
Three Canal Plaza, Suite 100, Portland, Maine 04101 | Vice President and Managing Director of Compliance | None | |||
Jennifer E. Hoopes |
Three Canal Plaza, Suite 100, Portland, Maine 04101 | Secretary | None | |||
Nishant Bhatnagar |
Three Canal Plaza, Suite 100, Portland, Maine 04101 | Assistant Secretary | None |
(c) | Not applicable. |
ITEM 33. LOCATION OF ACCOUNTS AND RECORDS
All records described in Section 31(a) of the 1940 Act and the rules promulgated thereunder, are maintained at the following locations:
Adviser
Aston Asset Management, LLC, 120 North LaSalle Street, 25th Floor, Chicago, Illinois 60602
Subadvisers
Anchor Capital Advisors LLC, One Post Office Square, Suite 3850, Boston, Massachusetts 02109
Baring International Investment Limited, 155 Bishopsgate, London EC2M 3XY, United Kingdom
Cornerstone Investment Partners, LLC, Phipps Tower, 3438 Peachtree Road NE, Suite 900, Atlanta, Georgia 30326
DoubleLine Capital LP, 333 South Grand Avenue, Suite 1800, Los Angeles, California 90071
Fairpointe Capital LLC, One North Franklin Street, Suite 3300, Chicago, Illinois 60606
13
Guardian Capital LP, Commerce Court West, 199 Bay Street, Suite 3100, Toronto, Ontario M5L 1E8, Canada
Harrison Street Securities, LLC, 71 South Wacker Drive, Suite 3575, Chicago, Illinois 60606
Herndon Capital Management, LLC, 191 Peachtree Street NE, Suite 2500, Atlanta, Georgia 30303
Lake Partners, Inc., 4 High Ridge Park, Suite 300, Stamford, Connecticut 06905
Lee Munder Capital Group, LLC, 200 Clarendon Street, 28th Floor, Boston, Massachusetts 02116
Montag & Caldwell, LLC, 3455 Peachtree Road NE, Suite 1200, Atlanta, Georgia 30326
Pictet Asset Management Limited, Moor House, 120 London Wall, London EC2Y 5ET, United Kingdom
River Road Asset Management, LLC, Meidinger Tower, Suite 1600, 462 South Fourth Street, Louisville, Kentucky 40202
Silvercrest Asset Management Group LLC, 1330 Avenue of the Americas, 38th Floor, New York, New York 10019
TAMRO Capital Partners, LLC, 1701 Duke Street, Suite 250, Alexandria, Virginia 22314
Taplin, Canida & Habacht, LLC, 1001 Brickell Bay Drive, Suite 2100, Miami, Florida 33131
Custodian
The Bank of New York Mellon, One Wall Street, New York, New York 10286
Sub-Administrator and Transfer, Redemption, Dividend Disbursing and Accounting Agent
BNY Mellon Investment Servicing (US), Inc., 4400 Computer Drive, Westborough, Massachusetts 01581 and 201 Washington Street Boston, Massachusetts 02109
Distributor
Foreside Funds Distributors LLC, 400 Berwyn Park, 899 Cassatt Road, Suite 110, Berwyn, Pennsylvania 19312, and Three Canal Plaza, Suite 100, Portland, Maine 04101
ITEM 34. MANAGEMENT SERVICES
Not Applicable.
ITEM 35. UNDERTAKINGS
Not Applicable.
14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this post-effective amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Chicago and State of Illinois on the 30th day of December, 2014.
ASTON FUNDS |
||
By: |
/s/ Stuart D. Bilton | |
|
||
Stuart D. Bilton, Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the Registration Statement of the Registrant has been signed below by the following persons in the following capacities and on the 30th day of December, 2014.
Signature |
Capacity |
Date |
||
Bruce B. Bingham** |
Trustee | |||
Bruce B. Bingham |
||||
William E. Chapman, II* |
Independent Chairman, Trustee | |||
William E. Chapman, II |
||||
Edward J. Kaier* |
Trustee | |||
Edward J. Kaier |
||||
Christine C. Carsman** |
Trustee | |||
Christine C. Carsman |
||||
Kurt Keilhacker** |
Trustee | |||
Kurt Keilhacker |
||||
Steven J. Paggioli* |
Trustee | |||
Steven J. Paggioli |
||||
Richard F. Powers, III** |
Trustee | |||
Richard F. Powers, III |
||||
Eric P. Rakowski* |
Trustee | |||
Eric P. Rakowski |
||||
Victoria Sassine** |
Trustee | |||
Victoria Sassine |
15
Signature |
Capacity |
Date |
||
Thomas R. Schneeweis* |
Trustee | |||
Thomas R. Schneeweis |
||||
/s/Stuart D. Bilton |
Chief Executive Officer and President | December 30, 2014 | ||
Stuart D. Bilton |
(Principal Executive Officer) | |||
/s/Laura M. Curylo |
Chief Financial Officer and Treasurer | December 30, 2014 | ||
Laura M. Curylo |
(Principal Financial Officer and Principal | |||
Accounting Officer) | ||||
/s/Laura M. Curylo |
Attorney-in-Fact | December 30, 2014 | ||
Laura M. Curylo |
* Signed by Laura M. Curylo pursuant to a Power of Attorney previously filed as Exhibit (o)(1) to Post-Effective Amendment No. 111 to the Registration Statement filed on August 6, 2010.
**Signed by Laura M. Curylo pursuant to a Power of Attorney previously filed as Exhibit (o)(2) to Post-Effective Amendment No. 156 to the Registration Statement filed on May 12, 2014.
16
EXHIBIT INDEX
(d)(2) | Revised Schedule A and B to the Investment Advisory Agreement between Aston Funds and Aston Asset Management LLC | |
(d)(3) | Sub-Investment Advisory Agreement between Aston Asset Management, LLC and Montag & Caldwell, LLC | |
(d)(4) | Sub-Investment Advisory Agreement between Aston Asset Management, LLC and River Road Asset Management, LLC with respect to ASTON/River Road Dividend All Cap Value Fund, ASTON/River Road Small Cap Value Fund, ASTON/River Road Select Value Fund and ASTON/River Road Long-Short Fund | |
(d)(5) | Sub-Investment Advisory Agreement between Aston Asset Management, LLC and River Road Asset Management, LLC with respect to ASTON/River Road Dividend All Cap Value Fund II | |
(d)(6) | Sub-Investment Advisory Agreement between Aston Asset Management, LLC and River Road Asset Management, LLC with respect to ASTON/River Road Independent Value Fund | |
(d)(7) | Sub-Investment Advisory Agreement between Aston Asset Management, LLC and Taplin, Canida & Habacht LLC | |
(d)(8) | Sub-Investment Advisory Agreement between Aston Asset Management, LLC and Baring International Investment Limited | |
(d)(9) | Sub-Investment Advisory Agreement between Aston Asset Management, LLC and Lake Partners, Inc. | |
(d)(10) | Sub-Investment Advisory Agreement between Aston Asset Management, LLC and Herndon Capital Management, LLC | |
(d)(11) | Sub-Investment Advisory Agreement between Aston Asset Management, LLC and DoubleLine Capital LP | |
(d)(12) | Advisory and Sub-Advisory Fee Waiver Agreement among Aston Asset Management LLC, (formerly, Aston Asset Management LP), Aston Funds and DoubleLine Capital LP | |
(d)(13) | Sub-Investment Advisory Agreement between Aston Asset Management, LLC and Silvercrest Asset Management Group LLC | |
(d)(14) | Sub-Investment Advisory Agreement between Aston Asset Management, LLC and Cornerstone Investment Partners, LLC | |
(d)(15) | Sub-Investment Advisory Agreement between Aston Asset Management, LLC and Harrison Street Securities, LLC | |
(d)(16) | Sub-Investment Advisory Agreement between Aston Asset Management, LLC and LMCG Investments, LLC (formerly, Lee Munder Capital Group, LLC) | |
(d)(17) | Sub-Investment Advisory Agreement between Aston Asset Management, LLC and Anchor Capital Advisors LLC | |
(d)(18) | Sub-Investment Advisory Agreement dated May 30, 2014 between Aston Asset Management LLC and Pictet Asset Management Limited | |
(d)(19) | Sub-Investment Advisory Agreement dated May 30, 2014 between Aston Asset Management LLC and Guardian Capital LP |
17
(d)(21) | Revised Schedules A and B to the Sub-Investment Advisory Agreement between Aston Asset Management, LLC and Fairpointe Capital LLC | |
(d)(23) | Revised Schedules A and B to the Sub-Investment Advisory Agreement between Aston Asset Management, LLC and TAMRO Capital Partners, LLC | |
(e)(8) | Revised Schedule A to the Distribution Agreement | |
(g)(6) | Amended and Restated Exhibit A to the Letter Agreement between Aston Funds and The Bank of New York Mellon appointing The Bank of New York Mellon as Foreign Custody Manager | |
(g)(8) | Amendment to Custodian Services Agreement | |
(g)(9) | Amended and Restated Exhibit A to the Custodian Services Agreement | |
(h)(16) | Amendment to Transfer Agency Services Agreement including Amended Exhibit A and Amended Exhibit B | |
(h)(29) | Revised Schedule C to the Administration Agreement | |
(h)(45) | Amended and Restated Exhibit A to the Sub-Administration and Accounting Services Agreement | |
(h)(47) | Amended and Restated Schedule A to the Expense Reimbursement Agreement | |
(m)(5) | Revised Schedule A to Distribution and Services Plan pursuant to Rule 12b-1 | |
(p)(2) | Amended Code of Ethics of River Road Asset Management, LLC | |
(p)(9) | Amended Code of Ethics of Herndon Capital Management, LLC | |
(p)(10) | Amended Code of Ethics of DoubleLine Capital LP | |
(p)(18) | Amended Code of Ethics of Guardian Capital LP |
18
December 19, 2014
Aston Asset Management, LLC
120 N. LaSalle Street, 25 th Floor
Chicago, IL 60602
Re: | Investment Advisory Agreement with Aston Asset Management, LLC |
dated May 30, 2014 (the Investment Advisory Agreement)
Ladies and Gentlemen:
Pursuant to the Investment Advisory Agreement, we are hereby providing notification of two new series of Aston Funds to be called ASTON/Fairpointe Focused Equity Fund and ASTON/TAMRO International Small Cap Fund (collectively, the New Series).
Attached hereto are amended Schedules A and B to the Investment Advisory Agreement to reflect, among other things, the appropriate effective date, initial term and annual fee rate for the New Series. By acknowledging below, you agree to render the investment advisory and management services to the New Series under the terms of the Investment Advisory Agreement and the amended Schedules A and B attached hereto.
ASTON FUNDS | ||
By: | /s/ Gerald F. Dillenburg | |
Name: | Gerald F. Dillenburg | |
Its: | Senior Vice President and Secretary |
Accepted this 19th day of December 2014.
ASTON ASSET MANAGEMENT, LLC |
||
By: | /s/ Stuart D. Bilton | |
Name: | Stuart D. Bilton | |
Its: | Chief Executive Officer |
SCHEDULE A
Fund | Effective Date | Initial Term | ||
ASTON/Anchor Capital Enhanced Equity Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/Barings International Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/Cornerstone Large Cap Value Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/DoubleLine Core Plus Fixed Income Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/Fairpointe Mid Cap Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/Guardian Capital Global Dividend Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/Harrison Street Real Estate Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/Herndon Large Cap Value Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/Lake Partners LASSO Alternatives Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/LMCG Emerging Markets Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/LMCG Small Cap Growth Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/Montag & Caldwell Balanced Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/Montag & Caldwell Growth Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/Montag & Caldwell Mid Cap Growth Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/Pictet International Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/River Road Dividend All Cap Value Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/River Road Dividend All Cap Value Fund II |
May 30, 2014 | December 31, 2015 | ||
ASTON/River Road Independent Value Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/River Road Long-Short Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/River Road Select Value Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/River Road Small Cap Value Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/Silvercrest Small Cap Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/TAMRO Diversified Equity Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/TAMRO Small Cap Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/TCH Fixed Income Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/Fairpointe Focused Equity Fund |
December 19, 2014 | December 18, 2016 | ||
ASTON/TAMRO International Small Cap Fund |
December 19, 2014 | December 18, 2016 |
SCHEDULE B
Fund |
Annual Fee Rate (as a percentage of average daily net assets) |
|
ASTON/Anchor Capital Enhanced Equity Fund |
0.70% | |
ASTON/Barings International Fund |
1.00% | |
ASTON/Cornerstone Large Cap Value Fund |
0.80% | |
ASTON/DoubleLine Core Plus Fixed Income Fund |
0.55% | |
ASTON/Fairpointe Mid Cap Fund |
0.80% for the first $100 million 0.75% for the next $300 million 0.70% over $400 million |
|
ASTON/Guardian Capital Global Dividend Fund |
0.80% | |
ASTON/Harrison Street Real Estate Fund |
1.00% | |
ASTON/Herndon Large Cap Value Fund |
0.80% | |
ASTON/Lake Partners LASSO Alternatives Fund |
1.00% | |
ASTON/LMCG Emerging Markets Fund |
1.05% | |
ASTON/LMCG Small Cap Growth Fund |
1.00% | |
ASTON/Montag & Caldwell Balanced Fund |
0.75% | |
ASTON/Montag & Caldwell Growth Fund |
0.80% for the first $800 million 0.60% over $800 million up to $6 billion 0.55% over $6 billion up to $12 billion 0.50% over $12 billion |
|
ASTON/Montag & Caldwell Mid Cap Growth Fund |
0.85% | |
ASTON/Pictet International Fund |
0.90% | |
ASTON/River Road Dividend All Cap Value Fund |
0.70% | |
ASTON/River Road Dividend All Cap Value Fund II |
0.70% | |
ASTON/River Road Independent Value Fund |
1.00% | |
ASTON/River Road Long-Short Fund |
1.20% | |
ASTON/River Road Select Value Fund |
1.00% | |
ASTON/River Road Small Cap Value Fund |
0.90% | |
ASTON/Silvercrest Small Cap Fund |
1.00% | |
ASTON/TAMRO Diversified Equity Fund |
0.80% | |
ASTON/TAMRO Small Cap Fund |
0.90% |
Fund |
Annual Fee Rate (as a percentage of average daily net assets) |
|
ASTON/TCH Fixed Income Fund |
0.55% | |
ASTON/Fairpointe Focused Equity Fund |
0.80% | |
ASTON/TAMRO International Small Cap Fund |
1.00% |
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ASTON ASSET MANAGEMENT, LLC
AND MONTAG & CALDWELL, INC.
SUB-INVESTMENT ADVISORY AGREEMENT (the Agreement ) made this 30th day of May, 2014 by and between ASTON ASSET MANAGEMENT, LLC (hereinafter referred to as the Investment Adviser ) and MONTAG & CALDWELL, INC. (hereinafter referred to as the Subadviser ), which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.
W I T N E S S E T H :
WHEREAS, the Investment Adviser has been retained by Aston Funds, a Delaware statutory trust (the Trust ), a registered management investment company under the Investment Company Act of 1940, as amended (the 1940 Act ) to provide investment advisory services to the Trust with respect to certain series of the Trust set forth in Schedule A hereto as may be amended from time to time (hereinafter referred to as a Fund and collectively, the Funds of the Trust);
WHEREAS, the Investment Adviser wishes to enter into a contract with the Subadviser to provide research, analysis, advice and recommendations with respect to the purchase and sale of securities, and make investment commitments with respect to such portion of the Funds assets as shall be allocated to the Subadviser by the Investment Adviser from time to time (the Allocated Assets ), subject to oversight by the Trustees of the Trust and the supervision of the Investment Adviser.
NOW THEREFORE, in consideration of the mutual agreements herein contained, and intending to be bound, the parties agree as follows:
1. In accordance with the Investment Advisory Agreement between the Trust and the Investment Adviser ( Investment Advisory Agreement ) with respect to the Funds, the Investment Adviser hereby appoints the Subadviser to act as subadviser with respect to the Allocated Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services set forth herein, for the compensation provided herein.
2. As compensation for the services enumerated herein, the Investment Adviser will pay the Subadviser a fee with respect to the Allocated Assets, which shall be calculated and payable monthly in arrears based on the average daily net assets of the Fund, in an amount equal to 50% of the positive difference, if any, of (x) the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before reduction of the fee payable to Subadviser) minus (y) the sum of: (i) any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, (ii) any reimbursement of expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (iii) any payments made by the Investment Adviser to third parties that provide distribution, shareholder services or similar services on behalf of the
Fund. If the foregoing calculation results in a negative amount, such amount shall be payable by the Subadviser within 30 days of receipt of notice from the Investment Adviser, which notice shall include the basis for the calculation.
For the purposes of this Agreement, a Funds net assets shall be determined as provided in the Funds then-current Prospectus (as used herein this term includes the related Statement of Additional Information).
If this Agreement shall become effective subsequent to the first day of a month, or shall terminate before the last day of a month, the Subadvisers compensation for such fraction of the month shall be prorated based on the number of calendar days of such month during which the Agreement is effective.
3. This Agreement shall become effective with respect to a Fund as of the date set forth opposite the Funds name as set forth on Schedule A hereto (the Effective Date ), provided that it has been approved by the Trustees of the Trust in accordance with the provisions of the 1940 Act and the rules thereunder and, if so required by the 1940 Act and the rules thereunder, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and the rules thereunder.
4. This Agreement shall continue in effect for the initial term set forth in Schedule A. It shall be renewed automatically thereafter with respect to a Fund by the Investment Adviser and the Subadviser for successive periods not exceeding one year, if and only if such renewal and continuance is specifically approved at least annually by the Board of Trustees of the Trust or by a vote of the majority of the outstanding voting securities of the Fund as prescribed by the 1940 Act and provided further that such continuance is approved at least annually thereafter by a vote of a majority of the Trusts Trustees, who are not parties to such Agreement or interested persons of such a party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement will terminate with respect to a Fund without the payment of any penalty upon termination of the Investment Advisory Agreement relating to a Fund by either party thereto (accompanied by simultaneous notice to the Subadviser) or upon ten days written notice to the Subadviser that the Trustees of the Trust, the Investment Adviser or the shareholders by vote of a majority of the outstanding voting securities of the Fund, as provided by the 1940 Act, have terminated this Agreement. This Agreement may also be terminated by the Subadviser with respect to a Fund without penalty upon sixty days written notice to the Investment Adviser and the Trust.
This Agreement shall terminate automatically with respect to a Fund in the event of its assignment or, upon notice thereof to the Subadviser, the assignment of the Investment Advisory Agreement, unless its continuation thereafter is approved by the Board of Trustees of the Trust and the shareholders of the Fund if so required by the 1940 Act (in each case as the term assignment is defined in Section 2(a)(4) of the 1940 Act, subject to such exemptions as may be granted by the Securities and Exchange Commission (SEC) by any rule, regulation, order or interpretive guidance).
5. Subject to the oversight of the Board of Trustees of the Trust and the Investment Adviser, the Subadviser will provide an investment program for the Allocated Assets, including
investment research and management with respect to securities and investments, including cash and cash equivalents, and will determine from time to time what securities and other investments will be purchased, retained or sold. The Subadviser will provide the services under this Agreement in accordance with each Funds investment objective, policies and restrictions as stated in the Prospectus, as provided to the Subadviser by the Investment Adviser. The Subadviser further agrees that, in all matters relating to the performance of this Agreement, it:
(a) shall act in conformity with the Trusts Declaration of Trust, By-Laws and currently effective registration statements under the 1940 Act and the Securities Act of 1933 and any amendments or supplements thereto (the Registration Statements) and with the written policies, procedures and guidelines of each Fund, and written instructions and directions of the Trustees of the Trust and shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940 and the rules thereunder, and all other applicable federal and state laws and regulations. The Trust agrees to provide Subadviser with copies of the Trusts Declaration of Trust, By-Laws, Registration Statements, written policies, procedures and guidelines, and written instructions and directions of the Trustees, and any amendments or supplements to any of them at, or, if practicable, before the time such materials, instructions or directives become effective;
(b) will pay expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction changes, if any) purchased for each Fund, provided that the Subadviser will not pay for or provide a credit with respect to any research provided to it in accordance with Section 5(c);
(c) will place orders pursuant to its investment determinations for each Fund either directly with any broker or dealer, or with the issuer. In placing orders with brokers or dealers, the Subadviser will attempt to obtain the best overall price and the most favorable execution of its orders. Subject to policies established by the Trustees of the Trust and communicated to the Subadviser, it is understood that the Subadviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of a Fund, or be in breach of any obligation owing to the Investment Adviser or the Trust or in respect of a Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Subadviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 and interpretive guidance issued by the SEC thereunder) provided by such member, broker or dealer, viewed in terms of that particular transaction or the Subadvisers overall responsibilities with respect to the accounts, including the Fund, as to which it exercises investment discretion;
(d) will review the daily valuation of securities comprising the Allocated Assets of each Fund as obtained on a daily basis by the Funds administrator and furnished by it to Subadviser, and will promptly notify the Trust and the Investment Adviser if the Subadviser believes that any such valuations may not properly reflect the market value of any securities owned by the Fund, provided , however , that the Subadviser is not required by this sub-paragraph
to obtain valuations of any such securities from brokers or dealers or otherwise, or to otherwise independently verify valuations of any such securities;
(e) unless otherwise instructed, will be responsible for voting all proxies of each Fund in accordance with the Proxy Voting Policies and Guidelines of Subadviser (the Proxy Policy), provided that such Proxy Policy and any amendments thereto are furnished to the Trust;
(f) will attend regular business and investment-related meetings with the Trusts Board of Trustees and the Investment Adviser if requested to do so by the Trust and/or the Investment Adviser, and at its expense, shall supply the Board, the officers of the Trust, and the Investment Adviser with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder; and
(g) will maintain books and records with respect to the securities transactions for the Allocated Assets of each Fund and proxy voting record for the Allocated Assets of the Fund, furnish to the Investment Adviser and the Trusts Board of Trustees such periodic and special reports as they may request with respect to the Fund, and provide in advance to the Investment Adviser all of the Subadvisers reports to the Trusts Board of Trustees for examination and review within a reasonable time prior to the Trusts Board meetings.
6. The Investment Adviser or its affiliates may, from time to time, engage other subadvisers to advise other series of the Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a Sub-Advised Fund). The Subadviser agrees that it will not consult with any other unaffiliated subadviser engaged by the Investment Adviser or its affiliates with respect to transactions in securities or other assets concerning a Fund or another Sub-Advised Fund, except to the extent permitted by the rules under the 1940 Act that permit certain transactions with a subadviser or its affiliates.
7. Subadviser agrees with respect to the services provided to each Fund that it:
(a) will promptly communicate to the Investment Adviser such information relating to Fund transactions as the officers and Trustees of the Trust may reasonably request and as communicated to the Subadviser; and
(b) will treat confidentially and as proprietary information of the Trust all records and other information relative to each Fund and its prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Trust, which approval may not be withheld where Subadviser is advised by counsel that the Subadviser may be exposed to civil or criminal contempt or other proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust).
8. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Subadviser acknowledges that all records which it maintains for the Trust are the property of the
Trust and agrees to surrender promptly to the Trust any of such records upon the Trusts request, provided , that Subadviser may retain copies thereof at its own expense. Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act relating to transactions placed by Subadviser for the Fund. Subadviser further agrees to maintain each Funds proxy voting record with respect to the Allocated Assets in a form mutually agreeable between the parties and which contains the information required by Form N-PX under the 1940 Act.
9. It is expressly understood and agreed that the services to be rendered by the Subadviser to the Investment Adviser under the provisions of this Agreement are not to be deemed to be exclusive, and the Subadviser shall be free to provide similar or different services to others so long as its ability to provide the services provided for in this Agreement shall not be materially impaired thereby. In addition, but without limiting any separate agreement between the Subadviser and the Investment Adviser to the contrary, nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
10. The Investment Adviser agrees that it will furnish currently to the Subadviser all information with reference to each Fund and the Trust that is reasonably necessary to permit the Subadviser to carry out its responsibilities under this Agreement, and the parties agree that they will from time to time consult and make appropriate arrangements as to specific information that is required under this paragraph and the frequency and manner with which it shall be supplied. Without limiting the generality of the foregoing, Investment Adviser will furnish to Subadviser procedures consistent with the Trusts contract with each Funds custodian from time to time (the Custodian ), and reasonably satisfactory to Subadviser, for consummation of portfolio transactions for each Fund by payment to or delivery by the Custodian of all cash and/or securities or other investments due to or from the Fund, and Subadviser shall not have possession or custody thereof or any responsibility or liability with respect to such custody. Upon giving proper instructions to the Custodian, Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.
11. The Subadviser and its directors, officers, stockholders, employees and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Adviser or the Trust in connection with any matters to which this Agreement relates or for any other act or omission in the performance by the Subadviser of its duties under this Agreement except that nothing herein contained shall be construed to protect the Subadviser against any liability by reason of the Subadvisers willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reckless disregard of its obligations or duties under this Agreement.
12. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. Except to the extent governed by federal law including the 1940 Act, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without applying the principles of conflicts of law thereunder.
13. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought. No amendment of this Agreement shall be effective with respect to the Trust until approved as required by applicable law.
14. Any notice to be given hereunder may be given by personal notification or by facsimile transmission, to the party specified at the address stated below:
To the Investment Adviser at:
Aston Asset Management, LLC
120 North LaSalle Street, 25th Floor
Chicago, Illinois 60602
Attn: Chief Executive Officer
Facsimile: (312) 268-1380
To the Subadviser at:
Montag & Caldwell, Inc.
3455 Peachtree Road, NE
Suite 1200
Atlanta, Georgia 30326
Attn: President
Facsimile: (404) 836-7230
To a Fund or the Trust at:
Aston Funds
120 North LaSalle Street, 25th Floor
Chicago, Illinois 60602
Attn: President
Facsimile: (312) 268-1380
or addressed as such party may from time to time designate by notice to other parties in accordance herewith.
15. The Subadviser agrees that for any claim by it against a Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of a Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust.
[The Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the day and year first above written.
ASTON ASSET MANAGEMENT, LLC |
||
By: |
/s/ Stuart D. Bilton |
|
Name: Stuart D. Bilton |
||
Title: Chief Executive Officer |
||
MONTAG & CALDWELL, INC. |
||
By: |
/s/ Rebecca M. Keister |
|
Name: Rebecca M. Keister |
||
Title: Executive Vice President |
SCHEDULE A
Fund |
Effective Date |
Initial Term |
||
ASTON/Montag & Caldwell Balanced Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/Montag & Caldwell Growth Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/Montag & Caldwell Mid Cap Growth Fund |
May 30, 2014 | December 31, 2015 |
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ASTON ASSET MANAGEMENT, LLC
AND RIVER ROAD ASSET MANAGEMENT, LLC
SUB-INVESTMENT ADVISORY AGREEMENT (the Agreement ) made this 30th day of June, 2014 by and between ASTON ASSET MANAGEMENT, LLC (hereinafter referred to as the Investment Adviser ) and RIVER ROAD ASSET MANAGEMENT, LLC (hereinafter referred to as the Subadviser ), which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.
W I T N E S S E T H :
WHEREAS, the Investment Adviser has been retained by Aston Funds, a Delaware statutory trust (the Trust ), a registered management investment company under the Investment Company Act of 1940, as amended (the 1940 Act ) to provide investment advisory services to the Trust with respect to certain series of the Trust set forth in Schedule A hereto as may be amended from time to time (hereinafter referred to as a Fund and collectively, the Funds of the Trust);
WHEREAS, the Investment Adviser wishes to enter into a contract with the Subadviser to provide research, analysis, advice and recommendations with respect to the purchase and sale of securities, and make investment commitments with respect to such portion of the Funds assets as shall be allocated to the Subadviser by the Investment Adviser from time to time (the Allocated Assets ), subject to oversight by the Trustees of the Trust and the supervision of the Investment Adviser.
NOW THEREFORE, in consideration of the mutual agreements herein contained, and intending to be bound, the parties agree as follows:
1. In accordance with the Investment Advisory Agreement between the Trust and the Investment Adviser ( Investment Advisory Agreement ) with respect to the Funds, the Investment Adviser hereby appoints the Subadviser to act as subadviser with respect to the Allocated Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services set forth herein, for the compensation provided herein.
2. As compensation for the services enumerated herein, the Investment Adviser will pay the Subadviser a fee with respect to the Allocated Assets, which shall be calculated and payable monthly in arrears based on the average daily net assets of the Fund, in an amount equal to 50% of the positive difference, if any, of (x) the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before reduction of the fee payable to Subadviser) minus (y) the sum of: (i) any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, (ii) any reimbursement of expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (iii) any payments made by the Investment Adviser to third parties that provide distribution, shareholder services or similar services on behalf of the
Fund. If the foregoing calculation results in a negative amount, such amount shall be payable by the Subadviser within 30 days of receipt of notice from the Investment Adviser, which notice shall include the basis for the calculation.
For the purposes of this Agreement, a Funds net assets shall be determined as provided in the Funds then-current Prospectus (as used herein this term includes the related Statement of Additional Information).
If this Agreement shall become effective subsequent to the first day of a month, or shall terminate before the last day of a month, the Subadvisers compensation for such fraction of the month shall be prorated based on the number of calendar days of such month during which the Agreement is effective.
3. This Agreement shall become effective with respect to a Fund as of the date set forth opposite the Funds name as set forth on Schedule A hereto (the Effective Date ), provided that it has been approved by the Trustees of the Trust in accordance with the provisions of the 1940 Act and the rules thereunder and, if so required by the 1940 Act and the rules thereunder, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and the rules thereunder.
4. This Agreement shall continue in effect for the initial term set forth in Schedule A. It shall be renewed automatically thereafter with respect to a Fund by the Investment Adviser and the Subadviser for successive periods not exceeding one year, if and only if such renewal and continuance is specifically approved at least annually by the Board of Trustees of the Trust or by a vote of the majority of the outstanding voting securities of the Fund as prescribed by the 1940 Act and provided further that such continuance is approved at least annually thereafter by a vote of a majority of the Trusts Trustees, who are not parties to such Agreement or interested persons of such a party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement will terminate with respect to a Fund without the payment of any penalty upon termination of the Investment Advisory Agreement relating to a Fund by either party thereto (accompanied by simultaneous notice to the Subadviser) or upon ten days written notice to the Subadviser that the Trustees of the Trust, the Investment Adviser or the shareholders by vote of a majority of the outstanding voting securities of the Fund, as provided by the 1940 Act, have terminated this Agreement. This Agreement may also be terminated by the Subadviser with respect to a Fund without penalty upon sixty days written notice to the Investment Adviser and the Trust.
This Agreement shall terminate automatically with respect to a Fund in the event of its assignment or, upon notice thereof to the Subadviser, the assignment of the Investment Advisory Agreement, unless its continuation thereafter is approved by the Board of Trustees of the Trust and the shareholders of the Fund if so required by the 1940 Act (in each case as the term assignment is defined in Section 2(a)(4) of the 1940 Act, subject to such exemptions as may be granted by the Securities and Exchange Commission (SEC) by any rule, regulation, order or interpretive guidance).
5. Subject to the oversight of the Board of Trustees of the Trust and the supervision of the Investment Adviser, the Subadviser will provide an investment program for the Allocated
Assets, including investment research and management with respect to securities and investments, including cash and cash equivalents, and will determine from time to time what securities and other investments will be purchased, retained or sold. The Subadviser will provide the services under this Agreement in accordance with each Funds investment objective, policies and restrictions as stated in the Prospectus, as provided to the Subadviser by the Investment Adviser. The Subadviser further agrees that, in all matters relating to the performance of this Agreement, it:
(a) shall act in conformity with the Trusts Declaration of Trust, By-Laws and currently effective registration statements under the 1940 Act and the Securities Act of 1933 and any amendments or supplements thereto (the Registration Statements) and with the written policies, procedures and guidelines of each Fund, and written instructions and directions of the Trustees of the Trust and shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940 and the rules thereunder, and all other applicable federal and state laws and regulations. The Trust agrees to provide Subadviser with copies of the Trusts Declaration of Trust, By-Laws, Registration Statements, written policies, procedures and guidelines, and written instructions and directions of the Trustees, and any amendments or supplements to any of them at, or, if practicable, before the time such materials, instructions or directives become effective;
(b) will pay expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction changes, if any) purchased for each Fund, provided that the Subadviser will not pay for or provide a credit with respect to any research provided to it in accordance with Section 5(c);
(c) will place orders pursuant to its investment determinations for each Fund either directly with any broker or dealer, or with the issuer. In placing orders with brokers or dealers, the Subadviser will attempt to obtain the best overall price and the most favorable execution of its orders. Subject to policies established by the Trustees of the Trust and communicated to the Subadviser, it is understood that the Subadviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of a Fund, or be in breach of any obligation owing to the Investment Adviser or the Trust or in respect of a Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Subadviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 and interpretive guidance issued by the SEC thereunder) provided by such member, broker or dealer, viewed in terms of that particular transaction or the Subadvisers overall responsibilities with respect to the accounts, including the Fund, as to which it exercises investment discretion;
(d) will review the daily valuation of securities comprising the Allocated Assets of each Fund as obtained on a daily basis by the Funds administrator and furnished by it to Subadviser, and will promptly notify the Trust and the Investment Adviser if the Subadviser believes that any such valuations may not properly reflect the market value of any securities owned by the Fund, provided , however , that the Subadviser is not required by this sub-paragraph
to obtain valuations of any such securities from brokers or dealers or otherwise, or to otherwise independently verify valuations of any such securities;
(e) unless otherwise instructed, will be responsible for voting all proxies of each Fund in accordance with the Proxy Voting Policies and Guidelines of Subadviser (the Proxy Policy), provided that such Proxy Policy and any amendments thereto are furnished to the Trust;
(f) will attend regular business and investment-related meetings with the Trusts Board of Trustees and the Investment Adviser if requested to do so by the Trust and/or the Investment Adviser, and at its expense, shall supply the Board, the officers of the Trust, and the Investment Adviser with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder; and
(g) will maintain books and records with respect to the securities transactions for the Allocated Assets of each Fund and proxy voting record for the Allocated Assets of the Fund, furnish to the Investment Adviser and the Trusts Board of Trustees such periodic and special reports as they may request with respect to the Fund, and provide in advance to the Investment Adviser all of the Subadvisers reports to the Trusts Board of Trustees for examination and review within a reasonable time prior to the Trusts Board meetings.
6. The Investment Adviser or its affiliates may, from time to time, engage other subadvisers to advise other series of the Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a Sub-Advised Fund). The Subadviser agrees that it will not consult with any other unaffiliated subadviser engaged by the Investment Adviser or its affiliates with respect to transactions in securities or other assets concerning a Fund or another Sub-Advised Fund, except to the extent permitted by the rules under the 1940 Act that permit certain transactions with a subadviser or its affiliates.
7. Subadviser agrees with respect to the services provided to each Fund that it:
(a) will promptly communicate to the Investment Adviser such information relating to Fund transactions as the officers and Trustees of the Trust may reasonably request and as communicated to the Subadviser; and
(b) will treat confidentially and as proprietary information of the Trust all records and other information relative to each Fund and its prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Trust, which approval may not be withheld where Subadviser is advised by counsel that the Subadviser may be exposed to civil or criminal contempt or other proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust).
8. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Subadviser acknowledges that all records which it maintains for the Trust are the property of the
Trust and agrees to surrender promptly to the Trust any of such records upon the Trusts request, provided , that Subadviser may retain copies thereof at its own expense. Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act relating to transactions placed by Subadviser for the Fund. Subadviser further agrees to maintain each Funds proxy voting record with respect to the Allocated Assets in a form mutually agreeable between the parties and which contains the information required by Form N-PX under the 1940 Act.
9. It is expressly understood and agreed that the services to be rendered by the Subadviser to the Investment Adviser under the provisions of this Agreement are not to be deemed to be exclusive, and the Subadviser shall be free to provide similar or different services to others so long as its ability to provide the services provided for in this Agreement shall not be materially impaired thereby. In addition, but without limiting any separate agreement between the Subadviser and the Investment Adviser to the contrary, nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
10. The Investment Adviser agrees that it will furnish currently to the Subadviser all information with reference to each Fund and the Trust that is reasonably necessary to permit the Subadviser to carry out its responsibilities under this Agreement, and the parties agree that they will from time to time consult and make appropriate arrangements as to specific information that is required under this paragraph and the frequency and manner with which it shall be supplied. Without limiting the generality of the foregoing, Investment Adviser will furnish to Subadviser procedures consistent with the Trusts contract with each Funds custodian from time to time (the Custodian ), and reasonably satisfactory to Subadviser, for consummation of portfolio transactions for each Fund by payment to or delivery by the Custodian of all cash and/or securities or other investments due to or from the Fund, and Subadviser shall not have possession or custody thereof or any responsibility or liability with respect to such custody. Upon giving proper instructions to the Custodian, Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.
11. The Subadviser and its directors, officers, stockholders, employees and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Adviser or the Trust in connection with any matters to which this Agreement relates or for any other act or omission in the performance by the Subadviser of its duties under this Agreement except that nothing herein contained shall be construed to protect the Subadviser against any liability by reason of the Subadvisers willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reckless disregard of its obligations or duties under this Agreement.
12. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. Except to the extent governed by federal law including the 1940 Act, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without applying the principles of conflicts of law thereunder.
13. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought. No amendment of this Agreement shall be effective with respect to the Trust until approved as required by applicable law.
14. Any notice to be given hereunder may be given by personal notification or by facsimile transmission, to the party specified at the address stated below:
To the Investment Adviser at:
Aston Asset Management, LLC
120 North LaSalle Street, 25th Floor
Chicago, Illinois 60602
Attn: Chief Executive Officer
Facsimile: (312) 268-1380
To the Subadviser at:
River Road Asset Management, LLC
Meidinger Tower, Suite 1600
462 South Fourth Street
Louisville, Kentucky 40202
Attn: President
Facsimile: (502) 371-4110
To a Fund or the Trust at:
Aston Funds
120 North LaSalle Street, 25th Floor
Chicago, Illinois 60602
Attn: President
Facsimile: (312) 268-1380
or addressed as such party may from time to time designate by notice to other parties in accordance herewith.
15. The Subadviser agrees that for any claim by it against a Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of a Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust.
[The Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the day and year first above written.
ASTON ASSET MANAGEMENT, LLC |
||
By: |
/s/ Stuart D. Bilton |
|
Name: |
Stuart D. Bilton |
|
Title: |
Chief Executive Officer |
RIVER ROAD ASSET MANAGEMENT, LLC | ||
By: |
/s/ Thomas D. Mueller |
|
Name: Thomas D. Mueller | ||
Title: Chief Operating Officer / Chief | ||
Compliance Officer |
SCHEDULE A
Fund |
Effective Date |
Initial Term |
||
ASTON/River Road Dividend All Cap Value Fund |
June 30, 2014 | December 31, 2015 | ||
ASTON/River Road Small Cap Value Fund |
June 30, 2014 | December 31, 2015 | ||
ASTON/River Road Select Value Fund |
June 30, 2014 | December 31, 2015 | ||
ASTON/River Road Long-Short Fund |
June 30, 2014 | December 31, 2015 |
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ASTON ASSET MANAGEMENT, LLC
AND RIVER ROAD ASSET MANAGEMENT, LLC
SUB-INVESTMENT ADVISORY AGREEMENT (the Agreement ) made this 30th day of June, 2014 by and between ASTON ASSET MANAGEMENT, LLC (hereinafter referred to as the Investment Adviser ) and RIVER ROAD ASSET MANAGEMENT, LLC (hereinafter referred to as the Subadviser ), which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.
W I T N E S S E T H :
WHEREAS, the Investment Adviser has been retained by Aston Funds, a Delaware statutory trust (the Trust ), a registered management investment company under the Investment Company Act of 1940, as amended (the 1940 Act ), to provide investment advisory services to the Trust with respect to certain series of the Trust set forth in Schedule A hereto as may be amended from time to time (hereinafter referred to as a Fund and, collectively, the Funds of the Trust);
WHEREAS, the Investment Adviser wishes to enter into a contract with the Subadviser to provide research, analysis, advice and recommendations with respect to the purchase and sale of securities, and make investment commitments with respect to such portion of the Funds assets as shall be allocated to the Subadviser by the Investment Adviser from time to time (the Allocated Assets ), subject to oversight by the Trustees of the Trust and the supervision of the Investment Adviser.
NOW THEREFORE, in consideration of the mutual agreements herein contained, and intending to be bound, the parties agree as follows:
1. In accordance with the Investment Advisory Agreement between the Trust and the Investment Adviser ( Investment Advisory Agreement ) with respect to the Funds, the Investment Adviser hereby appoints the Subadviser to act as subadviser with respect to the Allocated Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services set forth herein, for the compensation provided herein.
2. As compensation for the services enumerated herein, the Investment Adviser will pay the Subadviser a fee with respect to the Allocated Assets, which shall be calculated and payable monthly in arrears based on the average daily net assets of the Fund, in an amount equal to 50% of the positive difference, if any, of (x) the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before reduction of the fee payable to Subadviser) minus (y) the sum of: (i) any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, (ii) any reimbursement of expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (iii) any payments made by the Investment Adviser to third parties that provide distribution, shareholder services or similar services on behalf of the
Fund; provided that, if average daily net assets for a particular calendar month exceed $250 million, the Subadvisers compensation with respect to such month shall equal 50% of the positive difference, if any, of (x) the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before reduction of the fee payable to Subadviser) minus (y) the sum of: (i) any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund and (ii) any reimbursement of expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund. If the foregoing calculation results in a negative amount, such amount shall be payable by the Subadviser within 30 days of receipt of notice from the Investment Adviser, which notice shall include the basis for the calculation.
For the purposes of this Agreement, a Funds net assets shall be determined as provided in the Funds then-current Prospectus (as used herein, this term includes the related Statement of Additional Information).
If this Agreement shall become effective subsequent to the first day of a month, or shall terminate before the last day of a month, the Subadvisers compensation for such fraction of the month shall be prorated based on the number of calendar days of such month during which the Agreement is effective.
3. This Agreement shall become effective with respect to a Fund as of the date set forth opposite the Funds name as set forth on Schedule A hereto (the Effective Date ), provided that it has been approved by the Trustees of the Trust in accordance with the provisions of the 1940 Act and the rules thereunder and, if so required by the 1940 Act and the rules thereunder, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and the rules thereunder.
4. This Agreement shall continue in effect for the initial term set forth in Schedule A. It shall be renewed automatically thereafter with respect to a Fund by the Investment Adviser and the Subadviser for successive periods not exceeding one year, if and only if such renewal and continuance is specifically approved at least annually by the Board of Trustees of the Trust or by a vote of the majority of the outstanding voting securities of the Fund as prescribed by the 1940 Act and provided further that such continuance is approved at least annually thereafter by a vote of a majority of the Trusts Trustees, who are not parties to such Agreement or interested persons of such a party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement will terminate with respect to a Fund without the payment of any penalty upon termination of the Investment Advisory Agreement relating to the Fund by either party thereto (accompanied by simultaneous notice to the Subadviser) or upon sixty days written notice to the Subadviser that the Trustees of the Trust, the Investment Adviser or the shareholders by vote of a majority of the outstanding voting securities of the Fund, as provided by the 1940 Act, have terminated this Agreement. Notwithstanding the foregoing, this Agreement may be terminated upon less than sixty days notice to the Subadviser upon a material breach of this Agreement or if the Trustees determine that other circumstances have, or likely will have, a material adverse effect on the Subadvisers abilities to perform its obligations hereunder, including without limitation, notification of the departure of a portfolio manager of the Fund or other key personnel change. This Agreement
may also be terminated by the Subadviser with respect to a Fund without penalty upon sixty days written notice to the Investment Adviser and the Trust.
This Agreement shall terminate automatically with respect to a Fund in the event of its assignment or, upon notice thereof to the Subadviser, the assignment of the Investment Advisory Agreement, unless its continuation thereafter is approved by the Board of Trustees of the Trust and the shareholders of the Fund if so required by the 1940 Act (in each case as the term assignment is defined in Section 2(a)(4) of the 1940 Act, subject to such exemptions as may be granted by the Securities and Exchange Commission ( SEC ) by any rule, regulation, order or interpretive guidance).
5. Subject to the oversight of the Board of Trustees of the Trust and the Investment Adviser, the Subadviser will provide an investment program for the Allocated Assets, including investment research and management with respect to securities and investments, including cash and cash equivalents, and will determine from time to time what securities and other investments will be purchased, retained or sold. The Subadviser will provide the services under this Agreement in accordance with each Funds investment objective, policies and restrictions as stated in the Prospectus, as provided to the Subadviser by the Investment Adviser. The Subadviser further agrees that, in all matters relating to the performance of this Agreement, it:
(a) shall act in conformity with the Trusts Declaration of Trust, By-Laws and currently effective registration statements under the 1940 Act and the Securities Act of 1933 (the 1933 Act ) and any amendments or supplements thereto (the Registration Statements ) and with the written policies, procedures and guidelines of each Fund, and written instructions and directions of the Trustees of the Trust and shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940 (the Advisers Act ) and the rules thereunder, and all other applicable federal and state laws and regulations. The Trust agrees to provide Subadviser with copies of the Trusts Declaration of Trust, By-Laws, Registration Statements, written policies, procedures and guidelines, and written instructions and directions of the Trustees, and any amendments or supplements to any of them at, or, if practicable, before the time such materials, instructions or directives become effective;
(b) will maintain at all times during the term of this Agreement, in full force and effect, insurance, including without limitation errors and omissions insurance, with reputable insurance carriers, in such amounts, covering such risks and liabilities, and with such deductibles and self-insurance as are consistent with customary industry practice;
(c) will pay expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction changes, if any) purchased for each Fund, provided that the Subadviser will not pay for or provide a credit with respect to any research provided to it in accordance with Section 5(d);
(d) will place orders pursuant to its investment determinations for the Allocated Assets either directly with any broker or dealer, or with the issuer. In placing orders with brokers or dealers, the Subadviser will attempt to obtain the best overall price and the most favorable execution of its orders. Subject to policies established by the Trustees of the Trust and
communicated to the Subadviser, it is understood that the Subadviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of a Fund, or be in breach of any obligation owing to the Investment Adviser or the Trust or in respect of a Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Subadviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 and interpretive guidance issued by the SEC thereunder) provided by such member, broker or dealer, viewed in terms of that particular transaction or the Subadvisers overall responsibilities with respect to the accounts, including the Fund, as to which it exercises investment discretion;
(e) will review the daily valuation of securities comprising the Allocated Assets of each Fund as obtained on a daily basis by the Funds administrator and furnished by it to Subadviser, and will promptly notify the Trust and the Investment Adviser if the Subadviser believes that any such valuations may not properly reflect the market value of any securities owned by the Fund, provided , however , that the Subadviser is not required by this subparagraph to obtain valuations of any such securities from brokers or dealers or otherwise, or to otherwise independently verify valuations of any such securities;
(f) unless otherwise instructed, will be responsible for voting all proxies of the Allocated Assets in accordance with the Proxy Voting Policies and Guidelines of Subadviser (the Proxy Policy ), provided that such Proxy Policy and any amendments thereto are furnished to the Trust;
(g) will attend regular business and investment-related meetings with the Trusts Board of Trustees and the Investment Adviser if requested to do so by the Trust and/or the Investment Adviser, and at its expense, shall supply the Board, the officers of the Trust, and the Investment Adviser with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder;
(h) will maintain books and records with respect to the securities transactions for the Allocated Assets of each Fund and proxy voting record for the Allocated Assets of the Fund, furnish to the Investment Adviser and the Trusts Board of Trustees such periodic and special reports as they may request with respect to the Fund, and provide in advance to the Investment Adviser all of the Subadvisers reports to the Trusts Board of Trustees for examination and review within a reasonable time prior to the Trusts Board meetings; and
(i) will pay reasonable expenses incurred by the Trust for any matters related to any transaction or event relating to the Subadviser that is deemed to result in a change of control of the Subadviser or otherwise result in the assignment of the Sub-Investment Advisory Agreement under the 1940 Act.
6. The Investment Adviser or its affiliates may, from time to time, engage other subadvisers to advise other series of the Trust (or portions thereof) or other registered investment
companies (or series or portions thereof) that may be deemed to be under common control (each a Sub-Advised Fund ). The Subadviser agrees that it will not consult with any other subadviser engaged by the Investment Adviser or its affiliates with respect to transactions in securities or other assets concerning a Fund or another Sub-Advised Fund, except to the extent permitted by the rules under the 1940 Act that permit certain transactions with a subadviser or its affiliates.
7. Subadviser agrees with respect to the services provided to each Fund that:
(a) it will promptly communicate to the Investment Adviser such information relating to Fund transactions as the officers and Trustees of the Trust may reasonably request and as communicated to the Subadviser; and
(b) it will treat confidentially and as proprietary information of the Trust all records and other information relative to each Fund and its prior, present or potential shareholders ( Confidential Information ), will comply at all times with all applicable laws and regulations relating to the confidentiality of nonpublic personal information including the Gramm-Leach-Bliley Act or other federal or state privacy laws and the regulations promulgated thereunder, and will not use such Confidential Information for any purpose other than the performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Trust, which approval may not be withheld where Subadviser is advised by counsel that the Subadviser may be exposed to civil or criminal contempt or other proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust).
8. Each party represents and warrants to the other party that the execution, delivery and performance of this Agreement is within its powers and have been duly authorized by all necessary actions of its directors or members, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of either party for execution, delivery and performance of this Agreement, and the execution, delivery and performance by either party of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) such partys governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon such party.
9. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Subadviser acknowledges that all records which it maintains for the Trust are the property of the Trust and agrees to surrender promptly to the Trust any of such records upon the Trusts request, provided that Subadviser may retain copies thereof at its own expense. Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act relating to transactions placed by Subadviser for the Fund. Subadviser further agrees to maintain each Funds proxy voting record with respect to the Allocated Assets in a form mutually agreeable between the parties and which contains the information required by Form N-PX under the 1940 Act.
10. It is expressly understood and agreed that the services to be rendered by the Subadviser to the Investment Adviser under the provisions of this Agreement are not to be
deemed to be exclusive, and the Subadviser shall be free to provide similar or different services to others so long as its ability to provide the services provided for in this Agreement shall not be materially impaired thereby. In addition, but without limiting any separate agreement between the Subadviser and the Investment Adviser to the contrary, nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
11. The Investment Adviser agrees that it will furnish currently to the Subadviser all information with reference to each Fund and the Trust that is reasonably necessary to permit the Subadviser to carry out its responsibilities under this Agreement, and the parties agree that they will from time to time consult and make appropriate arrangements as to specific information that is required under this paragraph and the frequency and manner with which it shall be supplied. Without limiting the generality of the foregoing, Investment Adviser will furnish to Subadviser procedures consistent with the Trusts contract with each Funds custodian from time to time (the Custodian ), and reasonably satisfactory to Subadviser, for consummation of portfolio transactions for each Fund by payment to or delivery by the Custodian of all cash and/or securities or other investments due to or from the Fund, and Subadviser shall not have possession or custody thereof or any responsibility or liability with respect to such custody. Upon giving proper instructions to the Custodian, Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.
12. The Subadviser and its directors, officers, stockholders, employees and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Adviser or the Trust in connection with any matters to which this Agreement relates or for any other act or omission in the performance by the Subadviser of its duties under this Agreement except that nothing herein contained shall be construed to protect the Subadviser against any liability by reason of the Subadvisers willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reckless disregard of its obligations or duties under this Agreement.
13. Each party shall indemnify and hold harmless the other party and its respective control persons (as described in Section 15 of the 1933 Act) and their respective directors, stockholders, members and employees (collectively, Indemnitees ) against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and other expenses of investigating or defending any alleged loss, claim, damages or liabilities) to which any of the Indemnitees may become subject under the 1933 Act, the 1940 Act, or the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on (i) any willful misfeasance, bad faith, or gross negligence of the other party in the performance of, or reckless disregard of, any of its duties or obligations hereunder, or (ii) any material breach of this Agreement by the other party.
14. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. Except to the extent governed by federal law including the 1940 Act, this Agreement shall be
governed by, and construed in accordance with, the laws of the State of Delaware, without applying the principles of conflicts of law thereunder.
15. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought. No amendment of this Agreement shall be effective with respect to the Trust until approved as required by applicable law.
16. Any notice to be given hereunder may be given by personal notification or by facsimile transmission, to the party specified at the address stated below:
To the Investment Adviser at:
Aston Asset Management, LLC
120 N. LaSalle Street, 25th Floor
Chicago, IL 60602
Attn: Chief Executive Officer
Facsimile: (312) 268-1380
To the Subadviser at:
River Road Asset Management, LLC
462 South Fourth Street, Suite 1600
Louisville, KY 40202
Attn: Thomas D. Mueller, CCO/COO
Facsimile: (502) 371-4110
To a Fund or the Trust at:
Aston Funds
120 N. LaSalle Street, 25th Floor
Chicago, IL 60602
Attn: President
Facsimile: (312) 268-1380
or addressed as such party may from time to time designate by notice to other parties in accordance herewith.
17. The Subadviser agrees that for any claim by it against a Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of a Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust.
[The Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the day and year first above written.
ASTON ASSET MANAGEMENT, LLC |
||
By: |
/s/ Stuart D. Bilton |
|
Name: Stuart D. Bilton |
||
Title: Chief Executive Officer |
RIVER ROAD ASSET MANAGEMENT, LLC | ||
By: |
/s/ Thomas D. Mueller |
|
Name: Thomas D. Mueller | ||
Title: Chief Operating Officer / Chief Compliance Officer |
SCHEDULE A
Fund |
Effective Date |
Initial Term |
||
ASTON/River Road Dividend All Cap Value Fund II |
June 30, 2014 | December 31, 2015 |
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ASTON ASSET MANAGEMENT,
LLCAND RIVER ROAD ASSET MANAGEMENT, LLC
SUB-INVESTMENT ADVISORY AGREEMENT (the Agreement ) made this 30th day of June, 2014 by and between ASTON ASSET MANAGEMENT, LLC (hereinafter referred to as the Investment Adviser ) and RIVER ROAD ASSET MANAGEMENT, LLC (hereinafter referred to as the Subadviser ), which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.
W I T N E S S E T H :
WHEREAS, the Investment Adviser has been retained by Aston Funds, a Delaware statutory trust (the Trust ), a registered management investment company under the Investment Company Act of 1940, as amended (the 1940 Act ) to provide investment advisory services to the Trust with respect to certain series of the Trust set forth in Schedule A hereto as may be amended from time to time (hereinafter referred to as a Fund and collectively, the Funds of the Trust);
WHEREAS, the Investment Adviser wishes to enter into a contract with the Subadviser to provide research, analysis, advice and recommendations with respect to the purchase and sale of securities, and make investment commitments with respect to such portion of the Funds assets as shall be allocated to the Subadviser by the Investment Adviser from time to time (the Allocated Assets ), subject to oversight by the Trustees of the Trust and the supervision of the Investment Adviser.
NOW THEREFORE, in consideration of the mutual agreements herein contained, and intending to be bound, the parties agree as follows:
1. In accordance with the Investment Advisory Agreement between the Trust and the Investment Adviser (the Investment Advisory Agreement ) with respect to the Funds, the Investment Adviser hereby appoints the Subadviser to act as subadviser with respect to the Allocated Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services set forth herein, for the compensation provided herein.
2. As compensation for the services enumerated herein, the Investment Adviser will pay the Subadviser a fee with respect to the Allocated Assets, which shall be calculated and payable monthly in arrears based on the average daily net assets of the Fund, in an amount equal to 60% of the positive difference, if any, of (x) the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before reduction of the fee payable to Subadviser) minus (y) the sum of: (i) any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, (ii) any reimbursement of expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (iii) any payments made by the Investment Adviser to third parties that provide distribution, shareholder services or similar services on behalf of the
Fund. If the foregoing calculation results in a negative amount, such amount shall be payable by the Subadviser within 30 days of receipt of notice from the Investment Adviser, which notice shall include the basis for the calculation.
For the purposes of this Agreement, a Funds net assets shall be determined as provided in the Funds then-current Prospectus (as used herein this term includes the related Statement of Additional Information).
If this Agreement shall become effective subsequent to the first day of a month, or shall terminate before the last day of a month, the Subadvisers compensation for such fraction of the month shall be prorated based on the number of calendar days of such month during which the Agreement is effective.
3. This Agreement shall become effective with respect to a Fund as of the date set forth opposite the Funds name as set forth on Schedule A hereto (the Effective Date ), provided that it has been approved by the Trustees of the Trust in accordance with the provisions of the 1940 Act and the rules thereunder and, if so required by the 1940 Act and the rules thereunder, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and the rules thereunder.
4. This Agreement shall continue in effect for the initial term set forth in Schedule A. It shall be renewed automatically thereafter with respect to a Fund by the Investment Adviser and the Subadviser for successive periods not exceeding one year, if and only if such renewal and continuance is specifically approved at least annually by the Board of Trustees of the Trust or by a vote of the majority of the outstanding voting securities of the Fund as prescribed by the 1940 Act and provided further that such continuance is approved at least annually thereafter by a vote of a majority of the Trusts Trustees, who are not parties to such Agreement or interested persons of such a party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement will terminate with respect to a Fund without the payment of any penalty upon termination of the Investment Advisory Agreement relating to a Fund by either party thereto (accompanied by simultaneous notice to the Subadviser) or upon sixty days written notice to the Subadviser that the Trustees of the Trust, the Investment Adviser or the shareholders by vote of a majority of the outstanding voting securities of the Fund, as provided by the 1940 Act, have terminated this Agreement. This Agreement may also be terminated by the Subadviser with respect to a Fund without penalty upon sixty days written notice to the Investment Adviser and the Trust.
This Agreement shall terminate automatically with respect to a Fund in the event of its assignment or, upon notice thereof to the Subadviser, the assignment of the Investment Advisory Agreement, unless its continuation thereafter is approved by the Board of Trustees of the Trust and the shareholders of the Fund if so required by the 1940 Act (in each case as the term assignment is defined in Section 2(a)(4) of the 1940 Act, subject to such exemptions as may be granted by the Securities and Exchange Commission (SEC) by any rule, regulation, order or interpretive guidance).
5. Subject to the oversight of the Board of Trustees of the Trust and the Investment Adviser, the Subadviser will provide an investment program for the Allocated Assets, including
investment research and management with respect to securities and investments, including cash and cash equivalents, and will determine from time to time what securities and other investments will be purchased, retained or sold. The Subadviser will provide the services under this Agreement in accordance with each Funds investment objective, policies and restrictions as stated in the Prospectus, as provided to the Subadviser by the Investment Adviser. The Subadviser further agrees that, in all matters relating to the performance of this Agreement, it:
(a) shall act in conformity with the Trusts Declaration of Trust, By-Laws and currently effective registration statements under the 1940 Act and the Securities Act of 1933 and any amendments or supplements thereto (the Registration Statements) and with the written policies, procedures and guidelines of each Fund, and written instructions and directions of the Trustees of the Trust and shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940 and the rules thereunder, and all other applicable federal and state laws and regulations. The Trust agrees to provide Subadviser with copies of the Trusts Declaration of Trust, By-Laws, Registration Statements, written policies, procedures and guidelines, and written instructions and directions of the Trustees, and any amendments or supplements to any of them at, or, if practicable, before the time such materials, instructions or directives become effective;
(b) will pay expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction changes, if any) purchased for each Fund, provided that the Subadviser will not pay for or provide a credit with respect to any research provided to it in accordance with Section 5(c);
(c) will place orders pursuant to its investment determinations for the Allocated Assets either directly with any broker or dealer, or with the issuer. In placing orders with brokers or dealers, the Subadviser will attempt to obtain the best overall price and the most favorable execution of its orders. Subject to policies established by the Trustees of the Trust and communicated to the Subadviser, it is understood that the Subadviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of a Fund, or be in breach of any obligation owing to the Investment Adviser or the Trust or in respect of a Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Subadviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 and interpretive guidance issued by the SEC thereunder) provided by such member, broker or dealer, viewed in terms of that particular transaction or the Subadvisers overall responsibilities with respect to the accounts, including the Fund, as to which it exercises investment discretion;
(d) will review the daily valuation of securities comprising the Allocated Assets of each Fund as obtained on a daily basis by the Funds administrator and furnished by it to Subadviser, and will promptly notify the Trust and the Investment Adviser if the Subadviser believes that any such valuations may not properly reflect the market value of any securities owned by the Fund, provided , however , that the Subadviser is not required by this sub-paragraph
to obtain valuations of any such securities from brokers or dealers or otherwise, or to otherwise independently verify valuations of any such securities;
(e) unless otherwise instructed, will be responsible for voting all proxies of the Allocated Assets in accordance with the Proxy Voting Policies and Guidelines of Subadviser (the Proxy Policy), provided that such Proxy Policy and any amendments thereto are furnished to the Trust;
(f) will attend regular business and investment-related meetings with the Trusts Board of Trustees and the Investment Adviser if requested to do so by the Trust and/or the Investment Adviser, and at its expense, shall supply the Board, the officers of the Trust, and the Investment Adviser with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder;
(g) will maintain books and records with respect to the securities transactions for the Allocated Assets of each Fund and proxy voting record for the Allocated Assets of the Fund, furnish to the Investment Adviser and the Trusts Board of Trustees such periodic and special reports as they may request with respect to the Fund, and provide in advance to the Investment Adviser all of the Subadvisers reports to the Trusts Board of Trustees for examination and review within a reasonable time prior to the Trusts Board meetings; and
(h) will pay reasonable expenses incurred by the Trust for any matters related to any transaction or event relating to the Subadviser that is deemed to result in a change of control of the Subadviser or otherwise result in the assignment of the Sub-Investment Advisory Agreement under the 1940 Act.
6. The Investment Adviser or its affiliates may, from time to time, engage other subadvisers to advise other series of the Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a Sub-Advised Fund). The Subadviser agrees that it will not consult with any other subadviser engaged by the Investment Adviser or its affiliates with respect to transactions in securities or other assets concerning a Fund or another Sub-Advised Fund, except to the extent permitted by the rules under the 1940 Act that permit certain transactions with a subadviser or its affiliates.
7. Subadviser agrees with respect to the services provided to each Fund that it:
(a) will promptly communicate to the Investment Adviser such information relating to Fund transactions as the officers and Trustees of the Trust may reasonably request and as communicated to the Subadviser; and
(b) will treat confidentially and as proprietary information of the Trust all records and other information relative to each Fund and its prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Trust, which approval may not be withheld where Subadviser is advised by counsel that the Subadviser may be exposed to civil or criminal contempt or other
proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust).
8. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Subadviser acknowledges that all records which it maintains for the Trust are the property of the Trust and agrees to surrender promptly to the Trust any of such records upon the Trusts request, provided , that Subadviser may retain copies thereof at its own expense. Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act relating to transactions placed by Subadviser for the Fund. Subadviser further agrees to maintain each Funds proxy voting record with respect to the Allocated Assets in a form mutually agreeable between the parties and which contains the information required by Form N-PX under the 1940 Act.
9. It is expressly understood and agreed that the services to be rendered by the Subadviser to the Investment Adviser under the provisions of this Agreement are not to be deemed to be exclusive, and the Subadviser shall be free to provide similar or different services to others so long as its ability to provide the services provided for in this Agreement shall not be materially impaired thereby. In addition, but without limiting any separate agreement between the Subadviser and the Investment Adviser to the contrary, nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
10. The Investment Adviser agrees that it will furnish currently to the Subadviser all information with reference to each Fund and the Trust that is reasonably necessary to permit the Subadviser to carry out its responsibilities under this Agreement, and the parties agree that they will from time to time consult and make appropriate arrangements as to specific information that is required under this paragraph and the frequency and manner with which it shall be supplied. Without limiting the generality of the foregoing, Investment Adviser will furnish to Subadviser procedures consistent with the Trusts contract with each Funds custodian from time to time (the Custodian ), and reasonably satisfactory to Subadviser, for consummation of portfolio transactions for each Fund by payment to or delivery by the Custodian of all cash and/or securities or other investments due to or from the Fund, and Subadviser shall not have possession or custody thereof or any responsibility or liability with respect to such custody. Upon giving proper instructions to the Custodian, Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.
11. The Subadviser and its directors, officers, stockholders, employees and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Adviser or the Trust in connection with any matters to which this Agreement relates or for any other act or omission in the performance by the Subadviser of its duties under this Agreement except that nothing herein contained shall be construed to protect the Subadviser against any liability by reason of the Subadvisers willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reckless disregard of its obligations or duties under this Agreement.
12. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. Except to the extent governed by federal law including the 1940 Act, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without applying the principles of conflicts of law thereunder.
13. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought. No amendment of this Agreement shall be effective with respect to the Trust until approved as required by applicable law.
14. Any notice to be given hereunder may be given by personal notification or by facsimile transmission, to the party specified at the address stated below:
To the Investment Adviser at:
Aston Asset Management, LLC
120 N. LaSalle St., 25th Floor
Chicago, Illinois 60602
Attn: Chief Executive Officer
Facsimile: (312) 268-1380
To the Subadviser at:
River Road Asset Management, LLC
462 South Fourth Street, Suite 1600
Louisville, KY 40202
Attn: Thomas D. Mueller, CCO/COO
Facsimile: (502) 371-4110
To a Fund or the Trust at:
Aston Funds
120 N. LaSalle St., 25th Floor
Chicago, Illinois 60602
Attn: President
Facsimile: (312) 268-1380
or addressed as such party may from time to time designate by notice to other parties in accordance herewith.
15. The Subadviser agrees that for any claim by it against a Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of a Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the day and year first above written.
ASTON ASSET MANAGEMENT, LLC |
||
By: |
/s/ Stuart D. Bilton |
|
Name: Stuart D. Bilton |
||
Title: Chief Executive Officer |
RIVER ROAD ASSET MANAGEMENT, LLC |
||
By: |
/s/ Thomas D. Mueller |
|
Name: Thomas D. Mueller |
||
Title: Chief Operating Officer / Chief Compliance Officer |
SCHEDULE A
Fund |
Effective Date |
Initial Term |
||
ASTON/River Road Independent Value Fund |
June 30, 2014 | December 31, 2015 |
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ASTON ASSET MANAGEMENT,
LLC AND TAPLIN, CANIDA & HABACHT, LLC
SUB-INVESTMENT ADVISORY AGREEMENT (the Agreement ) made this 30th day of May, 2014 by and between ASTON ASSET MANAGEMENT, LLC (hereinafter referred to as the Investment Adviser ) and TAPLIN, CANIDA & HABACHT, LLC (hereinafter referred to as the Subadviser ), which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.
W I T N E S S E T H :
WHEREAS, the Investment Adviser has been retained by Aston Funds, a Delaware statutory trust (the Trust ), a registered management investment company under the Investment Company Act of 1940, as amended (the 1940 Act ) to provide investment advisory services to the Trust with respect to certain series of the Trust set forth in Schedule A hereto as may be amended from time to time (hereinafter referred to as a Fund and collectively, the Funds of the Trust);
WHEREAS, the Investment Adviser wishes to enter into a contract with the Subadviser to provide research, analysis, advice and recommendations with respect to the purchase and sale of securities, and make investment commitments with respect to such portion of the Funds assets as shall be allocated to the Subadviser by the Investment Adviser from time to time (the Allocated Assets ), subject to oversight by the Trustees of the Trust and the supervision of the Investment Adviser.
NOW THEREFORE, in consideration of the mutual agreements herein contained, and intending to be bound, the parties agree as follows:
1. In accordance with the Investment Advisory Agreement between the Trust and the Investment Adviser ( Investment Advisory Agreement ) with respect to the Funds, the Investment Adviser hereby appoints the Subadviser to act as subadviser with respect to the Allocated Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services set forth herein, for the compensation provided herein.
2. As compensation for the services enumerated herein, the Investment Adviser will pay the Subadviser a fee with respect to the Allocated Assets, which shall be calculated and payable monthly in arrears based on the average daily net assets of the Fund, in an amount equal to 50% of the positive difference, if any, of (x) the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before reduction of the fee payable to Subadviser) minus (y) the sum of: (i) any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, (ii) any reimbursement of expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (iii) any payments made by the Investment Adviser
to third parties that provide distribution, shareholder services or similar services on behalf of the Fund.
For the purposes of this Agreement, a Funds net assets shall be determined as provided in the Funds then-current Prospectus (as used herein this term includes the related Statement of Additional Information).
If this Agreement shall become effective subsequent to the first day of a month, or shall terminate before the last day of a month, the Subadvisers compensation for such fraction of the month shall be prorated based on the number of calendar days of such month during which the Agreement is effective.
3. This Agreement shall become effective with respect to a Fund as of the date set forth opposite the Funds name as set forth on Schedule A hereto (the Effective Date ), provided that it has been approved by the Trustees of the Trust in accordance with the provisions of the 1940 Act and the rules thereunder and, if so required by the 1940 Act and the rules thereunder, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and the rules thereunder.
4. This Agreement shall continue in effect for the initial term set forth in Schedule A. It shall be renewed automatically thereafter with respect to a Fund by the Investment Adviser and the Subadviser for successive periods not exceeding one year, if and only if such renewal and continuance is specifically approved at least annually by the Board of Trustees of the Trust or by a vote of the majority of the outstanding voting securities of the Fund as prescribed by the 1940 Act and provided further that such continuance is approved at least annually thereafter by a vote of a majority of the Trusts Trustees, who are not parties to such Agreement or interested persons of such a party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement will terminate with respect to a Fund without the payment of any penalty upon termination of the Investment Advisory Agreement relating to a Fund by either party thereto (accompanied by simultaneous notice to the Subadviser) or upon sixty days written notice to the Subadviser that the Trustees of the Trust, the Investment Adviser or the shareholders by vote of a majority of the outstanding voting securities of the Fund, as provided by the 1940 Act, have terminated this Agreement. This Agreement may also be terminated by the Subadviser with respect to a Fund without penalty upon sixty days written notice to the Investment Adviser and the Trust.
This Agreement shall terminate automatically with respect to a Fund in the event of its assignment or, upon notice thereof to the Subadviser, the assignment of the Investment Advisory Agreement, unless its continuation thereafter is approved by the Board of Trustees of the Trust and the shareholders of the Fund if so required by the 1940 Act (in each case as the term assignment is defined in Section 2(a)(4) of the 1940 Act, subject to such exemptions as may be granted by the Securities and Exchange Commission (SEC) by any rule, regulation, order or interpretive guidance).
5. Subject to the oversight of the Board of Trustees of the Trust and the Investment Adviser, the Subadviser will provide an investment program for the Allocated Assets, including investment research and management with respect to securities and investments, including cash
and cash equivalents, and will determine from time to time what securities and other investments will be purchased, retained or sold. The Subadviser will provide the services under this Agreement in accordance with each Funds investment objective, policies and restrictions as stated in the Prospectus, as provided to the Subadviser by the Investment Adviser. The Subadviser further agrees that, in all matters relating to the performance of this Agreement, it:
(a) shall act in conformity with the Trusts Declaration of Trust, By-Laws and currently effective registration statements under the 1940 Act and the Securities Act of 1933 and any amendments or supplements thereto (the Registration Statements) and with the written policies, procedures and guidelines of each Fund, and written instructions and directions of the Trustees of the Trust and shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940 and the rules thereunder, and all other applicable federal and state laws and regulations. The Trust agrees to provide Subadviser with copies of the Trusts Declaration of Trust, By-Laws, Registration Statements, written policies, procedures and guidelines, and written instructions and directions of the Trustees, and any amendments or supplements to any of them at, or, if practicable, before the time such materials, instructions or directives become effective;
(b) will pay expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction changes, if any) purchased for each Fund, provided that the Subadviser will not pay for or provide a credit with respect to any research provided to it in accordance with Section 5(c);
(c) will place orders pursuant to its investment determinations for the Allocated Assets either directly with any broker or dealer, or with the issuer. In placing orders with brokers or dealers, the Subadviser will attempt to obtain the best overall price and the most favorable execution of its orders. Subject to policies established by the Trustees of the Trust and communicated to the Subadviser, it is understood that the Subadviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of a Fund, or be in breach of any obligation owing to the Investment Adviser or the Trust or in respect of a Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Subadviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 and interpretive guidance issued by the SEC thereunder) provided by such member, broker or dealer, viewed in terms of that particular transaction or the Subadvisers overall responsibilities with respect to the accounts, including the Fund, as to which it exercises investment discretion;
(d) will review the daily valuation of securities comprising the Allocated Assets of each Fund as obtained on a daily basis by the Funds administrator and furnished by it to Subadviser, and will promptly notify the Trust and the Investment Adviser if the Subadviser believes that any such valuations may not properly reflect the market value of any securities owned by the Fund, provided , however , that the Subadviser is not required by this sub-paragraph to obtain valuations of any such securities from brokers or dealers or otherwise, or to otherwise independently verify valuations of any such securities;
(e) unless otherwise instructed, will be responsible for voting all proxies of the Allocated Assets in accordance with the Proxy Voting Policies and Guidelines of Subadviser (the Proxy Policy), provided that such Proxy Policy and any amendments thereto are furnished to the Trust;
(f) will attend regular business and investment-related meetings with the Trusts Board of Trustees and the Investment Adviser if requested to do so by the Trust and/or the Investment Adviser, and at its expense, shall supply the Board, the officers of the Trust, and the Investment Adviser with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder; and
(g) will maintain books and records with respect to the securities transactions for the Allocated Assets of each Fund and proxy voting record for the Allocated Assets of the Fund, furnish to the Investment Adviser and the Trusts Board of Trustees such periodic and special reports as they may request with respect to the Fund, and provide in advance to the Investment Adviser all of the Subadvisers reports to the Trusts Board of Trustees for examination and review within a reasonable time prior to the Trusts Board meetings.
6. The Investment Adviser or its affiliates may, from time to time, engage other subadvisers to advise other series of the Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a Sub-Advised Fund). The Subadviser agrees that it will not consult with any other subadviser engaged by the Investment Adviser or its affiliates with respect to transactions in securities or other assets concerning a Fund or another Sub-Advised Fund, except to the extent permitted by the rules under the 1940 Act that permit certain transactions with a subadviser or its affiliates.
7. Subadviser agrees with respect to the services provided to each Fund that it:
(a) will promptly communicate to the Investment Adviser such information relating to Fund transactions as the officers and Trustees of the Trust may reasonably request and as communicated to the Subadviser; and
(b) will treat confidentially and as proprietary information of the Trust all records and other information relative to each Fund and its prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Trust, which approval may not be withheld where Subadviser is advised by counsel that the Subadviser may be exposed to civil or criminal contempt or other proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust).
8. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Subadviser acknowledges that all records which it maintains for the Trust are the property of the Trust and agrees to surrender promptly to the Trust any of such records upon the Trusts request, provided , that Subadviser may retain copies thereof at its own expense. Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records
required to be maintained by Rule 31a-1 under the 1940 Act relating to transactions placed by Subadviser for the Fund. Subadviser further agrees to maintain each Funds proxy voting record with respect to the Allocated Assets in a form mutually agreeable between the parties and which contains the information required by Form N-PX under the 1940 Act.
9. It is expressly understood and agreed that the services to be rendered by the Subadviser to the Investment Adviser under the provisions of this Agreement are not to be deemed to be exclusive, and the Subadviser shall be free to provide similar or different services to others so long as its ability to provide the services provided for in this Agreement shall not be materially impaired thereby. In addition, but without limiting any separate agreement between the Subadviser and the Investment Adviser to the contrary, nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
10. The Investment Adviser agrees that it will furnish currently to the Subadviser all information with reference to each Fund and the Trust that is reasonably necessary to permit the Subadviser to carry out its responsibilities under this Agreement, and the parties agree that they will from time to time consult and make appropriate arrangements as to specific information that is required under this paragraph and the frequency and manner with which it shall be supplied. Without limiting the generality of the foregoing, Investment Adviser will furnish to Subadviser procedures consistent with the Trusts contract with each Funds custodian from time to time (the Custodian ), and reasonably satisfactory to Subadviser, for consummation of portfolio transactions for each Fund by payment to or delivery by the Custodian of all cash and/or securities or other investments due to or from the Fund, and Subadviser shall not have possession or custody thereof or any responsibility or liability with respect to such custody. Upon giving proper instructions to the Custodian, Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.
11. The Subadviser and its directors, officers, stockholders, employees and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Adviser or the Trust in connection with any matters to which this Agreement relates or for any other act or omission in the performance by the Subadviser of its duties under this Agreement except that nothing herein contained shall be construed to protect the Subadviser against any liability by reason of the Subadvisers willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reckless disregard of its obligations or duties under this Agreement.
12. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. Except to the extent governed by federal law including the 1940 Act, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without applying the principles of conflicts of law thereunder.
13. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought. No amendment of this Agreement shall be effective with respect to the Trust until approved as required by applicable law.
14. Any notice to be given hereunder may be given by personal notification or by facsimile transmission, to the party specified at the address stated below:
To the Investment Adviser at:
Aston Asset Management, LLC
120 N. LaSalle Street, 25th Floor
Chicago, Illinois 60602
Attn: Chief Executive Officer
Facsimile: (312) 268-1380
To the Subadviser at:
Taplin, Canida & Habacht, LLC
1001 Brickell Bay Drive, Suite 2100
Miami, Florida 33131
Attn: President
Facsimile: (305) 379-4452
To a Fund or the Trust at:
Aston Funds
120 N. LaSalle Street, 25th Floor
Chicago, Illinois 60602
Attn: President
Facsimile: (312) 268-1380
or addressed as such party may from time to time designate by notice to other parties in accordance herewith.
15. The Subadviser agrees that for any claim by it against a Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of a Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust.
[The Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the day and year first above written.
ASTON ASSET MANAGEMENT, LLC |
||
By: |
/s/ Stuart D. Bilton |
|
Name: Stuart D. Bilton |
||
Title: Chief Executive Officer |
||
TAPLIN, CANIDA & HABACHT, LLC |
||
By: |
/s/ Tere A. Canida |
|
Name: Tere A. Canida |
||
Title: |
SCHEDULE A
Fund |
Effective Date |
Initial Term |
||
ASTON/TCH Fixed Income Fund |
May 30, 2014 | December 31, 2015 |
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ASTON ASSET MANAGEMENT, LLC
AND BARING INTERNATIONAL INVESTMENT LIMITED
SUB-INVESTMENT ADVISORY AGREEMENT (the Agreement ) made this 30th day of May, 2014 by and between ASTON ASSET MANAGEMENT, LLC (hereinafter referred to as the Investment Adviser ) and BARING INTERNATIONAL INVESTMENT LIMITED (hereinafter referred to as the Subadviser ), which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.
W I T N E S S E T H :
WHEREAS, the Investment Adviser has been retained by Aston Funds, a Delaware statutory trust (the Trust ), a registered management investment company under the Investment Company Act of 1940, as amended (the 1940 Act ) to provide investment advisory services to the Trust with respect to certain series of the Trust set forth in Schedule A hereto as may be amended from time to time (hereinafter referred to as a Fund and collectively, the Funds of the Trust);
WHEREAS, the Investment Adviser wishes to enter into a contract with the Subadviser to provide research, analysis, advice and recommendations with respect to the purchase and sale of securities, and make investment commitments with respect to such portion of the Funds assets as shall be allocated to the Subadviser by the Investment Adviser from time to time (the Allocated Assets ), subject to oversight by the Trustees of the Trust and the supervision of the Investment Adviser.
NOW THEREFORE, in consideration of the mutual agreements herein contained, and intending to be bound, the parties agree as follows:
1. In accordance with the Investment Advisory Agreement between the Trust and the Investment Adviser ( Investment Advisory Agreement ) with respect to the Funds, the Investment Adviser hereby appoints the Subadviser to act as subadviser with respect to the Allocated Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services set forth herein, for the compensation provided herein.
2. As compensation for the services enumerated herein, the Investment Adviser will pay the Subadviser a fee with respect to the Allocated Assets, which shall be calculated and payable monthly in arrears based on the average daily net assets of the Fund, in an amount equal to 50% of the positive difference, if any, of (x) the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before reduction of the fee payable to Subadviser) minus (y) the sum of: (i) any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, (ii) any reimbursement of expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (iii) any payments made by the Investment Adviser to third parties that provide distribution, shareholder services or similar services on behalf of the
Fund. The Investment Adviser shall furnish to the Subadviser, in a form mutually agreed upon by the parties, such information or reports as are necessary to evidence the calculation of the fees pursuant to this Section.
For the purposes of this Agreement, a Funds net assets shall be determined as provided in the Funds then-current Prospectus (as used herein this term includes the related Statement of Additional Information).
If this Agreement shall become effective subsequent to the first day of a month, or shall terminate before the last day of a month, the Subadvisers compensation for such fraction of the month shall be prorated based on the number of calendar days of such month during which the Agreement is effective.
3. This Agreement shall become effective with respect to a Fund as of the date set forth opposite the Funds name as set forth on Schedule A hereto (the Effective Date ), provided that it has been approved by the Trustees of the Trust in accordance with the provisions of the 1940 Act and the rules thereunder and, if so required by the 1940 Act and the rules thereunder, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and the rules thereunder.
4. This Agreement shall continue in effect for the initial term set forth in Schedule A. It shall be renewed automatically thereafter with respect to a Fund by the Investment Adviser and the Subadviser for successive periods not exceeding one year, if and only if such renewal and continuance is specifically approved at least annually by the Board of Trustees of the Trust or by a vote of the majority of the outstanding voting securities of the Fund as prescribed by the 1940 Act and provided further that such continuance is approved at least annually thereafter by a vote of a majority of the Trusts Trustees, who are not parties to such Agreement or interested persons of such a party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement will terminate with respect to a Fund without the payment of any penalty upon termination of the Investment Advisory Agreement relating to a Fund by either party thereto (accompanied by simultaneous notice to the Subadviser) or upon sixty days written notice to the Subadviser that the Trustees of the Trust, the Investment Adviser or the shareholders by vote of a majority of the outstanding voting securities of the Fund, as provided by the 1940 Act, have terminated this Agreement. This Agreement may also be terminated by the Subadviser with respect to a Fund without penalty upon sixty days written notice to the Investment Adviser and the Trust.
This Agreement shall terminate automatically with respect to a Fund in the event of its assignment or, upon notice thereof to the Subadviser, the assignment of the Investment Advisory Agreement, unless its continuation thereafter is approved by the Board of Trustees of the Trust and the shareholders of the Fund if so required by the 1940 Act (in each case as the term assignment is defined in Section 2(a)(4) of the 1940 Act, subject to such exemptions as may be granted by the Securities and Exchange Commission (SEC) by any rule, regulation, order or interpretive guidance).
5. Subject to the oversight of the Board of Trustees of the Trust and the Investment Adviser, the Subadviser will provide an investment program for the Allocated Assets, including
investment research and management with respect to securities and investments, including cash and cash equivalents, and will determine from time to time what securities and other investments will be purchased, retained or sold. The Subadviser will provide the services under this Agreement in accordance with each Funds investment objective, policies and restrictions as stated in the Prospectus, as provided to the Subadviser by the Investment Adviser. The Subadviser further agrees that, in all matters relating to the performance of this Agreement, it:
(a) shall act in conformity with the Trusts Declaration of Trust, By-Laws and currently effective registration statements under the 1940 Act and the Securities Act of 1933 and any amendments or supplements thereto (the Registration Statements) and with the written policies, procedures and guidelines of each Fund, and written instructions and directions of the Trustees of the Trust and shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940 and the rules thereunder, and all other applicable federal and state laws and regulations. The Trust agrees to provide Subadviser with copies of the Trusts Declaration of Trust, By-Laws, Registration Statements, written policies, procedures and guidelines, and written instructions and directions of the Trustees, and any amendments or supplements to any of them at, or, if practicable, before the time such materials, instructions or directives become effective;
(b) will pay expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction changes, if any) purchased for each Fund, provided that the Subadviser will not pay for or provide a credit with respect to any research provided to it in accordance with Section 5(c). The Subadviser shall not be responsible for the Funds or Advisers expenses, which shall include, but not be limited to, organizational and offering expenses; expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Funds custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Funds portfolio securities; fees and expenses of Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses;
(c) will place orders pursuant to its investment determinations for the Allocated Assets either directly with any broker or dealer, or with the issuer. In placing orders with brokers or dealers, the Subadviser will attempt to obtain the best overall price and the most favorable execution of its orders. Subject to policies established by the Trustees of the Trust and communicated to the Subadviser, it is understood that the Subadviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of a Fund, or be in breach of any obligation owing to the Investment Adviser or the Trust or in respect of a Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Subadviser determines in good faith that the
commission paid was reasonable in relation to the brokerage or research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 and interpretive guidance issued by the SEC thereunder) provided by such member, broker or dealer, viewed in terms of that particular transaction or the Subadvisers overall responsibilities with respect to the accounts, including the Fund, as to which it exercises investment discretion;
(d) will periodically review the valuation of securities comprising the Allocated Assets of each Fund as obtained by the Funds administrator and furnished by it to Subadviser, and will promptly notify the Trust and the Investment Adviser if the Subadviser believes that any such valuations may not properly reflect the market value of any securities owned by the Fund, provided , however , that the Subadviser is not required by this sub-paragraph to obtain valuations of any such securities from brokers or dealers or otherwise, or to otherwise independently verify valuations of any such securities;
(e) unless otherwise instructed, will be responsible for voting all proxies of the Allocated Assets in accordance with the Proxy Voting Policies and Guidelines of Subadviser (the Proxy Policy), provided that such Proxy Policy and any amendments thereto are furnished to the Trust;
(f) will attend regular business and investment-related meetings with the Trusts Board of Trustees and the Investment Adviser if requested to do so by the Trust and/or the Investment Adviser, and at its expense, shall supply the Board, the officers of the Trust, and the Investment Adviser with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder; and
(g) will maintain books and records with respect to the securities transactions for the Allocated Assets of each Fund and proxy voting record for the Allocated Assets of the Fund, furnish to the Investment Adviser and the Trusts Board of Trustees such periodic and special reports as they may request with respect to the Fund, and provide in advance to the Investment Adviser all of the Subadvisers reports to the Trusts Board of Trustees for examination and review within a reasonable time prior to the Trusts Board meetings.
6. The Investment Adviser or its affiliates may, from time to time, engage other subadvisers to advise other series of the Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a Sub-Advised Fund). The Subadviser agrees that it will not consult with any other subadviser engaged by the Investment Adviser or its affiliates with respect to transactions in securities or other assets concerning a Fund or another Sub-Advised Fund, except to the extent permitted by the rules under the 1940 Act that permit certain transactions with a subadviser or its affiliates.
7. Subadviser agrees with respect to the services provided to each Fund that it:
(a) will promptly communicate to the Investment Adviser such information relating to Fund transactions as the officers and Trustees of the Trust may reasonably request and as communicated to the Subadviser; and
(b) will treat confidentially and as proprietary information of the Trust all records and other information relative to each Fund and its prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Trust, which approval may not be withheld where Subadviser is advised by counsel that the Subadviser may be exposed to civil or criminal contempt or other proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust).
8. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Subadviser acknowledges that all records which it maintains for the Trust are the property of the Trust and agrees to surrender promptly to the Trust any of such records upon the Trusts request, provided , that Subadviser may retain copies thereof at its own expense. Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act relating to transactions placed by Subadviser for the Fund. Subadviser further agrees to maintain each Funds proxy voting record with respect to the Allocated Assets in a form mutually agreeable between the parties and which contains the information required by Form N-PX under the 1940 Act.
9. It is expressly understood and agreed that the services to be rendered by the Subadviser to the Investment Adviser under the provisions of this Agreement are not to be deemed to be exclusive, and the Subadviser shall be free to provide similar or different services to others so long as its ability to provide the services provided for in this Agreement shall not be materially impaired thereby. In addition, but without limiting any separate agreement between the Subadviser and the Investment Adviser to the contrary, nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
10. The Investment Adviser agrees that it will furnish currently to the Subadviser all information with reference to each Fund and the Trust that is reasonably necessary to permit the Subadviser to carry out its responsibilities under this Agreement, and the parties agree that they will from time to time consult and make appropriate arrangements as to specific information that is required under this paragraph and the frequency and manner with which it shall be supplied. Without limiting the generality of the foregoing, Investment Adviser will furnish to Subadviser procedures consistent with the Trusts contract with each Funds custodian from time to time (the Custodian ), and reasonably satisfactory to Subadviser, for consummation of portfolio transactions for each Fund by payment to or delivery by the Custodian of all cash and/or securities or other investments due to or from the Fund, and Subadviser shall not have possession or custody thereof or any responsibility or liability with respect to such custody. Upon giving proper instructions to the Custodian, Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.
11. The Subadviser and its directors, officers, stockholders, employees and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Adviser or the Trust in connection with any matters to which this Agreement relates
or for any other act or omission in the performance by the Subadviser of its duties under this Agreement except that nothing herein contained shall be construed to protect the Subadviser against any liability by reason of the Subadvisers willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reckless disregard of its obligations or duties under this Agreement.
12. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. Except to the extent governed by federal law including the 1940 Act, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without applying the principles of conflicts of law thereunder.
13. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought. No amendment of this Agreement shall be effective with respect to the Trust until approved as required by applicable law.
14. Any notice to be given hereunder may be given by personal notification or by facsimile transmission, to the party specified at the address stated below:
To the Investment Adviser at:
Aston Asset Management, LLC
120 North LaSalle Street, 25th Floor
Chicago, Illinois 60602
Attn: Chief Executive Officer
Facsimile: (312) 268-1380
To the Subadviser at:
Baring International Investment Limited
c/o Baring Asset Management, Inc.
Independence Wharf
470 Atlantic Avenue
Boston, Massachusetts 02210-2208
Attn: Client Service Department
Facsimile: (617) 946-5238
To a Fund or the Trust at:
Aston Funds
120 North LaSalle Street, 25th Floor
Chicago, Illinois 60602
Attn: President
Facsimile: (312) 268-1380
or addressed as such party may from time to time designate by notice to other parties in accordance herewith.
15. The Subadviser agrees that for any claim by it against a Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of a Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust.
[The Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the day and year first above written.
ASTON ASSET MANAGEMENT, LLC |
||
By: |
/s/ Stuart D. Bilton |
|
Name: Stuart D. Bilton |
||
Title: Chief Executive Officer |
||
BARING INTERNATIONAL INVESTMENT LIMITED | ||
By: |
/s/ Julian T. Swayne |
|
Name: Julian T. Swayne |
||
Title: Chief Financial Officer/Director |
SCHEDULE A
Fund |
Effective Date |
Initial Term |
||
ASTON/Barings International Fund |
May 30, 2014 | December 31, 2015 |
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ASTON ASSET MANAGEMENT, LLC
AND LAKE PARTNERS, INC.
SUB-INVESTMENT ADVISORY AGREEMENT (the Agreement ) made this 30th day of May, 2014 by and between ASTON ASSET MANAGEMENT, LLC (hereinafter referred to as the Investment Adviser ) and LAKE PARTNERS, INC. (hereinafter referred to as the Subadviser ), which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.
W I T N E S S E T H :
WHEREAS, the Investment Adviser has been retained by Aston Funds, a Delaware statutory trust (the Trust ), a registered management investment company under the Investment Company Act of 1940, as amended (the 1940 Act ) to provide investment advisory services to the Trust with respect to certain series of the Trust set forth in Schedule A hereto as may be amended from time to time (hereinafter referred to as a Fund and collectively, the Funds of the Trust);
WHEREAS, the Investment Adviser wishes to enter into a contract with the Subadviser to provide research, analysis, advice and recommendations with respect to the purchase and sale of securities, and make investment commitments with respect to such portion of the Funds assets as shall be allocated to the Subadviser by the Investment Adviser from time to time (the Allocated Assets ), subject to oversight by the Trustees of the Trust and the supervision of the Investment Adviser.
NOW THEREFORE, in consideration of the mutual agreements herein contained, and intending to be bound, the parties agree as follows:
1. In accordance with the Investment Advisory Agreement between the Trust and the Investment Adviser ( Investment Advisory Agreement ) with respect to the Funds, the Investment Adviser hereby appoints the Subadviser to act as subadviser with respect to the Allocated Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services set forth herein, for the compensation provided herein.
2. As compensation for the services enumerated herein, the Investment Adviser will pay the Subadviser a fee with respect to the Allocated Assets, which shall be calculated and payable monthly in arrears within ten (10) business days after the end of each month based on the average daily net assets of the Fund, in an amount equal to 50% of the positive difference, if any, of (x) the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before deduction of the fee payable to Subadviser) minus (y) the sum of: (i) any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, (ii) any reimbursement of Fund expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (iii) any payments made by the Investment Adviser to third parties that provide distribution, shareholder services or similar services on behalf of the Fund. If the foregoing
calculation results in a negative amount, such amount shall be payable by the Subadviser to the Investment Adviser within 30 days of receipt of notice from the Investment Adviser, which notice shall include the basis for the calculation.
For the purposes of this Agreement, a Funds net assets shall be determined as provided in the Funds then-current Prospectus (as used herein this term includes the related Statement of Additional Information).
If this Agreement shall become effective subsequent to the first day of a month, or shall terminate before the last day of a month, the Subadvisers compensation or the amount payable by the Subadviser to the Investment Adviser (in the event the calculation of the Subadvisers compensation results in a negative amount) for such fraction of the month shall be prorated based on the number of calendar days of such month during which the Agreement is effective.
3. This Agreement shall become effective with respect to a Fund as of the date set forth opposite the Funds name as set forth on Schedule A hereto (the Effective Date ), provided that it has been approved by the Trustees of the Trust in accordance with the provisions of the 1940 Act and the rules thereunder and, if so required by the 1940 Act and the rules thereunder, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and the rules thereunder.
4. This Agreement shall continue in effect for the initial term set forth in Schedule A. It shall be renewed automatically thereafter with respect to a Fund by the Investment Adviser and the Subadviser for successive periods not exceeding one year, if and only if such renewal and continuance is specifically approved at least annually by the Board of Trustees of the Trust or by a vote of the majority of the outstanding voting securities of the Fund as prescribed by the 1940 Act and provided further that such continuance is approved at least annually thereafter by a vote of a majority of the Trusts Trustees, who are not parties to such Agreement or interested persons of such a party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement will terminate with respect to a Fund without the payment of any penalty upon termination of the Investment Advisory Agreement relating to a Fund by either party thereto (accompanied by simultaneous notice to the Subadviser) or upon sixty days written notice to the Subadviser that the Trustees of the Trust, the Investment Adviser or the shareholders by vote of a majority of the outstanding voting securities of the Fund, as provided by the 1940 Act, have terminated this Agreement. This Agreement may also be terminated by the Subadviser with respect to a Fund without penalty upon sixty days written notice to the Investment Adviser and the Trust.
This Agreement shall terminate automatically with respect to a Fund in the event of its assignment by the Subadviser or, upon notice thereof to the Subadviser, the assignment of the Investment Advisory Agreement, unless its continuation thereafter is approved by the Board of Trustees of the Trust and the shareholders of the Fund if so required by the 1940 Act (in each case as the term assignment is defined in Section 2(a)(4) of the 1940 Act, subject to such exemptions as may be granted by the Securities and Exchange Commission (SEC) by any rule, regulation, order or interpretive guidance).
5. In performing its services under this Agreement, the Investment Adviser shall comply in all material respects with the requirements of the 1940 Act, the Investment Advisers Act of 1940 and the rules thereunder (the Advisers Act), and all other applicable federal and state laws and regulations, and shall act in conformity with the Trusts Declaration of Trust, By-Laws and currently effective registration statements under the 1940 Act and the Securities Act of 1933 and any amendments or supplements thereto (the Registration Statements) and with the written policies, procedures and guidelines of each Fund, and written instructions and directions of the Trustees of the Trust.
6. Subject to the oversight of the Board of Trustees of the Trust and the Investment Adviser, the Subadviser will provide an investment program for the Allocated Assets, including investment research and management with respect to securities and investments, including cash and cash equivalents, and will determine from time to time what securities and other investments will be purchased, retained or sold. The Subadviser will provide the services under this Agreement in accordance with each Funds investment objective, policies and restrictions as stated in the Prospectus, as provided to the Subadviser by the Investment Adviser. The Subadviser further agrees that, in all matters relating to the performance of this Agreement, it:
(a) shall act in conformity with the Trusts Declaration of Trust, By-Laws and Registration Statements and with the written policies, procedures and guidelines of each Fund, and written instructions and directions of the Trustees of the Trust and shall comply with the requirements of the 1940 Act, the Advisers Act, and all other applicable federal and state laws and regulations. The Investment Adviser agrees to provide Subadviser with copies of the Trusts Declaration of Trust, By-Laws, Registration Statements, written policies, procedures and guidelines, and written instructions and directions of the Trustees, and any amendments or supplements to any of them at, or, if practicable, before the time such materials, instructions or directives become effective;
(b) will pay expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction changes, if any) purchased for each Fund, provided that the Subadviser will not pay for or provide a credit with respect to any research provided to it in accordance with Section 6(c);
(c) will place orders pursuant to its investment determinations for the Allocated Assets either directly with any broker or dealer, or with the issuer. In placing orders with brokers or dealers, the Subadviser will attempt to obtain the best overall price and the most favorable execution of its orders. Subject to written policies established by the Trustees of the Trust and communicated to the Subadviser, it is understood that the Subadviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of a Fund, or be in breach of any obligation owing to the Investment Adviser or the Trust or in respect of a Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Subadviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 and interpretive
guidance issued by the SEC thereunder) provided by such member, broker or dealer, viewed in terms of that particular transaction or the Subadvisers overall responsibilities with respect to the accounts, including the Fund, as to which it exercises investment discretion;
(d) will review the daily valuation of securities comprising the Allocated Assets of each Fund as obtained on a daily basis by the Funds administrator and furnished by it to Subadviser, and will promptly notify the Trust and the Investment Adviser if the Subadviser believes that any such valuations may not properly reflect the market value of any securities owned by the Fund, provided , however , that the Subadviser is not required by this sub-paragraph to obtain valuations of any such securities from brokers or dealers or otherwise, or to otherwise independently verify valuations of any such securities;
(e) unless otherwise instructed by the Investment Adviser, will be responsible for voting all proxies of the Allocated Assets in accordance with the Proxy Voting Policies and Guidelines of Subadviser (the Proxy Policy), provided that such Proxy Policy and any amendments thereto are furnished to the Trust;
(f) will attend regular business and investment-related meetings with the Trusts Board of Trustees and the Investment Adviser if requested to do so by the Trust and/or the Investment Adviser, and at its expense, shall supply the Board, the officers of the Trust, and the Investment Adviser with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder;
(g) will maintain books and records with respect to the securities transactions for the Allocated Assets of each Fund and proxy voting records for the Allocated Assets of the Fund, furnish to the Investment Adviser and the Trusts Board of Trustees such periodic and special reports as they may reasonably request with respect to the Fund, and provide in advance to the Investment Adviser all of the Subadvisers reports to the Trusts Board of Trustees for examination and review within a reasonable time prior to the Trusts Board meetings; and
(h) will pay expenses incurred by the Trust for any matters related to any transaction or event that is deemed under the 1940 Act to result in a change of control of the Subadviser.
7. The Investment Adviser or its affiliates may, from time to time, engage other subadvisers to advise other series of the Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a Sub-Advised Fund ). The Subadviser agrees that it will not consult with any other subadviser engaged by the Investment Adviser or its affiliates with respect to transactions in securities or other assets concerning a Fund or another Sub-Advised Fund, except to the extent permitted by the rules under the 1940 Act that permit certain transactions with a subadviser or its affiliates.
8. Subadviser agrees with respect to the services provided to each Fund that it:
(a) will promptly communicate to the Investment Adviser such information relating to Fund transactions as the officers and Trustees of the Trust may reasonably request and as communicated to the Subadviser; and
(b) will treat confidentially and as proprietary information of the Trust all records and other information relative to each Fund and its prior, present or potential shareholders, and will not use such records and information (collectively, Confidential Information ) for any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Trust, which approval may not be withheld where Subadviser is advised by counsel that the Subadviser may be exposed to civil or criminal contempt or other proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust).
The term Confidential Information shall not include information that (a) is or becomes publicly available without violation of this Agreement, including the track record of each Fund, (b) is or becomes lawfully available from a third party, or (c) is approved for disclosure by written authorization of the Trust. The names of clients or potential clients of the Subadviser are not proprietary information of the Trust, but the Subadviser shall treat an investment in the Fund by such clients or potential clients of the Subadviser as confidential; provided, however, all shareholder account information of such persons who become investors in the Fund is subject to the privacy policies of the Trust.
9. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Subadviser acknowledges that all records that it maintains for the Trust are the property of the Trust and agrees to surrender promptly to the Trust any of such records upon the Trusts request, provided , that Subadviser may retain copies thereof at its own expense. Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act relating to transactions placed by Subadviser for the Fund. Subadviser further agrees to maintain each Funds proxy voting record with respect to the Allocated Assets in a form mutually agreeable between the parties and which contains the information required by Form N-PX under the 1940 Act.
10. It is expressly understood and agreed that the services to be rendered by the Subadviser to the Investment Adviser under the provisions of this Agreement are not to be deemed to be exclusive, and the Subadviser shall be free to provide similar or different services to others so long as its ability to provide the services provided for in this Agreement shall not be materially impaired thereby. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser 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.
11. The Investment Adviser agrees that it will furnish currently to the Subadviser all information with reference to each Fund and the Trust that is reasonably necessary to permit the Subadviser to carry out its responsibilities under this Agreement, and the parties agree that they will from time to time consult and make appropriate arrangements as to specific information that
is required under this paragraph and the frequency and manner with which it shall be supplied. Without limiting the generality of the foregoing, Investment Adviser will furnish to Subadviser procedures consistent with the Trusts contract with each Funds custodian from time to time (the Custodian ), and reasonably satisfactory to Subadviser, for consummation of portfolio transactions for each Fund by payment to or delivery by the Custodian of all cash and/or securities or other investments due to or from the Fund, and Subadviser shall not have possession or custody thereof or any responsibility or liability with respect to such custody. Upon giving proper instructions to the Custodian, Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.
12. The Subadviser agrees to indemnify and hold harmless the Investment Adviser, any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act (affiliated person) of the Investment Adviser and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933 (the 1933 Act), controls (controlling person) the Investment Adviser, against any and all losses, claims damages, liabilities or litigation (including reasonable legal and other expenses), to which the Investment Adviser, such affiliated person or such controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of Subadvisers responsibilities hereunder (1) to the extent of, and as a result of, the willful misconduct, bad faith, or gross negligence by the Subadviser, any of the Subadvisers employees or representatives or any affiliate of or any person acting on behalf of the Subadviser, or (2) as a result of Subadvisers material breach of this Agreement, or its reckless disregard of its obligations hereunder.
The Investment Adviser agrees to indemnify and hold harmless the Subadviser, any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act (affiliated person) of the Subadviser and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls (controlling person) the Subadviser, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Subadviser, such affiliated person, or such controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Investment Advisers responsibilities as investment adviser (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Investment Adviser, any of the Investment Advisers employees or representatives or any affiliate of or any person acting on behalf of the Investment Adviser, or (2) as a result of the Investment Advisers material breach of this Agreement, or its reckless disregard of its obligations hereunder.
In no case shall the indemnity provided hereunder be deemed to protect any person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
13. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. Except to the extent governed by federal law including the 1940 Act, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without applying the principles of conflicts of law thereunder.
14. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought. No amendment of this Agreement shall be effective with respect to the Trust until approved as required by applicable law.
15. Any notice to be given hereunder may be given by personal notification or by facsimile transmission, to the party specified at the address stated below:
To the Investment Adviser at:
Aston Asset Management, LLC
120 N. LaSalle Street, 25th Floor
Chicago, Illinois 60602
Attn: Chief Executive Officer
Facsimile: (312) 268-1380
To the Subadviser at:
Lake Partners, Inc.
24 Field Point Road
Greenwich, CT 06830
Attn: President
Facsimile: (203) 661-0587
With a copy to::
K&L Gates LLP
State Street Financial Center
One Lincoln Street
Boston, MA 02111
Attn: Nicholas S. Hodge, Esq.
Facsimile: (617) 261-3175
To a Fund or the Trust at:
Aston Funds
120 N. LaSalle Street, 25th Floor
Chicago, Illinois 60602
Attn: President
Facsimile: (312) 268-1380
or addressed as such party may from time to time designate by notice to other parties in accordance herewith.
16. The Subadviser agrees that for any claim by it against a Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of that Fund for satisfaction and that it shall have no claim against the assets of any other series of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the day and year first above written.
ASTON ASSET MANAGEMENT, LLC |
||
By: |
/s/ Stuart D. Bilton |
|
Name: Stuart D. Bilton |
||
Title: Chief Executive Officer |
||
LAKE PARTNERS, INC. |
||
By: |
/s/ Frederick C. Lake /s/ Ronald H. Lake |
|
Name: Frederick C. Lake; Ronald H. Lake |
||
Title: Co-Chairman, Treas.; President |
SCHEDULE A
Fund |
Effective Date |
Initial Term |
||
ASTON/Lake Partners LASSO Alternatives Fund | May 30, 2014 | December 31, 2015 |
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ASTON ASSET MANAGEMENT, LLC
AND HERNDON CAPITAL MANAGEMENT, LLC
SUB-INVESTMENT ADVISORY AGREEMENT (the Agreement ) made this 30th day of May, 2014 by and between ASTON ASSET MANAGEMENT, LLC (hereinafter referred to as the Investment Adviser ) and HERNDON CAPITAL MANAGEMENT, LLC (hereinafter referred to as the Subadviser ), which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.
W I T N E S S E T H :
WHEREAS, the Investment Adviser has been retained by Aston Funds, a Delaware statutory trust (the Trust ), a registered management investment company under the Investment Company Act of 1940, as amended (the 1940 Act ) to provide investment advisory services to the Trust with respect to certain series of the Trust set forth in Schedule A hereto as may be amended from time to time (hereinafter referred to as a Fund and collectively, the Funds of the Trust);
WHEREAS, the Investment Adviser wishes to enter into a contract with the Subadviser to provide research, analysis, advice and recommendations with respect to the purchase and sale of securities, and manage with full discretion the investment commitments with respect to such portion of the Funds assets as shall be allocated to the Subadviser by the Investment Adviser from time to time (the Allocated Assets ), subject to oversight by the Trustees of the Trust and the supervision of the Investment Adviser.
NOW THEREFORE, in consideration of the mutual agreements herein contained, and intending to be bound, the parties agree as follows:
1. In accordance with the Investment Advisory Agreement between the Trust and the Investment Adviser ( Investment Advisory Agreement ) with respect to the Funds, the Investment Adviser hereby appoints the Subadviser to act as subadviser with respect to the Allocated Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services set forth herein, for the compensation provided herein.
2. As compensation for the services enumerated herein, the Investment Adviser will pay the Subadviser a fee with respect to the Allocated Assets, which shall be calculated and payable monthly in arrears based on the average daily net assets of the Fund, in an amount equal to 50% of the positive difference, if any, of (x) the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before reduction of the fee payable to Subadviser) minus (y) the sum of: (i) any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, (ii) any reimbursement of expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (iii) any payments made by the Investment Adviser to third parties that provide distribution, shareholder services or similar services on behalf of the
Fund. If the foregoing calculation results in a negative amount, such amount shall be payable by the Subadviser within 30 days of receipt of notice from the Investment Adviser, which notice shall include the basis for the calculation.
For the purposes of this Agreement, a Funds net assets shall be determined as provided in the Funds then-current Prospectus (as used herein this term includes the related Statement of Additional Information).
If this Agreement shall become effective subsequent to the first day of a month, or shall terminate before the last day of a month, the Subadvisers compensation for such fraction of the month shall be prorated based on the number of calendar days of such month during which the Agreement is effective.
3. This Agreement shall become effective with respect to a Fund as of the date set forth opposite the Funds name as set forth on Schedule A hereto (the Effective Date ), provided that it has been approved by the Trustees of the Trust in accordance with the provisions of the 1940 Act and the rules thereunder and, if so required by the 1940 Act and the rules thereunder, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and the rules thereunder.
4. This Agreement shall continue in effect for the initial term set forth in Schedule A. It shall be renewed automatically thereafter with respect to a Fund by the Investment Adviser and the Subadviser for successive periods not exceeding one year, if and only if such renewal and continuance is specifically approved at least annually by the Board of Trustees of the Trust or by a vote of the majority of the outstanding voting securities of the Fund as prescribed by the 1940 Act and provided further that such continuance is approved at least annually thereafter by a vote of a majority of the Trusts Trustees, who are not parties to such Agreement or interested persons of such a party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement will terminate with respect to a Fund without the payment of any penalty upon termination of the Investment Advisory Agreement relating to a Fund by either party thereto (accompanied by simultaneous notice to the Subadviser) or upon sixty days written notice to the Subadviser that the Trustees of the Trust, the Investment Adviser or the shareholders by vote of a majority of the outstanding voting securities of the Fund, as provided by the 1940 Act, have terminated this Agreement. This Agreement may also be terminated by the Subadviser with respect to a Fund without penalty upon sixty days written notice to the Investment Adviser and the Trust.
This Agreement shall terminate automatically with respect to a Fund in the event of its assignment or, upon notice thereof to the Subadviser, the assignment of the Investment Advisory Agreement, unless its continuation thereafter is approved by the Board of Trustees of the Trust and the shareholders of the Fund if so required by the 1940 Act (in each case as the term assignment is defined in Section 2(a)(4) of the 1940 Act, subject to such exemptions as may be granted by the Securities and Exchange Commission (SEC) by any rule, regulation, order or interpretive guidance).
5. Subject to the oversight of the Board of Trustees of the Trust and the Investment Adviser, the Subadviser will provide an investment program for the Allocated Assets, including
investment research and discretionary management with respect to securities and investments, including cash and cash equivalents, and will determine from time to time what securities and other investments will be purchased, retained or sold. The Subadviser will provide the services under this Agreement in accordance with each Funds investment objective, policies and restrictions as stated in the Prospectus, as provided to the Subadviser by the Investment Adviser. The Subadviser further agrees that, in all matters relating to the performance of this Agreement, it:
(a) shall act in conformity with the Trusts Declaration of Trust, By-Laws and currently effective registration statements under the 1940 Act and the Securities Act of 1933 and any amendments or supplements thereto (the Registration Statements) and with the written policies, procedures and guidelines of each Fund, and written instructions and directions of the Trustees of the Trust and shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940 and the rules thereunder, and all other applicable federal and state laws and regulations. The Trust agrees to provide Subadviser with copies of the Trusts Declaration of Trust, By-Laws, Registration Statements, written policies, procedures and guidelines, and written instructions and directions of the Trustees, and any amendments or supplements to any of them at, or, if practicable, before the time such materials, instructions or directives become effective;
(b) will pay expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction changes, if any) purchased for each Fund, provided that the Subadviser will not pay for or provide a credit with respect to any research provided to it in accordance with Section 5(c);
(c) will place orders pursuant to its investment determinations for the Allocated Assets either directly with any broker or dealer, or with the issuer. In placing orders with brokers or dealers, the Subadviser will attempt to obtain the best overall price and the most favorable execution of its orders. Subject to policies established by the Trustees of the Trust and communicated to the Subadviser, it is understood that the Subadviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of a Fund, or be in breach of any obligation owing to the Investment Adviser or the Trust or in respect of a Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Subadviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 and interpretive guidance issued by the SEC thereunder) provided by such member, broker or dealer, viewed in terms of that particular transaction or the Subadvisers overall responsibilities with respect to the accounts, including the Fund, as to which it exercises investment discretion;
(d) will review the daily valuation of securities comprising the Allocated Assets of each Fund as obtained on a daily basis by the Funds administrator and furnished by it to Subadviser, and will promptly notify the Trust and the Investment Adviser if the Subadviser believes that any such valuations may not properly reflect the market value of any securities owned by the Fund, provided , however , that the Subadviser is not required by this sub-paragraph
to obtain valuations of any such securities from brokers or dealers or otherwise, or to otherwise independently verify valuations of any such securities;
(e) unless otherwise instructed, will be responsible for voting all proxies of the Allocated Assets in accordance with the Proxy Voting Policies and Guidelines of Subadviser (the Proxy Policy), provided that such Proxy Policy and any amendments thereto are furnished to the Trust;
(f) will attend regular business and investment-related meetings with the Trusts Board of Trustees and the Investment Adviser if requested to do so by the Trust and/or the Investment Adviser, and at its expense, shall supply the Board, the officers of the Trust, and the Investment Adviser with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder;
(g) will maintain books and records with respect to the securities transactions for the Allocated Assets of each Fund and proxy voting record for the Allocated Assets of the Fund, furnish to the Investment Adviser and the Trusts Board of Trustees such periodic and special reports as they may request with respect to the Fund, and provide in advance to the Investment Adviser all of the Subadvisers reports to the Trusts Board of Trustees for examination and review within a reasonable time prior to the Trusts Board meetings; and
(h) will pay expenses incurred by the Trust for any matters related to any transaction or event that is deemed to result in change of control of the Subadviser or otherwise result in the assignment of the Sub-Investment Advisory Agreement under the 1940 Act.
6. The Investment Adviser or its affiliates may, from time to time, engage other subadvisers to advise other series of the Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a Sub-Advised Fund). The Subadviser agrees that it will not consult with any other subadviser engaged by the Investment Adviser or its affiliates with respect to transactions in securities or other assets concerning a Fund or another Sub-Advised Fund, except to the extent permitted by the rules under the 1940 Act that permit certain transactions with a subadviser or its affiliates.
7. Subadviser agrees with respect to the services provided to each Fund that it:
(a) will promptly communicate to the Investment Adviser such information relating to Fund transactions as the officers and Trustees of the Trust may reasonably request and as communicated to the Subadviser; and
(b) will treat confidentially and as proprietary information of the Trust all records and other information relative to each Fund and its prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Trust, which approval may not be withheld where Subadviser is advised by counsel that the Subadviser may be exposed to civil or criminal contempt or other
proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust).
8. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Subadviser acknowledges that all records which it maintains for the Trust are the property of the Trust and agrees to surrender promptly to the Trust any of such records upon the Trusts request, provided , that Subadviser may retain copies thereof at its own expense. Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act relating to transactions placed by Subadviser for the Fund. Subadviser further agrees to maintain each Funds proxy voting record with respect to the Allocated Assets in a form mutually agreeable between the parties and which contains the information required by Form N-PX under the 1940 Act.
9. It is expressly understood and agreed that the services to be rendered by the Subadviser to the Investment Adviser under the provisions of this Agreement are not to be deemed to be exclusive, and the Subadviser shall be free to provide similar or different services to others so long as its ability to provide the services provided for in this Agreement shall not be materially impaired thereby. In addition, but without limiting any separate agreement between the Subadviser and the Investment Adviser to the contrary, nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
10. The Investment Adviser agrees that it will furnish currently to the Subadviser all information with reference to each Fund and the Trust that is reasonably necessary to permit the Subadviser to carry out its responsibilities under this Agreement, and the parties agree that they will from time to time consult and make appropriate arrangements as to specific information that is required under this paragraph and the frequency and manner with which it shall be supplied. Without limiting the generality of the foregoing, Investment Adviser will furnish to Subadviser procedures consistent with the Trusts contract with each Funds custodian from time to time (the Custodian ), and reasonably satisfactory to Subadviser, for consummation of portfolio transactions for each Fund by payment to or delivery by the Custodian of all cash and/or securities or other investments due to or from the Fund, and Subadviser shall not have possession or custody thereof or any responsibility or liability with respect to such custody. Upon giving proper instructions to the Custodian, Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.
11. The Subadviser and its directors, officers, stockholders, employees and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Adviser or the Trust in connection with any matters to which this Agreement relates or for any other act or omission in the performance by the Subadviser of its duties under this Agreement except that nothing herein contained shall be construed to protect the Subadviser against any liability by reason of the Subadvisers willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reckless disregard of its obligations or duties under this Agreement.
12. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. Except to the extent governed by federal law including the 1940 Act, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without applying the principles of conflicts of law thereunder.
13. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought. No amendment of this Agreement shall be effective with respect to the Trust until approved as required by applicable law.
14. Any notice to be given hereunder may be given by personal notification or by facsimile transmission, to the party specified at the address stated below:
To the Investment Adviser at:
Aston Asset Management, LLC
120 N. LaSalle Street, 25th Floor
Chicago, Illinois 60602
Attn: Chief Executive Officer
Facsimile: (312) 268-1380
To the Subadviser at:
Herndon Capital Management, LLC
191 Peachtree Street NE, Suite 2500
Atlanta, Georgia 30303
Attn: Annette Marshall, Chief Compliance Officer
Facsimile: (404) 232-8815
To a Fund or the Trust at:
Aston Funds
120 N. LaSalle Street, 25th Floor
Chicago, Illinois 60602
Attn: President
Facsimile: (312) 268-1380
or addressed as such party may from time to time designate by notice to other parties in accordance herewith.
15. The Subadviser agrees that for any claim by it against a Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of a Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust.
[The Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the day and year first above written.
ASTON ASSET MANAGEMENT, LLC |
||
By: |
/s/ Stuart D. Bilton |
|
Name: Stuart D. Bilton |
||
Title: Chief Executive Officer |
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HERNDON CAPITAL MANAGEMENT, LLC |
||
By: |
/s/ Annette M. Marshall |
|
Name: Annette M. Marshall, CSCP |
||
Title: CCO |
SCHEDULE A
Fund |
Effective Date |
Initial Term |
||
ASTON/Herndon Large Cap Value Fund | May 30, 2014 | December 31, 2015 |
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ASTON ASSET MANAGEMENT, LLC
AND DOUBLELINE CAPITAL LP
SUB-INVESTMENT ADVISORY AGREEMENT (the Agreement ) made this 30th day of May, 2014 by and between ASTON ASSET MANAGEMENT, LLC (hereinafter referred to as the Investment Adviser ) and DOUBLELINE CAPITAL LP (hereinafter referred to as the Subadviser ), which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.
W I T N E S S E T H :
WHEREAS, the Investment Adviser has been retained by Aston Funds, a Delaware statutory trust (the Trust ), a registered management investment company under the Investment Company Act of 1940, as amended (the 1940 Act ), to provide investment advisory services to the Trust with respect to certain series of the Trust set forth in Schedule A hereto as may be amended from time to time (hereinafter referred to as a Fund and, collectively, the Funds of the Trust);
WHEREAS, the Investment Adviser wishes to enter into a contract with the Subadviser to provide research, analysis, advice and recommendations with respect to the purchase and sale of securities, and make investment commitments with respect to such portion of the Funds assets as shall be allocated to the Subadviser by the Investment Adviser from time to time (the Allocated Assets ), subject to oversight by the Trustees of the Trust and the supervision of the Investment Adviser.
NOW THEREFORE, in consideration of the mutual agreements herein contained, and intending to be bound, the parties agree as follows:
1. In accordance with the Investment Advisory Agreement between the Trust and the Investment Adviser (the Investment Advisory Agreement ) with respect to the Funds, the Investment Adviser hereby appoints the Subadviser to act as subadviser with respect to the Allocated Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services set forth herein, for the compensation provided herein.
2. As compensation for the services enumerated herein, the parties agree as follows:
(a) Investment Adviser will pay the Subadviser a fee with respect to the Allocated Assets, which shall be calculated and payable monthly in arrears based on the average daily net assets of the Fund, in an amount equal to 50% of the positive difference, if any, of (x) the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before reduction of the fee payable to Subadviser) minus (y) the sum of: (i) any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, (ii) any reimbursement of expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (iii) any payments made by the Investment Adviser to third parties that provide distribution, shareholder services or similar services on behalf of the Fund. The Investment Adviser
acknowledges that it shall not be entitled to accrue any cumulative negative amounts resulting from the foregoing calculation as a catch up reimbursement.
(b) The basis for the calculations made under this paragraph, including such detail as may be reasonably requested by Subadviser, shall be provided to Subadviser within twenty days of the last day of each month.
(c) For the purposes of this Agreement, a Funds net assets shall be determined as provided in the Funds then-current Prospectus (as used herein, this term includes the related Statement of Additional Information).
(d) If this Agreement shall become effective subsequent to the first day of a month, or shall terminate before the last day of a month, the Subadvisers compensation for such fraction of the month shall be prorated based on the number of calendar days of such month during which the Agreement is effective.
3. This Agreement shall become effective with respect to a Fund as of the date set forth opposite the Funds name as set forth on Schedule A hereto (the Effective Date ), provided that it has been approved by the Trustees of the Trust in accordance with the provisions of the 1940 Act and the rules thereunder and, if so required by the 1940 Act and the rules thereunder, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and the rules thereunder.
4. This Agreement shall continue in effect for the initial term set forth in Schedule A. It shall be renewed automatically thereafter with respect to a Fund by the Investment Adviser and the Subadviser for successive periods not exceeding one year, if and only if such renewal and continuance is specifically approved at least annually by the Board of Trustees of the Trust or by a vote of the majority of the outstanding voting securities of the Fund as prescribed by the 1940 Act and provided further that such continuance is approved at least annually thereafter by a vote of a majority of the Trusts Trustees, who are not parties to such Agreement or interested persons of such a party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement will terminate with respect to a Fund without the payment of any penalty upon termination of the Investment Advisory Agreement relating to the Fund by either party thereto (accompanied by simultaneous notice to the Subadviser) or upon sixty days written notice to the Subadviser that the Trustees of the Trust, the Investment Adviser or the shareholders by vote of a majority of the outstanding voting securities of the Fund, as provided by the 1940 Act, have terminated this Agreement. Notwithstanding the foregoing, this Agreement may be terminated upon less than sixty days notice to the Subadviser upon a material breach of this Agreement or if the Trustees determine that other circumstances have, or likely will have, a material adverse effect on the Subadvisers abilities to perform its obligations hereunder, including without limitation, notification of the departure of a portfolio manager of the Fund or other key personnel change. This Agreement may also be terminated by the Subadviser with respect to a Fund without penalty upon sixty days written notice to the Investment Adviser and the Trust.
This Agreement shall terminate automatically with respect to a Fund in the event of its assignment or, upon notice thereof to the Subadviser, the assignment of the Investment Advisory
Agreement, unless its continuation thereafter is approved by the Board of Trustees of the Trust and the shareholders of the Fund if so required by the 1940 Act (in each case as the term assignment is defined in Section 2(a)(4) of the 1940 Act, subject to such exemptions as may be granted by the Securities and Exchange Commission ( SEC ) by any rule, regulation, order or interpretive guidance).
5. Subject to the oversight of the Board of Trustees of the Trust and the Investment Adviser, the Subadviser will provide an investment program for the Allocated Assets, including investment research and management with respect to securities and investments, including cash and cash equivalents, and will determine from time to time what securities and other investments will be purchased, retained or sold. The Subadviser will provide the services under this Agreement in accordance with each Funds investment objective, policies and restrictions as stated in the Prospectus, as provided to the Subadviser by the Investment Adviser. The Subadviser further agrees that, in all matters relating to the performance of this Agreement, it:
(a) shall act in conformity with the Trusts Declaration of Trust, By-Laws and currently effective registration statements under the 1940 Act and the Securities Act of 1933 (the 1933 Act ) and any amendments or supplements thereto (the Registration Statements ) and with the written policies, procedures and guidelines of each Fund, and written instructions and directions of the Trustees of the Trust and shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940 (the Advisers Act ) and the rules thereunder, and all other applicable federal and state laws and regulations. The Trust agrees to provide Subadviser with copies of the Trusts Declaration of Trust, By-Laws, Registration Statements, the Investment Advisory Agreement, written policies, procedures and guidelines, and written instructions and directions of the Trustees, and any amendments or supplements to any of them at, or, if practicable, before the time such materials, instructions or directives become effective;
(b) will maintain at all times during the term of this Agreement, in full force and effect, insurance, including without limitation errors and omissions insurance, with reputable insurance carriers, in such amounts, covering such risks and liabilities, and with such deductibles and self-insurance as are consistent with customary industry practice;
(c) will pay expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction changes, if any) purchased for each Fund, provided that the Subadviser will not pay for or provide a credit with respect to any research provided to it in accordance with Section 6;
(d) will review the daily valuation of securities comprising the Allocated Assets of each Fund as obtained on a daily basis by the Funds administrator and furnished by it to Subadviser, and will promptly notify the Trust and the Investment Adviser if the Subadviser believes that any such valuations may not properly reflect the market value of any securities owned by the Fund, provided, however, that the Subadviser is not required by this subparagraph to obtain valuations of any such securities from brokers or dealers or otherwise, or to otherwise independently verify valuations of any such securities;
(e) unless otherwise instructed, will be responsible for voting all proxies of the Allocated Assets in accordance with the Proxy Voting Policies and Guidelines of Subadviser (the Proxy Policy ), provided that such Proxy Policy and any amendments thereto are furnished to the Trust;
(f) will attend regular business and investment-related meetings with the Trusts Board of Trustees and the Investment Adviser if requested to do so by the Trust and/or the Investment Adviser, and at its expense, shall supply the Board, the officers of the Trust, and the Investment Adviser with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder;
(g) will maintain books and records with respect to the securities transactions for the Allocated Assets of each Fund and proxy voting record for the Allocated Assets of the Fund, furnish to the Investment Adviser and the Trusts Board of Trustees such periodic and special reports as they may request with respect to the Fund, and provide in advance to the Investment Adviser all of the Subadvisers reports to the Trusts Board of Trustees for examination and review within a reasonable time prior to the Trusts Board meetings; and
(h) will pay expenses incurred by the Trust for any matters related to any transaction or event that is deemed to result in a change of control of the Subadviser or otherwise result in the assignment of the Sub-Investment Advisory Agreement under the 1940 Act.
6. In executing Fund transactions and selecting brokers or dealers, the Subadviser will use reasonable efforts to seek on behalf of a Fund the best overall terms available under the circumstances. In assessing the best overall terms available for any transaction, the Subadviser shall consider all factors that it deems relevant, including, but not limited to, the breadth of the market in the security, execution quality in light of order size, difficulty of execution and other relevant factors, the quality, reliability, responsiveness and value of the provided services, and the operational compatibility between the broker-dealer and Subadviser, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Subadviser also may consider brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 (the Exchange Act )). Subject to any guidelines established by the Board of Trustees of the Trust and the provisions of Section 28(e) of the Exchange Act and interpretations thereunder, the Subadviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of that particular transaction or in terms of the overall responsibilities of the Subadviser to its discretionary clients, including a Fund. In addition, the Subadviser is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Investment Adviser, the Subadviser or the Trusts principal underwriter) if the Subadviser reasonably believes that the quality of the transaction and the commission are
comparable to what they would be with other qualified firms. In no instance, however, will a Funds assets be purchased from or sold to the Investment Adviser, the Subadviser, the Trusts principal underwriter, or any affiliated person of either the Trust, the Investment Adviser, the Subadviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act, including any rules issued under the 1940 Act.
7. The Investment Adviser or its affiliates may, from time to time, engage other subadvisers to advise other series of the Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a Sub-Advised Fund ). The Subadviser agrees that it will not consult with any other subadviser engaged by the Investment Adviser or its affiliates with respect to transactions in securities or other assets concerning a Fund or another Sub-Advised Fund, except to the extent permitted by the rules under the 1940 Act that permit certain transactions with a subadviser or its affiliates. Subadviser shall not provide investment advice with respect to any assets of a Fund other than the Allocated Assets. Subadviser shall be the exclusive subadviser to all Funds listed in Schedule A.
8. Subadviser agrees with respect to the services provided to each Fund that:
(a) it will promptly communicate to the Investment Adviser such information relating to Fund transactions as the officers and Trustees of the Trust may reasonably request and as communicated to the Subadviser;
(b) it will treat confidentially and as proprietary information of the Trust all records and other information relative to each Fund and its prior, present or potential shareholders ( Confidential Information ), it will comply at all times with all applicable laws and regulations relating to the confidentiality of nonpublic personal information including the Gramm-Leach-Bliley Act or other federal or state privacy laws and the regulations promulgated thereunder, and will not use such Confidential Information for any purpose other than the performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Trust, which approval may not be withheld where Subadviser is advised by counsel that the Subadviser may be exposed to civil or criminal contempt or other proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust); and
(c) it has disclosed any litigation or governmental investigation that could reasonably be expected to have a material adverse effect on its ability to perform the services hereunder to the Investment Adviser and the Trust.
9. Each party represents and warrants to the other party that the execution, delivery and performance of this Agreement is within its powers and have been duly authorized by all necessary actions of its directors or members, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of either party for execution, delivery and performance of this Agreement, and the execution, delivery and performance by either party of this Agreement does not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) such partys governing
instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon such party.
10. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Subadviser acknowledges that all records which it maintains for the Trust are the property of the Trust and agrees to surrender promptly to the Trust any of such records upon the Trusts request, provided that Subadviser may retain copies thereof at its own expense. Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act relating to transactions placed by Subadviser for the Fund. Subadviser further agrees to maintain each Funds proxy voting record with respect to the Allocated Assets in a form mutually agreeable between the parties and which contains the information required by Form N-PX under the 1940 Act.
11. It is expressly understood and agreed that the services to be rendered by the Subadviser to the Investment Adviser under the provisions of this Agreement are not to be deemed to be exclusive, and the Subadviser shall be free to provide similar or different services to others so long as its ability to provide the services provided for in this Agreement shall not be materially impaired thereby. In addition, but without limiting any separate agreement between the Subadviser and the Investment Adviser to the contrary, nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
12. The Investment Adviser agrees that it will furnish currently to the Subadviser all information with reference to each Fund and the Trust that is reasonably necessary to permit the Subadviser to carry out its responsibilities under this Agreement, and the parties agree that they will from time to time consult and make appropriate arrangements as to specific information that is required under this paragraph and the frequency and manner with which it shall be supplied. Without limiting the generality of the foregoing, Investment Adviser will furnish to Subadviser procedures consistent with the Trusts contract with each Funds custodian from time to time (the Custodian ), and reasonably satisfactory to Subadviser, for consummation of portfolio transactions for each Fund by payment to or delivery by the Custodian of all cash and/or securities or other investments due to or from the Fund, and Subadviser shall not have possession or custody thereof or any responsibility or liability with respect to such custody. Upon giving proper instructions to the Custodian, Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.
13. The Subadviser and its directors, officers, stockholders, employees and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Adviser or the Trust in connection with any matters to which this Agreement relates or for any other act or omission in the performance by the Subadviser of its duties under this Agreement except that nothing herein contained shall be construed to protect the Subadviser against any liability by reason of the Subadvisers willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reckless disregard of its obligations or duties under this Agreement.
14. Each party shall indemnify and hold harmless the other party and its respective control persons (as described in Section 15 of the 1933 Act) and their respective directors, stockholders, members and employees (collectively, Indemnitees ) against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and other expenses of investigating or defending any alleged loss, claim, damages or liabilities) to which any of the Indemnitees may become subject under the 1933 Act, the 1940 Act, or the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on (i) any willful misfeasance, bad faith, or gross negligence of the other party in the performance of any of its duties or obligations hereunder or reckless disregard of its obligation or duties, or (ii) any material breach of this Agreement by the other party.
15. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. Except to the extent governed by federal law including the 1940 Act, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without applying the principles of conflicts of law thereunder.
16. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought. No amendment of this Agreement shall be effective with respect to the Trust until approved as required by applicable law.
17. Any notice to be given hereunder may be given by personal notification or by facsimile transmission, to the party specified at the address stated below:
To the Investment Adviser at:
Aston Asset Management, LLC
120 N. LaSalle St., 25th Floor
Chicago, Illinois 60602
Attn: Chief Executive Officer
Facsimile: (312) 268-1380
To the Subadviser at:
DoubleLine Capital LP
333 South Grand Avenue, 18th Floor
Los Angeles, CA 90071
Attn: General Counsel
Facsimile: (213) 633-8397
To a Fund or the Trust at:
Aston Funds
120 N. LaSalle St., 25th Floor
Chicago, Illinois 60602
Attn: President
Facsimile: (312) 268-1380
or addressed as such party may from time to time designate by notice to other parties in accordance herewith.
18. The Subadviser agrees that for any claim by it against a Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of a Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust.
[The Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the day and year first above written.
ASTON ASSET MANAGEMENT, LLC |
||
By: |
/s/ Stuart D. Bilton |
|
Name: Stuart D. Bilton |
||
Title: Chief Executive Officer |
||
DOUBLELINE CAPITAL LP |
||
By: |
/s/ Henry V. Chase |
|
Name: Henry V. Chase |
||
Title: Chief Financial Officer |
SCHEDULE A
Fund |
Effective Date |
Initial Term |
||
ASTON/DoubleLine Core Plus Fixed Income Fund | May 30, 2014 | December 31, 2015 |
ADVISORY AND SUBADVISORY FEE
WAIVER AGREEMENT
DoubleLine Capital LP | Aston Asset Management, LP | |||||
333 South Grand Avenue, 18 th Floor | 120 N. LaSalle St., 25th Floor | |||||
Los Angeles, California 90071 | Chicago, Illinois 60602 |
March 21, 2013
The Board of Trustees
Aston Funds (the Trust)
c/o Aston Asset Management, LP
120 N. LaSalle St., 25th Floor
Chicago, Illinois 60602
Re: ASTON/DoubleLine Core Plus Fixed Income Fund (the Fund), a Series of the Aston Funds (the Trust)
Ladies and Gentlemen:
This letter agreement confirms certain agreements by Aston Asset Management, LP (the Adviser), DoubleLine Capital LP (the Sub-Adviser) and the Trust with respect to the Fund.
Pursuant to the terms of the Investment Advisory Agreement between the Trust, on behalf of the Fund, and the Adviser, dated April 15, 2010 (the Advisory Agreement), the Adviser has discretionary authority to manage the assets of the Fund (or delegate such management to one or more sub-advisers), and is entitled to receive from the Fund, on a monthly basis, an advisory fee in an amount equal to a percentage (stated as annualized rate) of the Funds average daily net asset value.
Pursuant to the terms of the Sub-Investment Advisory Agreement between the Adviser and the Sub-Adviser dated July 13, 2011 (the Sub-Advisory Agreement), the Funds assets are delegated by the Adviser to the Sub-Adviser for management on behalf of the Fund (the Sub-Advised Assets). Under the terms of the Sub-Advisory Agreement, the Adviser pays the Sub-Adviser a sub-advisory fee in an amount equal to 50% of the positive difference, if any, of the Advisory Fee with respect to the Sub-Advised Assets minus the sum of: (i) any Advisory Fees waived by the Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, (ii) any reimbursement of expenses by the Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (iii) any payments made by the Adviser to third parties that provide distribution, shareholder services or similar services on behalf of the Fund.
The Fund is managed by the Sub-Adviser pursuant to its Core Plus Fixed Income investment strategy, a strategy which includes the purchase and sale of bank loans. With respect to such strategy, the Sub-Adviser has advised the Trust and the Adviser of its determination that currently the most efficient and equitable way of allocating assets to the bank loan sector within the Core Plus Fixed Income strategy is to centralize the purchase and sale of bank loans into an open end investment company organized under the Investment Company Act of 1940 and managed by the Sub-Adviser. As a result, the DoubleLine Floating Rate Fund (Floating Rate Fund) has been formed, which is managed by the Sub-Adviser, and to which the Sub-Adviser may allocate a portion of the Funds Assets in order to provide the Fund with exposure to the bank loan sector within the Sub-Advisers Core Plus Fixed Income strategy.
The Sub-Adviser and the Adviser recognize the potential layering of fees and other conflicts of interest that may arise in connection with the Sub-Advisers allocation of a portion of the Funds Assets to the Floating Rate Fund.
Therefore, the Sub-Adviser hereby agrees with the Adviser that it will waive a portion of the sub-advisory fee payable by the Adviser under the terms of the Sub-Advisory Agreement (as currently in effect and as may be amended or updated from time to time hereafter) in an amount that is equal to the management fee earned by the Sub-Adviser from the Floating Rate Fund (and any other fund managed by the Sub-Adviser) that is attributable to any Sub-Advised Assets that are invested in Floating Rate Fund (or any other fund managed by the Sub-Adviser) (the Fee Waiver Amount).
Furthermore, the Adviser hereby agrees with the Trust, on behalf of the Fund, that it will waive the advisory fee payable by the Fund under the terms of the Advisory Agreement (as currently in effect and as may be amended or updated from time to time hereafter) in an amount that is equal to the Fee Waiver Amount described above.
Pursuant to an Amended and Restated Expense Reimbursement Agreement between the Trust, on behalf of the Fund, and the Adviser, dated July 1, 2012 (the Reimbursement Agreement), the Adviser has agreed to waive management fees and/or reimburse ordinary operating expenses through at least February 28, 2014 to the extent that operating expenses exceed 0.94% of the Funds average daily net assets with respect to Class N shares and 0.69% of the Funds average daily net assets with respect to Class I shares (the Operating Expense Limit). The Fee Waiver Amount shall reduce the advisory fee prior to the calculation of any necessary fee waiver or expense reimbursement in connection with the Reimbursement Agreement, and shall not be eligible for recoupment by the Adviser under the terms of Section 2 of the Reimbursement Agreement.
The Adviser and the Sub-Adviser further agree that the deductions of the Fee Waiver Amount from the advisory fee and sub-advisory fee shall commence as of the initial allocation of Sub-Advised Assets to the Floating Rate Fund, and shall remain in effect for so long as Sub-Advised Assets remain invested in the Floating Rate Fund or any other fund managed by the Sub-Adviser.
Sincerely,
ASTON ASSET MANAGEMENT, LP
By: |
/s/ Kenneth Anderson |
Name: |
Kenneth Anderson |
|
Title: |
President |
DOUBLELINE CAPITAL LP
By: |
/s/ Louis C. Lucido |
Name: |
Louis C. Lucido |
|
Title: |
Chief Operating Officer |
Your signature below acknowledges acceptance of this letter agreement by the Trust on behalf of the Fund.
ASTON FUNDS, on behalf of ASTON/DoubleLine Core Plus Fixed Income Fund
By: |
/s/ Gerald F. Dillenburg |
Name: |
Gerald F. Dillenburg |
|
Title: |
Senior Vice President |
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ASTON ASSET MANAGEMENT, LLC
AND SILVERCREST ASSET MANAGEMENT GROUP LLC
SUB-INVESTMENT ADVISORY AGREEMENT (the Agreement ) made this 30th day of May, 2014 by and between ASTON ASSET MANAGEMENT, LLC (hereinafter referred to as the Investment Adviser ) and SILVERCREST ASSET MANAGEMENT GROUP LLC (hereinafter referred to as the Subadviser ), which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.
W I T N E S S E T H :
WHEREAS , the Investment Adviser has been retained by Aston Funds, a Delaware statutory trust (the Trust ), a registered management investment company under the Investment Company Act of 1940, as amended (the 1940 Act ), to provide investment advisory services to the Trust with respect to certain series of the Trust set forth in Schedule A hereto as may be amended from time to time (hereinafter referred to as a Fund and, collectively, the Funds of the Trust);
WHEREAS , the Investment Adviser wishes to enter into a contract with the Subadviser to provide research, analysis, advice and recommendations with respect to the purchase and sale of securities, and make investment commitments with respect to all of the Funds assets (the Allocated Assets ), which shall be allocated to the Subadviser by the Investment Adviser pursuant to the terms of this Agreement, subject to oversight by the Trustees of the Trust and the supervision of the Investment Adviser.
NOW THEREFORE , in consideration of the mutual agreements herein contained, and intending to be bound, the parties agree as follows:
1. In accordance with the Investment Advisory Agreement between the Trust and the Investment Adviser ( Investment Advisory Agreement ) with respect to the Funds, the Investment Adviser hereby appoints the Subadviser to act as subadviser with respect to the Allocated Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services set forth herein, for the compensation provided herein.
2. As compensation for the services enumerated herein, the Investment Adviser will pay the Subadviser a fee with respect to the Allocated Assets, which shall be calculated and payable monthly in arrears based on the average daily net assets of the Fund, in an amount equal to 50% of the positive difference, if any, of (x) the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before reduction of the fee payable to Subadviser) minus (y) the sum of: (i) any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, (ii) any reimbursement of expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (iii) any payments made by the Investment Adviser to third parties that provide distribution, shareholder services or similar services on behalf of the
Fund. If the foregoing calculation results in a negative amount, such amount shall be payable by the Subadviser within 30 days of receipt of notice from the Investment Adviser, which notice shall include the basis for the calculation. All payments to be made by Investment Adviser will be due and payable within thirty (30) days of the receipt of the advisory fee payable to the Investment Adviser by the Fund.
For the purposes of this Agreement, a Funds net assets shall be determined as provided in the Funds then-current Prospectus (as used herein, this term includes the related Statement of Additional Information).
If this Agreement shall become effective subsequent to the first day of a month, or shall terminate before the last day of a month, the Subadvisers compensation for such fraction of the month shall be prorated based on the number of calendar days of such month during which the Agreement is effective.
3. This Agreement shall become effective with respect to a Fund as of the date set forth opposite the Funds name as set forth on Schedule A hereto (the Effective Date ), provided that it has been approved by the Trustees of the Trust in accordance with the provisions of the 1940 Act and the rules thereunder and, if so required by the 1940 Act and the rules thereunder, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and the rules thereunder.
4. This Agreement shall continue in effect for the initial term set forth in Schedule A. It shall be renewed automatically thereafter with respect to a Fund by the Investment Adviser and the Subadviser for successive periods not exceeding one year, if and only if such renewal and continuance is specifically approved at least annually by the Board of Trustees of the Trust or by a vote of the majority of the outstanding voting securities of the Fund as prescribed by the 1940 Act and provided further that such continuance is approved at least annually thereafter by a vote of a majority of the Trusts Trustees, who are not parties to such Agreement or interested persons of such a party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement will terminate with respect to a Fund without the payment of any penalty upon termination of the Investment Advisory Agreement relating to the Fund by either party thereto (accompanied by simultaneous notice to the Subadviser) or upon sixty days written notice to the Subadviser that the Trustees of the Trust, the Investment Adviser or the shareholders by vote of a majority of the outstanding voting securities of the Fund, as provided by the 1940 Act, have terminated this Agreement. Notwithstanding the foregoing, this Agreement may be terminated upon less than sixty days notice to the Subadviser upon a material breach of this Agreement or if the Trustees determine that other circumstances have, or likely will have, a material adverse effect on the Subadvisers abilities to perform its obligations hereunder, including without limitation, notification of the departure of a portfolio manager of the Fund or other key personnel change. This Agreement may also be terminated by the Subadviser with respect to a Fund without penalty upon sixty days written notice to the Investment Adviser and the Trust.
This Agreement shall terminate automatically with respect to a Fund in the event of its assignment or, upon notice thereof to the Subadviser, the assignment of the Investment Advisory Agreement, unless its continuation thereafter is approved by the Board of Trustees of the Trust
and the shareholders of the Fund if so required by the 1940 Act (in each case as the term assignment is defined in Section 2(a)(4) of the 1940 Act, subject to such exemptions as may be granted by the Securities and Exchange Commission ( SEC ) by any rule, regulation, order or interpretive guidance).
5. Subject to the oversight of the Board of Trustees of the Trust and the Investment Adviser, the Subadviser will provide an investment program for the Allocated Assets, including investment research and management with respect to securities and investments, including cash and cash equivalents, and will determine from time to time what securities and other investments will be purchased, retained or sold. The Subadviser will provide the services under this Agreement to each Fund in accordance with such Funds investment objective, policies and restrictions as stated in the then-current Prospectus. The Subadviser further agrees that, in all matters relating to the performance of this Agreement, it:
(a) shall act in conformity with the Trusts Declaration of Trust, By-Laws and currently effective registration statements under the 1940 Act and the Securities Act of 1933 (the 1933 Act ) and any amendments or supplements thereto (the Registration Statements ) and with the written policies, procedures and guidelines of each Fund, and written instructions and directions of the Trustees of the Trust and shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940 (the Advisers Act ) and the rules thereunder, and all other applicable federal and state laws and regulations. The Investment Adviser, on behalf of the Trust, agrees to provide Subadviser with copies of the Trusts Declaration of Trust, By-Laws, Registration Statements, written policies, procedures and guidelines, and written instructions and directions of the Trustees, and any amendments or supplements to any of them at, or, if practicable, before the time such materials, instructions or directives become effective;
(b) will maintain at all times during the term of this Agreement, in full force and effect, insurance, including without limitation errors and omissions insurance, with reputable insurance carriers, in such amounts, covering such risks and liabilities, and with such deductibles and self-insurance as are consistent with customary industry practice;
(c) will pay expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for each Fund, provided that the Subadviser will not pay for or provide a credit with respect to any research provided to it in accordance with Section 5(d);
(d) will place orders pursuant to its investment determinations for the Allocated Assets either directly with any broker or dealer, or with the issuer. In placing orders with brokers or dealers, the Subadviser will attempt to obtain the best overall price and the most favorable execution of its orders under the circumstances. Subject to policies established by the Trustees of the Trust and communicated to the Subadviser, it is understood that the Subadviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of a Fund, or be in breach of any obligation owing to the Investment Adviser or the Trust or in respect of a Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another
member of an exchange, broker or dealer would have charged if the Subadviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 and interpretive guidance issued by the SEC thereunder) provided by such member, broker or dealer, viewed in terms of that particular transaction or the Subadvisers overall responsibilities with respect to the accounts, including the Fund, as to which it exercises investment discretion;
(e) will review the daily valuation of securities comprising the Allocated Assets of each Fund as obtained on a daily basis by the Funds administrator and furnished by it to Subadviser, and will promptly notify the Trust and the Investment Adviser if the Subadviser believes that any such valuations may not properly reflect the market value of any securities owned by the Fund, provided , however , that the Subadviser is not required by this subparagraph to obtain valuations of any such securities from brokers or dealers or otherwise, or to otherwise independently verify valuations of any such securities;
(f) unless otherwise instructed, will be responsible for voting all proxies of the Allocated Assets in accordance with the Proxy Voting Policies and Guidelines of Subadviser (the Proxy Policy ), provided that such Proxy Policy and any amendments thereto are furnished to the Trust;
(g) will attend regular business and investment-related meetings with the Trusts Board of Trustees and the Investment Adviser if requested to do so by the Trust and/or the Investment Adviser, and at its expense, shall supply the Board, the officers of the Trust, and the Investment Adviser with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder;
(h) will maintain books and records with respect to the securities transactions for the Allocated Assets of each Fund and proxy voting record for the Allocated Assets of the Fund, furnish to the Investment Adviser and the Trusts Board of Trustees such periodic and special reports as they may request with respect to the Fund, and provide in advance to the Investment Adviser all of the Subadvisers reports to the Trusts Board of Trustees for examination and review within a reasonable time prior to the Trusts Board meetings; and
(i) will pay expenses incurred by the Trust for any matters related to any transaction or event that is deemed to result in a change of control of the Subadviser or otherwise result in the assignment of the Sub-Investment Advisory Agreement under the 1940 Act.
6. The Investment Adviser or its affiliates may, from time to time, engage other subadvisers to advise other series of the Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a Sub-Advised Fund ). The Subadviser agrees that it will not consult with any other subadviser engaged by the Investment Adviser or its affiliates with respect to transactions in securities or other assets concerning a Fund or another Sub-Advised Fund, except to the extent permitted by the rules under the 1940 Act that permit certain transactions with a subadviser or its affiliates.
7. Subadviser agrees with respect to the services provided to each Fund that:
(a) it will promptly communicate to the Investment Adviser such information relating to Fund transactions as the officers and Trustees of the Trust may reasonably request and as communicated to the Subadviser;
(b) it will treat confidentially and as proprietary information of the Trust all records and other information relative to each Fund and its prior, present or potential shareholders ( Confidential Information ), will comply at all times with all applicable laws and regulations relating to the confidentiality of nonpublic personal information (including, to the extent that the Subadviser receives nonpublic personal information with respect to shareholders of the Fund, the Gramm-Leach-Bliley Act or other federal or state privacy laws and the regulations promulgated thereunder), and will not use such Confidential Information for any purpose other than the performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Trust, which approval may not be withheld where Subadviser is advised by internal or external counsel that the Subadviser may be exposed to civil or criminal contempt or other proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust); and
(c) during the term of this Agreement and for a period of eighteen (18) months following the termination of this Agreement, Subadviser (and its directors, officers, stockholders, employees, and agents) will not, directly or indirectly, solicit or induce any person that the Subadviser knows or reasonably should know to be a shareholder of the Fund, to be withdrawn from investment in any series of the Trust except to the extent the Subadviser can demonstrate that those shareholders were, at the time of their investment in the Fund, already existing clients of Subadviser.
8. Each party represents and warrants to the other party as follows:
(a) that the execution, delivery and performance of this Agreement are within its powers and have been duly authorized by all necessary actions of its directors or members, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of such party for execution, delivery and performance of this Agreement by such party, and the execution, delivery and performance by such party of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) such partys governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon such party; and
(b) that it is registered as an investment adviser with the SEC.
9. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Subadviser acknowledges that all records which it maintains for the Trust are the property of the Trust and agrees to surrender promptly to the Trust any of such records upon the Trusts request, provided that Subadviser may retain copies thereof at its own expense. Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act relating to transactions placed by Subadviser for the Fund. Subadviser further agrees to maintain each Funds proxy voting record with
respect to the Allocated Assets in a form mutually agreeable between the parties and which contains the information required by Form N-PX under the 1940 Act.
10. It is expressly understood and agreed that the services to be rendered by the Subadviser to the Investment Adviser under the provisions of this Agreement are not to be deemed to be exclusive, and the Subadviser shall be free to provide similar or different services to others so long as its ability to provide the services provided for in this Agreement shall not be materially impaired thereby. In addition, but without limiting any separate agreement between the Subadviser and the Investment Adviser to the contrary, nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
11. The Investment Adviser agrees that it will furnish currently to the Subadviser all information with reference to each Fund and the Trust that is reasonably necessary to permit the Subadviser to carry out its responsibilities under this Agreement, and the parties agree that they will from time to time consult and make appropriate arrangements as to specific information that is required under this paragraph and the frequency and manner with which it shall be supplied. Without limiting the generality of the foregoing, Investment Adviser will furnish to Subadviser procedures consistent with the Trusts contract with each Funds custodian from time to time (the Custodian ), and reasonably satisfactory to Subadviser, for consummation of portfolio transactions for each Fund by payment to or delivery by the Custodian of all cash and/or securities or other investments due to or from the Fund, and Subadviser shall not have possession or custody thereof or any responsibility or liability with respect to such custody. Upon giving proper instructions to the Custodian, Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.
12. The Subadviser and its directors, officers, stockholders, employees and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Adviser or the Trust (including on behalf of a Fund) in connection with any matters to which this Agreement relates or for any other act or omission in the performance by the Subadviser of its duties under this Agreement except that nothing herein contained shall be construed to protect the Subadviser against any liability by reason of the Subadvisers willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reckless disregard of its obligations or duties under this Agreement.
13. Each party shall indemnify and hold harmless the other party and its respective control persons (as described in Section 15 of the 1933 Act) and their respective directors, stockholders, members and employees (collectively, Indemnitees ) against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and other expenses of investigating or defending any alleged loss, claim, damages or liabilities) to which any of the Indemnitees may become subject under the 1933 Act, the 1940 Act, or the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on (i) any willful misfeasance, bad faith, or gross negligence of the other party in the performance of, or reckless disregard of, any of its duties or obligations hereunder, or (ii) any material breach of this Agreement by the other party.
14. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. Except to the extent governed by federal law including the 1940 Act, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without applying the principles of conflicts of law thereunder.
15. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought. No amendment of this Agreement shall be effective with respect to the Trust until approved as required by applicable law.
16. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any action, suit or legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or brought to enforce or defend any rights or remedies under this Agreement.
17. Any notice to be given hereunder may be given by personal notification or by facsimile transmission, to the party specified at the address stated below:
To the Investment Adviser at:
Aston Asset Management, LLC
120 N. LaSalle Street, 25th Floor
Chicago, IL 60602
Attn: Chief Executive Officer
Facsimile: (312) 268-1380
To the Subadviser at:
Silvercrest Asset Management Group LLC
1330 Avenue of the Americas, 38th Floor
New York, NY 10019
Attn: Office of the General Counsel
Facsimile: 212-649-0625
To a Fund or the Trust at:
Aston Funds
120 N. LaSalle Street, 25th Floor
Chicago, IL 60602
Attn: President
Facsimile: (312) 268-1380
or addressed as such party may from time to time designate by notice to other parties in accordance herewith.
18. The Subadviser agrees that for any claim by it against a Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of a
Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust.
[The Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the day and year first above written.
ASTON ASSET MANAGEMENT, LLC | ||
By: |
/s/ Stuart D. Bilton |
|
Name: Stuart D. Bilton | ||
Title: Chief Executive Officer | ||
SILVERCREST ASSET MANAGEMENT GROUP LLC | ||
By: |
/s/ Richard R. Hough III |
|
Name: Richard R. Hough III | ||
Title: President and CEO |
SCHEDULE A
Fund |
Effective Date |
Initial Term |
||
ASTON/Silvercrest Small Cap Fund |
May 30, 2014 |
December 31, 2015 |
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ASTON ASSET MANAGEMENT, LLC
AND CORNERSTONE INVESTMENT PARTNERS, LLC
SUB-INVESTMENT ADVISORY AGREEMENT (the Agreement ) made this 30th day of May, 2014 by and between ASTON ASSET MANAGEMENT, LLC (hereinafter referred to as the Investment Adviser ) and CORNERSTONE INVESTMENT PARTNERS, LLC (hereinafter referred to as the Subadviser ), which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.
W I T N E S S E T H :
WHEREAS, the Investment Adviser has been retained by Aston Funds, a Delaware statutory trust (the Trust ), a registered management investment company under the Investment Company Act of 1940, as amended (the 1940 Act ), to provide investment advisory services to the Trust with respect to certain series of the Trust set forth in Schedule A hereto as may be amended from time to time (hereinafter referred to as a Fund and, collectively, the Funds of the Trust);
WHEREAS, the Investment Adviser wishes to enter into a contract with the Subadviser to provide research, analysis, advice and recommendations with respect to the purchase and sale of securities, and make investment commitments with respect to such portion of the Funds assets as shall be allocated to the Subadviser by the Investment Adviser from time to time (the Allocated Assets ), subject to oversight by the Trustees of the Trust and the supervision of the Investment Adviser.
NOW THEREFORE, in consideration of the mutual agreements herein contained, and intending to be bound, the parties agree as follows:
1. In accordance with the Investment Advisory Agreement between the Trust and the Investment Adviser ( Investment Advisory Agreement ) with respect to the Funds, the Investment Adviser hereby appoints the Subadviser to act as subadviser with respect to the Allocated Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services set forth herein, for the compensation provided herein.
2. As compensation for the services enumerated herein, the Investment Adviser will pay the Subadviser a fee with respect to the Allocated Assets, which shall be calculated and payable monthly in arrears based on the average daily net assets of the Fund, in an amount equal to 50% of the positive difference, if any, of (x) the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before reduction of the fee payable to Subadviser) minus (y) the sum of: (i) any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, (ii) any reimbursement of expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (iii) any payments made by the Investment Adviser to third parties that provide distribution, shareholder services or similar services on behalf of the
Fund. If the foregoing calculation results in a negative amount, such amount shall be payable by the Subadviser within 30 days of receipt of notice from the Investment Adviser, which notice shall include the basis for the calculation.
For the purposes of this Agreement, a Funds net assets shall be determined as provided in the Funds then-current Prospectus (as used herein, this term includes the related Statement of Additional Information).
If this Agreement shall become effective subsequent to the first day of a month, or shall terminate before the last day of a month, the Subadvisers compensation for such fraction of the month shall be prorated based on the number of calendar days of such month during which the Agreement is effective.
3. This Agreement shall become effective with respect to a Fund as of the date set forth opposite the Funds name as set forth on Schedule A hereto (the Effective Date ), provided that it has been approved by the Trustees of the Trust in accordance with the provisions of the 1940 Act and the rules thereunder and, if so required by the 1940 Act and the rules thereunder, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and the rules thereunder.
4. This Agreement shall continue in effect for the initial term set forth in Schedule A. It shall be renewed automatically thereafter with respect to a Fund by the Investment Adviser and the Subadviser for successive periods not exceeding one year, if and only if such renewal and continuance is specifically approved at least annually by the Board of Trustees of the Trust or by a vote of the majority of the outstanding voting securities of the Fund as prescribed by the 1940 Act and provided further that such continuance is approved at least annually thereafter by a vote of a majority of the Trusts Trustees, who are not parties to such Agreement or interested persons of such a party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement will terminate with respect to a Fund without the payment of any penalty upon termination of the Investment Advisory Agreement relating to the Fund by either party thereto (accompanied by simultaneous notice to the Subadviser) or upon sixty days written notice to the Subadviser that the Trustees of the Trust, the Investment Adviser or the shareholders by vote of a majority of the outstanding voting securities of the Fund, as provided by the 1940 Act, have terminated this Agreement. Notwithstanding the foregoing, this Agreement may be terminated upon less than sixty days notice to the Subadviser upon a material breach of this Agreement or if the Trustees determine that other circumstances have, or likely will have, a material adverse effect on the Subadvisers abilities to perform its obligations hereunder, including without limitation, notification of the departure of a portfolio manager of the Fund or other key personnel change. This Agreement may also be terminated by the Subadviser with respect to a Fund without penalty upon sixty days written notice to the Investment Adviser and the Trust.
This Agreement shall terminate automatically with respect to a Fund in the event of its assignment or, upon notice thereof to the Subadviser, the assignment of the Investment Advisory Agreement, unless its continuation thereafter is approved by the Board of Trustees of the Trust and the shareholders of the Fund if so required by the 1940 Act (in each case as the term assignment is defined in Section 2(a)(4) of the 1940 Act, subject to such exemptions as may be
granted by the Securities and Exchange Commission ( SEC ) by any rule, regulation, order or interpretive guidance).
5. Subject to the oversight of the Board of Trustees of the Trust and the Investment Adviser, the Subadviser will provide an investment program for the Allocated Assets, including investment research and management with respect to securities and investments, including cash and cash equivalents, and will determine from time to time what securities and other investments will be purchased, retained or sold. The Subadviser will provide the services under this Agreement in accordance with each Funds investment objective, policies and restrictions as stated in the Prospectus, as provided to the Subadviser by the Investment Adviser. The Subadviser further agrees that, in all matters relating to the performance of this Agreement, it:
(a) shall act in conformity with the Trusts Declaration of Trust, By-Laws and currently effective registration statements under the 1940 Act and the Securities Act of 1933 (the 1933 Act ) and any amendments or supplements thereto (the Registration Statements ) and with the written policies, procedures and guidelines of each Fund, and written instructions and directions of the Trustees of the Trust and shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940 (the Advisers Act ) and the rules thereunder, and all other applicable federal and state laws and regulations. The Trust agrees to provide Subadviser with copies of the Trusts Declaration of Trust, By-Laws, Registration Statements, written policies, procedures and guidelines, and written instructions and directions of the Trustees, and any amendments or supplements to any of them at, or, if practicable, before the time such materials, instructions or directives become effective;
(b) will maintain at all times during the term of this Agreement, in full force and effect, insurance, including without limitation errors and omissions insurance, with reputable insurance carriers, in such amounts, covering such risks and liabilities, and with such deductibles and self-insurance as are consistent with customary industry practice;
(c) will pay expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction changes, if any) purchased for each Fund, provided that the Subadviser will not pay for or provide a credit with respect to any research provided to it in accordance with Section 5(d);
(d) will place orders pursuant to its investment determinations for the Allocated Assets either directly with any broker or dealer, or with the issuer. In placing orders with brokers or dealers, the Subadviser will attempt to obtain the best overall price and the most favorable execution of its orders. Subject to policies established by the Trustees of the Trust and communicated to the Subadviser, it is understood that the Subadviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of a Fund, or be in breach of any obligation owing to the Investment Adviser or the Trust or in respect of a Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Subadviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of 1934 and interpretive guidance issued by the SEC thereunder) provided by such member, broker or dealer, viewed in terms of that particular transaction or the Subadvisers overall responsibilities with respect to the accounts, including the Fund, as to which it exercises investment discretion;
(e) will review the daily valuation of securities comprising the Allocated Assets of each Fund as obtained on a daily basis by the Funds administrator and furnished by it to Subadviser, and will promptly notify the Trust and the Investment Adviser if the Subadviser believes that any such valuations may not properly reflect the market value of any securities owned by the Fund, provided , however , that the Subadviser is not required by this subparagraph to obtain valuations of any such securities from brokers or dealers or otherwise, or to otherwise independently verify valuations of any such securities;
(f) unless otherwise instructed, will be responsible for voting all proxies of the Allocated Assets in accordance with the Proxy Voting Policies and Guidelines of Subadviser (the Proxy Policy ), provided that such Proxy Policy and any amendments thereto are furnished to the Trust;
(g) will attend regular business and investment-related meetings with the Trusts Board of Trustees and the Investment Adviser if requested to do so by the Trust and/or the Investment Adviser, and at its expense, shall supply the Board, the officers of the Trust, and the Investment Adviser with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder;
(h) will maintain books and records with respect to the securities transactions for the Allocated Assets of each Fund and proxy voting record for the Allocated Assets of the Fund, furnish to the Investment Adviser and the Trusts Board of Trustees such periodic and special reports as they may request with respect to the Fund, and provide in advance to the Investment Adviser all of the Subadvisers reports to the Trusts Board of Trustees for examination and review within a reasonable time prior to the Trusts Board meetings; and
(i) will pay expenses incurred by the Trust for any matters related to any transaction or event that is deemed to result in a change of control of the Subadviser or otherwise result in the assignment of the Sub-Investment Advisory Agreement under the 1940 Act.
6. The Investment Adviser or its affiliates may, from time to time, engage other subadvisers to advise other series of the Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a Sub-Advised Fund ). The Subadviser agrees that it will not consult with any other subadviser engaged by the Investment Adviser or its affiliates with respect to transactions in securities or other assets concerning a Fund or another Sub-Advised Fund, except to the extent permitted by the rules under the 1940 Act that permit certain transactions with a subadviser or its affiliates.
7. Subadviser agrees with respect to the services provided to each Fund that:
(a) it will promptly communicate to the Investment Adviser such information relating to Fund transactions as the officers and Trustees of the Trust may reasonably request and as communicated to the Subadviser;
(b) it will treat confidentially and as proprietary information of the Trust all records and other information relative to each Fund and its prior, present or potential shareholders ( Confidential Information ), will comply at all times with all applicable laws and regulations relating to the confidentiality of nonpublic personal information including the Gramm-Leach-Bliley Act or other federal or state privacy laws and the regulations promulgated thereunder, and will not use such Confidential Information for any purpose other than the performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Trust, which approval may not be withheld where Subadviser is advised by counsel that the Subadviser may be exposed to civil or criminal contempt or other proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust); and
(c) during the term of this Agreement and for a period of eighteen (18) months following the termination of this Agreement, Subadviser (and its directors, officers, stockholders, employees, and agents) will not, directly or indirectly, solicit or induce any of the Funds shareholders to be withdrawn from investment in any series of the Trust.
8. Each party represents and warrants to the other party that the execution, delivery and performance of this Agreement is within its powers and have been duly authorized by all necessary actions of its directors or members, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of either party for execution, delivery and performance of this Agreement, and the execution, delivery and performance by either party of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) such partys governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon such party.
9. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Subadviser acknowledges that all records which it maintains for the Trust are the property of the Trust and agrees to surrender promptly to the Trust any of such records upon the Trusts request, provided that Subadviser may retain copies thereof at its own expense. Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act relating to transactions placed by Subadviser for the Fund. Subadviser further agrees to maintain each Funds proxy voting record with respect to the Allocated Assets in a form mutually agreeable between the parties and which contains the information required by Form N-PX under the 1940 Act.
10. It is expressly understood and agreed that the services to be rendered by the Subadviser to the Investment Adviser under the provisions of this Agreement are not to be deemed to be exclusive, and the Subadviser shall be free to provide similar or different services to others so long as its ability to provide the services provided for in this Agreement shall not be
materially impaired thereby. In addition, but without limiting any separate agreement between the Subadviser and the Investment Adviser to the contrary, nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
11. The Investment Adviser agrees that it will furnish currently to the Subadviser all information with reference to each Fund and the Trust that is reasonably necessary to permit the Subadviser to carry out its responsibilities under this Agreement, and the parties agree that they will from time to time consult and make appropriate arrangements as to specific information that is required under this paragraph and the frequency and manner with which it shall be supplied. Without limiting the generality of the foregoing, Investment Adviser will furnish to Subadviser procedures consistent with the Trusts contract with each Funds custodian from time to time (the Custodian ), and reasonably satisfactory to Subadviser, for consummation of portfolio transactions for each Fund by payment to or delivery by the Custodian of all cash and/or securities or other investments due to or from the Fund, and Subadviser shall not have possession or custody thereof or any responsibility or liability with respect to such custody. Upon giving proper instructions to the Custodian, Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.
12. The Subadviser and its directors, officers, stockholders, employees and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Adviser or the Trust in connection with any matters to which this Agreement relates or for any other act or omission in the performance by the Subadviser of its duties under this Agreement except that nothing herein contained shall be construed to protect the Subadviser against any liability by reason of the Subadvisers willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reckless disregard of its obligations or duties under this Agreement.
13. Each party shall indemnify and hold harmless the other party and its respective control persons (as described in Section 15 of the 1933 Act) and their respective directors, stockholders, members and employees (collectively, Indemnitees ) against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and other expenses of investigating or defending any alleged loss, claim, damages or liabilities) to which any of the Indemnitees may become subject under the 1933 Act, the 1940 Act, or the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on (i) any willful misfeasance, bad faith, or gross negligence of the other party in the performance of, or reckless disregard of, any of its duties or obligations hereunder, or (ii) any material breach of this Agreement by the other party.
14. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. Except to the extent governed by federal law including the 1940 Act, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without applying the principles of conflicts of law thereunder.
15. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought. No amendment of this Agreement shall be effective with respect to the Trust until approved as required by applicable law.
16. Any notice to be given hereunder may be given by personal notification or by facsimile transmission, to the party specified at the address stated below:
To the Investment Adviser at:
Aston Asset Management, LLC
120 N. LaSalle Street, 25th Floor
Chicago, IL 60602
Attn: Chief Executive Officer
Facsimile: (312) 268-1380
To the Subadviser at:
Cornerstone Investment Partners, LLC
Phipps Tower
3438 Peachtree Rd. N.E., Suite 900
Atlanta, GA 30326
Attn: Managing Partner
Facsimile: (404) 751-3889
To a Fund or the Trust at:
Aston Funds
120 N. LaSalle Street, 25th Floor
Chicago, IL 60602
Attn: President
Facsimile: (312) 268-1380
or addressed as such party may from time to time designate by notice to other parties in accordance herewith.
17. The Subadviser agrees that for any claim by it against a Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of a Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust.
[The Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the day and year first above written.
ASTON ASSET MANAGEMENT, LLC | ||
By: |
/s/ Stuart D. Bilton |
|
Name: Stuart D. Bilton | ||
Title: Chief Executive Officer | ||
CORNERSTONE INVESTMENT PARTNERS, LLC | ||
By: |
/s/ Wayne Holbrook |
|
Name: Wayne Holbrook | ||
Title: COO/CCO |
SCHEDULE A
Fund |
Effective Date |
Initial Term |
||
ASTON/Cornerstone Large Cap Value Fund |
May 30, 2014 |
December 31, 2015 |
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ASTON ASSET MANAGEMENT, LLC
AND HARRISON STREET SECURITIES, LLC
SUB-INVESTMENT ADVISORY AGREEMENT (the Agreement ) made this 30th day of May, 2014 by and between ASTON ASSET MANAGEMENT, LLC (hereinafter referred to as the Investment Adviser ) and HARRISON STREET SECURITIES, LLC (hereinafter referred to as the Subadviser ), which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.
W I T N E S S E T H :
WHEREAS, the Investment Adviser has been retained by Aston Funds, a Delaware statutory trust (the Trust ), a registered management investment company under the Investment Company Act of 1940, as amended (the 1940 Act ), to provide investment advisory services to the Trust with respect to certain series of the Trust set forth in Schedule A hereto as may be amended from time to time (hereinafter referred to as a Fund and, collectively, the Funds of the Trust);
WHEREAS, the Investment Adviser wishes to enter into a contract with the Subadviser to provide research, analysis, advice and recommendations with respect to the purchase and sale of securities, and make investment commitments with respect to such portion of the Funds assets as shall be allocated to the Subadviser by the Investment Adviser from time to time (the Allocated Assets ), subject to oversight by the Trustees of the Trust and the supervision of the Investment Adviser.
NOW THEREFORE, in consideration of the mutual agreements herein contained, and intending to be bound, the parties agree as follows:
1. In accordance with the Investment Advisory Agreement between the Trust and the Investment Adviser ( Investment Advisory Agreement ) with respect to the Funds, the Investment Adviser hereby appoints the Subadviser to act as subadviser with respect to the Allocated Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services set forth herein, for the compensation provided herein.
2. As compensation for the services enumerated herein, the Investment Adviser will pay the Subadviser a fee with respect to the Allocated Assets, which shall be calculated and payable monthly in arrears based on the average daily net assets of the Fund, in an amount equal to 50% of the positive difference, if any, of (x) the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before reduction of the fee payable to Subadviser) minus (y) the sum of: (i) any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, (ii) any reimbursement of expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (iii) any payments made by the Investment Adviser to third parties that provide distribution, shareholder services or similar services on behalf of the
Fund. If the foregoing calculation results in a negative amount, such amount shall be payable by the Subadviser within 30 days of receipt of notice from the Investment Adviser, which notice shall include the basis for the calculation.
For the purposes of this Agreement, a Funds net assets shall be determined as provided in the Funds then-current Prospectus (as used herein, this term includes the related Statement of Additional Information).
If this Agreement shall become effective subsequent to the first day of a month, or shall terminate before the last day of a month, the Subadvisers compensation for such fraction of the month shall be prorated based on the number of calendar days of such month during which the Agreement is effective.
3. This Agreement shall become effective with respect to a Fund as of the date set forth opposite the Funds name as set forth on Schedule A hereto (the Effective Date ), provided that it has been approved by the Trustees of the Trust in accordance with the provisions of the 1940 Act and the rules thereunder and, if so required by the 1940 Act and the rules thereunder, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and the rules thereunder.
4. This Agreement shall continue in effect for the initial term set forth in Schedule A. It shall be renewed automatically thereafter with respect to a Fund by the Investment Adviser and the Subadviser for successive periods not exceeding one year, if and only if such renewal and continuance is specifically approved at least annually by the Board of Trustees of the Trust or by a vote of the majority of the outstanding voting securities of the Fund as prescribed by the 1940 Act and provided further that such continuance is approved at least annually thereafter by a vote of a majority of the Trusts Trustees, who are not parties to such Agreement or interested persons of such a party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement will terminate with respect to a Fund without the payment of any penalty upon termination of the Investment Advisory Agreement relating to the Fund by either party thereto (accompanied by simultaneous notice to the Subadviser) or upon sixty days written notice to the Subadviser that the Trustees of the Trust, the Investment Adviser or the shareholders by vote of a majority of the outstanding voting securities of the Fund, as provided by the 1940 Act, have terminated this Agreement. Notwithstanding the foregoing, this Agreement may be terminated upon less than sixty days notice to the Subadviser upon a material breach of this Agreement or if the Trustees determine that other circumstances have, or likely will have, a material adverse effect on the Subadvisers abilities to perform its obligations hereunder, including without limitation, notification of the departure of a portfolio manager of the Fund or other key personnel change. This Agreement may also be terminated by the Subadviser with respect to a Fund without penalty upon sixty days written notice to the Investment Adviser and the Trust.
This Agreement shall terminate automatically with respect to a Fund in the event of its assignment or, upon notice thereof to the Subadviser, the assignment of the Investment Advisory Agreement, unless its continuation thereafter is approved by the Board of Trustees of the Trust and the shareholders of the Fund if so required by the 1940 Act (in each case as the term assignment is defined in Section 2(a)(4) of the 1940 Act, subject to such exemptions as may be
granted by the Securities and Exchange Commission ( SEC ) by any rule, regulation, order or interpretive guidance).
5. Subject to the oversight of the Board of Trustees of the Trust and the Investment Adviser, the Subadviser will provide an investment program for the Allocated Assets, including investment research and management with respect to securities and investments, including cash and cash equivalents, and will determine from time to time what securities and other investments will be purchased, retained or sold. The Subadviser will provide the services under this Agreement in accordance with each Funds investment objective, policies and restrictions as stated in the Prospectus, as provided to the Subadviser by the Investment Adviser. The Subadviser further agrees that, in all matters relating to the performance of this Agreement, it:
(a) shall act in conformity with the Trusts Declaration of Trust, By-Laws and currently effective registration statements under the 1940 Act and the Securities Act of 1933 (the 1933 Act ) and any amendments or supplements thereto (the Registration Statements ) and with the written policies, procedures and guidelines of each Fund, and written instructions and directions of the Trustees of the Trust and shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940 (the Advisers Act ) and the rules thereunder, and all other applicable federal and state laws and regulations. The Trust agrees to provide Subadviser with copies of the Trusts Declaration of Trust, By-Laws, Registration Statements, written policies, procedures and guidelines, and written instructions and directions of the Trustees, and any amendments or supplements to any of them at, or, if practicable, before the time such materials, instructions or directives become effective;
(b) will maintain at all times during the term of this Agreement, in full force and effect, insurance, including without limitation errors and omissions insurance, with reputable insurance carriers, in such amounts, covering such risks and liabilities, and with such deductibles and self-insurance as are consistent with customary industry practice;
(c) will pay expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction changes, if any) purchased for each Fund, provided that the Subadviser will not pay for or provide a credit with respect to any research provided to it in accordance with Section 5(d);
(d) will place orders pursuant to its investment determinations for the Allocated Assets either directly with any broker or dealer, or with the issuer. In placing orders with brokers or dealers, the Subadviser will attempt to obtain the best overall price and the most favorable execution of its orders. Subject to policies established by the Trustees of the Trust and communicated to the Subadviser, it is understood that the Subadviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of a Fund, or be in breach of any obligation owing to the Investment Adviser or the Trust or in respect of a Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Subadviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of 1934 and interpretive guidance issued by the SEC thereunder) provided by such member, broker or dealer, viewed in terms of that particular transaction or the Subadvisers overall responsibilities with respect to the accounts, including the Fund, as to which it exercises investment discretion;
(e) will review the daily valuation of securities comprising the Allocated Assets of each Fund as obtained on a daily basis by the Funds administrator and furnished by it to Subadviser, and will promptly notify the Trust and the Investment Adviser if the Subadviser believes that any such valuations may not properly reflect the market value of any securities owned by the Fund, provided , however , that the Subadviser is not required by this subparagraph to obtain valuations of any such securities from brokers or dealers or otherwise, or to otherwise independently verify valuations of any such securities;
(f) unless otherwise instructed, will be responsible for voting all proxies of the Allocated Assets in accordance with the Proxy Voting Policies and Guidelines of Subadviser (the Proxy Policy ), provided that such Proxy Policy and any amendments thereto are furnished to the Trust;
(g) will attend regular business and investment-related meetings with the Trusts Board of Trustees and the Investment Adviser if requested to do so by the Trust and/or the Investment Adviser, and at its expense, shall supply the Board, the officers of the Trust, and the Investment Adviser with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder;
(h) will maintain books and records with respect to the securities transactions for the Allocated Assets of each Fund and proxy voting record for the Allocated Assets of the Fund, furnish to the Investment Adviser and the Trusts Board of Trustees such periodic and special reports as they may request with respect to the Fund, and provide in advance to the Investment Adviser all of the Subadvisers reports to the Trusts Board of Trustees for examination and review within a reasonable time prior to the Trusts Board meetings; and
(i) will pay expenses incurred by the Trust for any matters related to any transaction or event that is deemed to result in a change of control of the Subadviser or otherwise result in the assignment of the Sub-Investment Advisory Agreement under the 1940 Act.
6. The Investment Adviser or its affiliates may, from time to time, engage other subadvisers to advise other series of the Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a Sub-Advised Fund ). The Subadviser agrees that it will not consult with any other subadviser engaged by the Investment Adviser or its affiliates with respect to transactions in securities or other assets concerning a Fund or another Sub-Advised Fund, except to the extent permitted by the rules under the 1940 Act that permit certain transactions with a subadviser or its affiliates.
7. Subadviser agrees with respect to the services provided to each Fund that:
(a) it will promptly communicate to the Investment Adviser such information relating to Fund transactions as the officers and Trustees of the Trust may reasonably request and as communicated to the Subadviser;
(b) it will treat confidentially and as proprietary information of the Trust all records and other information relative to each Fund and its prior, present or potential shareholders ( Confidential Information ), will comply at all times with all applicable laws and regulations relating to the confidentiality of nonpublic personal information including the Gramm-Leach-Bliley Act or other federal or state privacy laws and the regulations promulgated thereunder, and will not use such Confidential Information for any purpose other than the performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Trust, which approval may not be withheld where Subadviser is advised by counsel that the Subadviser may be exposed to civil or criminal contempt or other proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust); and
(c) during the term of this Agreement and for a period of eighteen (18) months following the termination of this Agreement, Subadviser (and its directors, officers, stockholders, employees, and agents) will not, directly or indirectly, solicit or induce any of the Funds shareholders to be withdrawn from investment in any series of the Trust.
8. Each party represents and warrants to the other party that the execution, delivery and performance of this Agreement is within its powers and have been duly authorized by all necessary actions of its directors or members, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of either party for execution, delivery and performance of this Agreement, and the execution, delivery and performance by either party of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) such partys governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon such party.
9. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Subadviser acknowledges that all records which it maintains for the Trust are the property of the Trust and agrees to surrender promptly to the Trust any of such records upon the Trusts request, provided that Subadviser may retain copies thereof at its own expense. Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act relating to transactions placed by Subadviser for the Fund. Subadviser further agrees to maintain each Funds proxy voting record with respect to the Allocated Assets in a form mutually agreeable between the parties and which contains the information required by Form N-PX under the 1940 Act.
10. It is expressly understood and agreed that the services to be rendered by the Subadviser to the Investment Adviser under the provisions of this Agreement are not to be deemed to be exclusive, and the Subadviser shall be free to provide similar or different services to others so long as its ability to provide the services provided for in this Agreement shall not be
materially impaired thereby. In addition, but without limiting any separate agreement between the Subadviser and the Investment Adviser to the contrary, nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
11. The Investment Adviser agrees that it will furnish currently to the Subadviser all information with reference to each Fund and the Trust that is reasonably necessary to permit the Subadviser to carry out its responsibilities under this Agreement, and the parties agree that they will from time to time consult and make appropriate arrangements as to specific information that is required under this paragraph and the frequency and manner with which it shall be supplied. Without limiting the generality of the foregoing, Investment Adviser will furnish to Subadviser procedures consistent with the Trusts contract with each Funds custodian from time to time (the Custodian ), and reasonably satisfactory to Subadviser, for consummation of portfolio transactions for each Fund by payment to or delivery by the Custodian of all cash and/or securities or other investments due to or from the Fund, and Subadviser shall not have possession or custody thereof or any responsibility or liability with respect to such custody. Upon giving proper instructions to the Custodian, Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.
12. The Subadviser and its directors, officers, stockholders, employees and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Adviser or the Trust in connection with any matters to which this Agreement relates or for any other act or omission in the performance by the Subadviser of its duties under this Agreement except that nothing herein contained shall be construed to protect the Subadviser against any liability by reason of the Subadvisers willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reckless disregard of its obligations or duties under this Agreement.
13. Each party shall indemnify and hold harmless the other party and its respective control persons (as described in Section 15 of the 1933 Act) and their respective directors, stockholders, members and employees (collectively, Indemnitees ) against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and other expenses of investigating or defending any alleged loss, claim, damages or liabilities) to which any of the Indemnitees may become subject under the 1933 Act, the 1940 Act, or the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on (i) any willful misfeasance, bad faith, or gross negligence of the other party in the performance of, or reckless disregard of, any of its duties or obligations hereunder, or (ii) any material breach of this Agreement by the other party.
14. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. Except to the extent governed by federal law including the 1940 Act, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without applying the principles of conflicts of law thereunder.
15. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought. No amendment of this Agreement shall be effective with respect to the Trust until approved as required by applicable law.
16. Any notice to be given hereunder may be given by personal notification or by facsimile transmission, to the party specified at the address stated below:
To the Investment Adviser at:
Aston Asset Management, LLC
120 N. LaSalle Street, 25th Floor
Chicago, IL 60602
Attn: Chief Executive Officer
Facsimile: (312) 268-1380
To the Subadviser at:
Harrison Street Securities, LLC
71 S. Wacker Drive
Suite 3575
Chicago, IL 60606
Attn: Executive Manager
Facsimile: (312) 582-2866
To a Fund or the Trust at:
Aston Funds
120 N. LaSalle Street, 25th Floor
Chicago, IL 60602
Attn: President
Facsimile: (312) 268-1380
or addressed as such party may from time to time designate by notice to other parties in accordance herewith.
17. The Subadviser agrees that for any claim by it against a Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of a Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust.
[The Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the day and year first above written.
ASTON ASSET MANAGEMENT, LLC |
||
By: |
/s/ Stuart D. Bilton |
|
Name: Stuart D. Bilton |
||
Title: Chief Executive Officer |
||
HARRISON STREET SECURITIES, LLC |
||
By: |
/s/ Reagan Pratt |
|
Name: Reagan Pratt |
||
Title: Portfolio Manager and Principal |
SCHEDULE A
Fund |
Effective Date |
Initial Term |
||
ASTON/Harrison Street Real Estate Fund |
May 30, 2014 |
December 31, 2015 |
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ASTON ASSET MANAGEMENT, LLC
AND LEE MUNDER CAPITAL GROUP, LLC
SUB-INVESTMENT ADVISORY AGREEMENT (the Agreement ) made this 30th day of May, 2014 by and between ASTON ASSET MANAGEMENT, LLC (hereinafter referred to as the Investment Adviser ) and LEE MUNDER CAPITAL GROUP, LLC (hereinafter referred to as the Subadviser ), which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.
W I T N E S S E T H :
WHEREAS, the Investment Adviser has been retained by Aston Funds, a Delaware statutory trust (the Trust ), a registered management investment company under the Investment Company Act of 1940, as amended (the 1940 Act ), to provide investment advisory services to the Trust with respect to certain series of the Trust set forth in Schedule A hereto as may be amended from time to time (hereinafter referred to as a Fund and, collectively, the Funds of the Trust);
WHEREAS, the Investment Adviser wishes to enter into a contract with the Subadviser to provide research, analysis, advice and recommendations with respect to the purchase and sale of securities, and make investment commitments with respect to such portion of the Funds assets as shall be allocated to the Subadviser by the Investment Adviser from time to time (the Allocated Assets ), subject to oversight by the Trustees of the Trust and the supervision of the Investment Adviser.
NOW THEREFORE, in consideration of the mutual agreements herein contained, and intending to be bound, the parties agree as follows:
1. In accordance with the Investment Advisory Agreement between the Trust and the Investment Adviser ( Investment Advisory Agreement ) with respect to the Funds, the Investment Adviser hereby appoints the Subadviser to act as subadviser with respect to the Allocated Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services set forth herein, for the compensation provided herein.
2. As compensation for the services enumerated herein, the Investment Adviser will pay the Subadviser a fee with respect to the Allocated Assets, which shall be calculated and payable monthly in arrears based on the average daily net assets of the Fund, in an amount equal to 50% of the positive difference, if any, of (x) the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before reduction of the fee payable to Subadviser) minus (y) the sum of: (i) any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, (ii) any reimbursement of expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (iii) any payments made by the Investment Adviser
to third parties that provide distribution, shareholder services or similar services on behalf of the Fund. If the foregoing calculation results in a negative amount, such amount shall be payable by the Subadviser within 30 days of receipt of notice from the Investment Adviser, which notice shall include the basis for the calculation.
For the purposes of this Agreement, a Funds net assets shall be determined as provided in the Funds then-current Prospectus (as used herein, this term includes the related Statement of Additional Information).
If this Agreement shall become effective subsequent to the first day of a month, or shall terminate before the last day of a month, the Subadvisers compensation for such fraction of the month shall be prorated based on the number of calendar days of such month during which the Agreement is effective.
3. This Agreement shall become effective with respect to a Fund as of the date set forth opposite the Funds name as set forth on Schedule A hereto (the Effective Date ), provided that it has been approved by the Trustees of the Trust in accordance with the provisions of the 1940 Act and the rules thereunder and, if so required by the 1940 Act and the rules thereunder, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and the rules thereunder.
4. This Agreement shall continue in effect for the initial term set forth in Schedule A. It shall be renewed automatically thereafter with respect to a Fund by the Investment Adviser and the Subadviser for successive periods not exceeding one year, if and only if such renewal and continuance is specifically approved at least annually by the Board of Trustees of the Trust or by a vote of the majority of the outstanding voting securities of the Fund as prescribed by the 1940 Act and provided further that such continuance is approved at least annually thereafter by a vote of a majority of the Trusts Trustees, who are not parties to such Agreement or interested persons of such a party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement will terminate with respect to a Fund without the payment of any penalty upon termination of the Investment Advisory Agreement relating to the Fund by either party thereto (accompanied by simultaneous notice to the Subadviser) or upon sixty days written notice to the Subadviser that the Trustees of the Trust, the Investment Adviser or the shareholders by vote of a majority of the outstanding voting securities of the Fund, as provided by the 1940 Act, have terminated this Agreement. Notwithstanding the foregoing, this Agreement may be terminated upon less than sixty days notice to the Subadviser upon a material breach of this Agreement or if the Trustees determine that other circumstances have, or likely will have, a material adverse effect on the Subadvisers abilities to perform its obligations hereunder, including without limitation, notification of the departure of a portfolio manager of the Fund or other key personnel change. This Agreement may also be terminated by the Subadviser with respect to a Fund without penalty upon sixty days written notice to the Investment Adviser and the Trust.
This Agreement shall terminate automatically with respect to a Fund in the event of its assignment or, upon notice thereof to the Subadviser, the assignment of the Investment Advisory Agreement, unless its continuation thereafter is approved by the Board of Trustees of the Trust and the shareholders of the Fund if so required by the 1940 Act (in each case as the term
assignment is defined in Section 2(a)(4) of the 1940 Act, subject to such exemptions as may be granted by the Securities and Exchange Commission ( SEC ) by any rule, regulation, order or interpretive guidance).
5. Subject to the oversight of the Board of Trustees of the Trust and the Investment Adviser, the Subadviser will provide an investment program for the Allocated Assets, including investment research and management with respect to securities and investments, including cash and cash equivalents, and will determine from time to time what securities and other investments will be purchased, retained or sold. The Subadviser will provide the services under this Agreement in accordance with each Funds investment objective, policies and restrictions as stated in the Prospectus, as provided to the Subadviser by the Investment Adviser. The Subadviser further agrees that, in all matters relating to the performance of this Agreement, it:
(a) shall act in conformity with the Trusts Declaration of Trust, By-Laws and currently effective registration statements under the 1940 Act and the Securities Act of 1933 (the 1933 Act ) and any amendments or supplements thereto (the Registration Statements ) and with the written policies, procedures and guidelines of each Fund, and written instructions and directions of the Trustees of the Trust and shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940 (the Advisers Act ) and the rules thereunder, and all other applicable federal and state laws and regulations. The Trust agrees to provide Subadviser with copies of the Trusts Declaration of Trust, By-Laws, Registration Statements, written policies, procedures and guidelines, and written instructions and directions of the Trustees, and any amendments or supplements to any of them at, or, if practicable, before the time such materials, instructions or directives become effective;
(b) will maintain at all times during the term of this Agreement, in full force and effect, insurance, including without limitation errors and omissions insurance, with reputable insurance carriers, in such amounts, covering such risks and liabilities, and with such deductibles and self-insurance as are consistent with customary industry practice;
(c) will pay expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for each Fund, provided that the Subadviser will not pay for or provide a credit with respect to any research provided to it in accordance with Section 5(d);
(d) will place orders pursuant to its investment determinations for the Allocated Assets either directly with any broker or dealer, or with the issuer. In placing orders with brokers or dealers, the Subadviser will attempt to obtain the best overall price and the most favorable execution of its orders. Subject to policies established by the Trustees of the Trust and communicated to the Subadviser, it is understood that the Subadviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of a Fund, or be in breach of any obligation owing to the Investment Adviser or the Trust or in respect of a Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Subadviser determines in good faith that the
commission paid was reasonable in relation to the brokerage or research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 and interpretive guidance issued by the SEC thereunder) provided by such member, broker or dealer, viewed in terms of that particular transaction or the Subadvisers overall responsibilities with respect to the accounts, including the Fund, as to which it exercises investment discretion;
(e) will review the daily valuation of securities comprising the Allocated Assets of each Fund as obtained on a daily basis by the Funds administrator and furnished by it to Subadviser, and will promptly notify the Trust and the Investment Adviser if the Subadviser believes that any such valuations may not properly reflect the market value of any securities owned by the Fund, provided , however , that the Subadviser is not required by this subparagraph to obtain valuations of any such securities from brokers or dealers or otherwise, or to otherwise independently verify valuations of any such securities;
(f) unless otherwise instructed, will be responsible for voting all proxies of the Allocated Assets in accordance with the Proxy Voting Policies and Guidelines of Subadviser (the Proxy Policy ), provided that such Proxy Policy and any amendments thereto are furnished to the Trust;
(g) will attend regular business and investment-related meetings with the Trusts Board of Trustees and the Investment Adviser if requested to do so by the Trust and/or the Investment Adviser, and at its expense, shall supply the Board, the officers of the Trust, and the Investment Adviser with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder;
(h) will maintain books and records with respect to the securities transactions for the Allocated Assets of each Fund and proxy voting record for the Allocated Assets of the Fund, furnish to the Investment Adviser and the Trusts Board of Trustees such periodic and special reports as they may request with respect to the Fund, and provide in advance to the Investment Adviser all of the Subadvisers reports to the Trusts Board of Trustees for examination and review within a reasonable time prior to the Trusts Board meetings; and
(i) will pay reasonable expenses incurred by the Trust for any matters related to any transaction or event that is deemed to result in a change of control of the Subadviser or otherwise result in the assignment of the Sub-Investment Advisory Agreement under the 1940 Act.
6. The Investment Adviser or its affiliates may, from time to time, engage other subadvisers to advise other series of the Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a Sub-Advised Fund ). The Subadviser agrees that it will not consult with any other subadviser engaged by the Investment Adviser or its affiliates with respect to transactions in securities or other assets concerning a Fund or another Sub-Advised Fund, except to the extent permitted by the rules under the 1940 Act that permit certain transactions with a subadviser or its affiliates.
7. Subadviser agrees with respect to the services provided to each Fund that:
(a) it will promptly communicate to the Investment Adviser such information relating to Fund transactions as the officers and Trustees of the Trust may reasonably request and as communicated to the Subadviser;
(b) it will treat confidentially and as proprietary information of the Trust all records and other information relative to each Fund and its prior, present or potential shareholders ( Confidential Information ), will comply at all times with all applicable laws and regulations relating to the confidentiality of nonpublic personal information including the Gramm-Leach-Bliley Act or other federal or state privacy laws and the regulations promulgated thereunder, and will not use such Confidential Information for any purpose other than the performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Trust, which approval may not be withheld where Subadviser is advised by counsel that the Subadviser may be exposed to civil or criminal contempt or other proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust); and
(c) during the term of this Agreement and for a period of eighteen (18) months following the termination of this Agreement, Subadviser (and its directors, officers, stockholders, employees, and agents) will not, directly or indirectly, solicit or induce any of the Funds shareholders to be withdrawn from investment in any series of the Trust.
8. Each party represents and warrants to the other party that the execution, delivery and performance of this Agreement is within its powers and have been duly authorized by all necessary actions of its directors or members, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of either party for execution, delivery and performance of this Agreement, and the execution, delivery and performance by either party of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) such partys governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon such party.
9. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Subadviser acknowledges that all records which it maintains for the Trust are the property of the Trust and agrees to surrender promptly to the Trust any of such records upon the Trusts request, provided that Subadviser may retain copies thereof at its own expense. Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act relating to transactions placed by Subadviser for the Fund. Subadviser further agrees to maintain each Funds proxy voting record with respect to the Allocated Assets in a form mutually agreeable between the parties and which contains the information required by Form N-PX under the 1940 Act.
10. It is expressly understood and agreed that the services to be rendered by the Subadviser to the Investment Adviser under the provisions of this Agreement are not to be deemed to be exclusive, and the Subadviser shall be free to provide similar or different services to others so long as its ability to provide the services provided for in this Agreement shall not be
materially impaired thereby. In addition, but without limiting any separate agreement between the Subadviser and the Investment Adviser to the contrary, nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
11. The Investment Adviser agrees that it will furnish currently to the Subadviser all information with reference to each Fund and the Trust that is reasonably necessary to permit the Subadviser to carry out its responsibilities under this Agreement, and the parties agree that they will from time to time consult and make appropriate arrangements as to specific information that is required under this paragraph and the frequency and manner with which it shall be supplied. Without limiting the generality of the foregoing, Investment Adviser will furnish to Subadviser procedures consistent with the Trusts contract with each Funds custodian from time to time (the Custodian ), and reasonably satisfactory to Subadviser, for consummation of portfolio transactions for each Fund by payment to or delivery by the Custodian of all cash and/or securities or other investments due to or from the Fund, and Subadviser shall not have possession or custody thereof or any responsibility or liability with respect to such custody. Upon giving proper instructions to the Custodian, Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.
12. The Subadviser and its directors, officers, stockholders, employees and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Adviser or the Trust in connection with any matters to which this Agreement relates or for any other act or omission in the performance by the Subadviser of its duties under this Agreement except that nothing herein contained shall be construed to protect the Subadviser against any liability by reason of the Subadvisers willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reckless disregard of its obligations or duties under this Agreement.
13. Each party shall indemnify and hold harmless the other party and its respective control persons (as described in Section 15 of the 1933 Act) and their respective directors, stockholders, members and employees (collectively, Indemnitees ) against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and other expenses of investigating or defending any alleged loss, claim, damages or liabilities) to which any of the Indemnitees may become subject under the 1933 Act, the 1940 Act, or the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on (i) any willful misfeasance, bad faith, or gross negligence of the other party in the performance of, or reckless disregard of, any of its duties or obligations hereunder, or (ii) any material breach of this Agreement by the other party.
14. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. Except to the extent governed by federal law including the 1940 Act, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without applying the principles of conflicts of law thereunder.
15. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought. No amendment of this Agreement shall be effective with respect to the Trust until approved as required by applicable law.
16. Any notice to be given hereunder may be given by personal notification or by facsimile transmission, to the party specified at the address stated below:
To the Investment Adviser at:
Aston Asset Management, LLC
120 N. LaSalle Street
25th Floor
Chicago, IL 60602
Attn: Chief Executive Officer
Facsimile: (312) 268-1380
To the Subadviser at:
Lee Munder Capital Group, LLC
200 Clarendon Street
28th Floor
Boston, Massachusetts 02116
Attn: Client Service Director
Facsimile: (617) 380-5598
To a Fund or the Trust at:
Aston Funds
120 N. LaSalle Street
25th Floor
Chicago, IL 60602
Attn: President
Facsimile: (312) 268-1380
or addressed as such party may from time to time designate by notice to other parties in accordance herewith.
17. The Subadviser agrees that for any claim by it against a Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of a Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust.
[The Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the day and year first above written.
ASTON ASSET MANAGEMENT, LLC |
||
By: |
/s/ Stuart D. Bilton |
|
Name: Stuart D. Bilton |
||
Title: Chief Executive Officer |
||
LEE MUNDER CAPITAL GROUP, LLC |
||
By: |
/s/ Joseph F. Tower III |
|
Name: Joseph F. Tower III |
||
Title: CCO/COO |
SCHEDULE A
Fund |
Effective Date |
Initial Term |
||
ASTON/LMCG Emerging Markets Fund |
May 30, 2014 |
December 31, 2015 | ||
ASTON/LMCG Small Cap Growth Fund |
May 30, 2014 |
December 31, 2015 |
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ASTON ASSET MANAGEMENT, LLC
AND ANCHOR CAPITAL ADVISORS LLC
SUB-INVESTMENT ADVISORY AGREEMENT (the Agreement ) made this 30th day of May, 2014 by and between ASTON ASSET MANAGEMENT, LLC (hereinafter referred to as the Investment Adviser ) and ANCHOR CAPITAL ADVISORS LLC (hereinafter referred to as the Subadviser ), which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.
W I T N E S S E T H :
WHEREAS, the Investment Adviser has been retained by Aston Funds, a Delaware statutory trust (the Trust ), a registered management investment company under the Investment Company Act of 1940, as amended (the 1940 Act ), to provide investment advisory services to the Trust with respect to certain series of the Trust set forth in Schedule A hereto as may be amended from time to time (hereinafter referred to as a Fund and, collectively, the Funds of the Trust);
WHEREAS, the Investment Adviser wishes to enter into a contract with the Subadviser to provide research, analysis, advice and recommendations with respect to the purchase and sale of securities, and make investment commitments with respect to such portion of the Funds assets as shall be allocated to the Subadviser by the Investment Adviser from time to time (the Allocated Assets ), subject to oversight by the Trustees of the Trust and the supervision of the Investment Adviser.
NOW THEREFORE, in consideration of the mutual agreements herein contained, and intending to be bound, the parties agree as follows:
1. In accordance with the Investment Advisory Agreement between the Trust and the Investment Adviser ( Investment Advisory Agreement ) with respect to the Funds, the Investment Adviser hereby appoints the Subadviser to act as subadviser with respect to the Allocated Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services set forth herein, for the compensation provided herein.
2. As compensation for the services enumerated herein, the Investment Adviser will pay the Subadviser a fee with respect to the Allocated Assets, which shall be calculated and payable monthly in arrears based on the average daily net assets of the Fund, in an amount equal to 50% of the positive difference, if any, of (x) the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before reduction of the fee payable to Subadviser) minus (y) the sum of: (i) any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, (ii) any reimbursement of expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (iii) any payments made by the Investment Adviser to third parties that provide distribution, shareholder services or similar services on behalf of the
Fund. If the foregoing calculation results in a negative amount, such amount shall be payable by the Subadviser within 30 days of receipt of notice from the Investment Adviser, which notice shall include the basis for the calculation.
For the purposes of this Agreement, a Funds net assets shall be determined as provided in the Funds then-current Prospectus (as used herein, this term includes the related Statement of Additional Information).
If this Agreement shall become effective subsequent to the first day of a month, or shall terminate before the last day of a month, the Subadvisers compensation for such fraction of the month shall be prorated based on the number of calendar days of such month during which the Agreement is effective.
3. This Agreement shall become effective with respect to a Fund as of the date set forth opposite the Funds name as set forth on Schedule A hereto (the Effective Date ), provided that it has been approved by the Trustees of the Trust in accordance with the provisions of the 1940 Act and the rules thereunder and, if so required by the 1940 Act and the rules thereunder, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and the rules thereunder.
4. This Agreement shall continue in effect for the initial term set forth in Schedule A. It shall be renewed automatically thereafter with respect to a Fund by the Investment Adviser and the Subadviser for successive periods not exceeding one year, if and only if such renewal and continuance is specifically approved at least annually by the Board of Trustees of the Trust or by a vote of the majority of the outstanding voting securities of the Fund as prescribed by the 1940 Act and provided further that such continuance is approved at least annually thereafter by a vote of a majority of the Trusts Trustees, who are not parties to such Agreement or interested persons of such a party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement will terminate with respect to a Fund without the payment of any penalty upon termination of the Investment Advisory Agreement relating to the Fund by either party thereto (accompanied by simultaneous notice to the Subadviser) or upon sixty days written notice to the Subadviser that the Trustees of the Trust, the Investment Adviser or the shareholders by vote of a majority of the outstanding voting securities of the Fund, as provided by the 1940 Act, have terminated this Agreement. Notwithstanding the foregoing, this Agreement may be terminated upon less than sixty days notice to the Subadviser upon a material breach of this Agreement or if the Trustees determine that other circumstances have, or likely will have, a material adverse effect on the Subadvisers abilities to perform its obligations hereunder, including without limitation, notification of the departure of a portfolio manager of the Fund or other key personnel change. This Agreement may also be terminated by the Subadviser with respect to a Fund without penalty upon sixty days written notice to the Investment Adviser and the Trust.
This Agreement shall terminate automatically with respect to a Fund in the event of its assignment or, upon notice thereof to the Subadviser, the assignment of the Investment Advisory Agreement, unless its continuation thereafter is approved by the Board of Trustees of the Trust and the shareholders of the Fund if so required by the 1940 Act (in each case as the term assignment is defined in Section 2(a)(4) of the 1940 Act, subject to such exemptions as may be
granted by the Securities and Exchange Commission ( SEC ) by any rule, regulation, order or interpretive guidance).
5. Subject to the oversight of the Board of Trustees of the Trust and the Investment Adviser, the Subadviser will provide an investment program for the Allocated Assets, including investment research and management with respect to securities and investments, including cash and cash equivalents, and will, on a discretionary basis, determine from time to time what securities and other investments will be purchased, retained or sold. The Subadviser will provide the services under this Agreement in accordance with each Funds investment objective, policies and restrictions as stated in the Prospectus, as provided to the Subadviser by the Investment Adviser. The Subadviser further agrees that, in all matters relating to the performance of this Agreement, it:
(a) shall act in conformity with the Trusts Declaration of Trust, By-Laws and currently effective registration statements under the 1940 Act and the Securities Act of 1933 (the 1933 Act ) and any amendments or supplements thereto (the Registration Statements ) and with the written policies, procedures and guidelines of each Fund, and written instructions and directions of the Trustees of the Trust and shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940 (the Advisers Act ) and the rules thereunder, and all other applicable federal and state laws and regulations. The Trust agrees to provide Subadviser with copies of the Trusts Declaration of Trust, By-Laws, Registration Statements, written policies, procedures and guidelines, and written instructions and directions of the Trustees, and any amendments or supplements to any of them at, or, if practicable, before the time such materials, instructions or directives become effective. The Subadviser shall act in conformity with any amendments or supplements to the foregoing as soon as practicable after receipt thereof;
(b) will maintain at all times during the term of this Agreement, in full force and effect, insurance, including without limitation errors and omissions insurance, with reputable insurance carriers, in such amounts, covering such risks and liabilities, and with such deductibles and self-insurance as are consistent with customary industry practice;
(c) will pay expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction changes, if any) purchased for each Fund, provided that the Subadviser will not pay for or provide a credit with respect to any research provided to it in accordance with Section 5(d);
(d) will place orders pursuant to its investment determinations for the Allocated Assets either directly with any broker or dealer, or with the issuer. In placing orders with brokers or dealers, the Subadviser will attempt to obtain the best execution of its orders. Subject to policies established by the Trustees of the Trust and communicated to the Subadviser, it is understood that the Subadviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of a Fund, or be in breach of any obligation owing to the Investment Adviser or the Trust or in respect of a Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in
excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Subadviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 and interpretive guidance issued by the SEC thereunder) provided by such member, broker or dealer, viewed in terms of that particular transaction or the Subadvisers overall responsibilities with respect to the accounts, including the Fund, as to which it exercises investment discretion;
(e) will review the daily valuation of securities comprising the Allocated Assets of each Fund as obtained on a daily basis by the Funds administrator and furnished by it to Subadviser, and will promptly notify the Trust and the Investment Adviser if the Subadviser believes that any such valuations may not properly reflect the market value of any securities owned by the Fund, provided , however , that the Subadviser is not required by this subparagraph to obtain valuations of any such securities from brokers or dealers or otherwise, or to otherwise independently verify valuations of any such securities;
(f) unless otherwise instructed, will be responsible for voting all proxies of the Allocated Assets in accordance with the Proxy Voting Policies and Guidelines of Subadviser (the Proxy Policy ), provided that such Proxy Policy and any amendments thereto are furnished to the Trust;
(g) will attend regular business and investment-related meetings with the Trusts Board of Trustees and the Investment Adviser if requested to do so by the Trust and/or the Investment Adviser, and at its expense, shall supply the Board, the officers of the Trust, and the Investment Adviser with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder;
(h) will maintain books and records with respect to the securities transactions for the Allocated Assets of each Fund and proxy voting record for the Allocated Assets of the Fund, furnish to the Investment Adviser and the Trusts Board of Trustees such periodic and special reports as they may reasonably request with respect to services provided by the Subadviser to the Fund, and provide in advance to the Investment Adviser all of the Subadvisers reports to the Trusts Board of Trustees for examination and review within a reasonable time prior to the Trusts Board meetings; and
(i) will pay expenses incurred by the Trust for any matters related to any transaction or event that is deemed to result in a change of control of the Subadviser or otherwise result in the assignment of the Sub-Investment Advisory Agreement under the 1940 Act.
6. The Investment Adviser or its affiliates may, from time to time, engage other subadvisers to advise other series of the Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a Sub-Advised Fund ). The Subadviser agrees that it will not consult with any other subadviser engaged by the Investment Adviser or its affiliates with respect to transactions in securities or other assets concerning a Fund or another Sub-Advised Fund, except to the extent
permitted by the rules under the 1940 Act that permit certain transactions with a subadviser or its affiliates.
7. Subadviser agrees with respect to the services provided to each Fund that:
(a) it will promptly communicate to the Investment Adviser such information relating to Fund transactions as the officers and Trustees of the Trust may reasonably request and as communicated to the Subadviser;
(b) it will treat confidentially and as proprietary information of the Trust all records and other information relative to each Fund and its prior, present or potential shareholders ( Confidential Information ), will comply at all times with all applicable laws and regulations relating to the confidentiality of nonpublic personal information including the Gramm-Leach-Bliley Act or other federal or state privacy laws and the regulations promulgated thereunder, and will not use such Confidential Information for any purpose other than the performance of its responsibilities and duties hereunder. Notwithstanding the foregoing, the Subadviser may divulge Confidential Information when so requested by the Trust in writing or when requested to divulge Confidential Information pursuant to statute, law, rule, regulation, subpoena, court order or other similar requirement (each, a Legal Requirement); provided , however , that if such disclosure is requested pursuant to a Legal Requirement, Subadviser will provide, unless otherwise prohibited by law, the Trust with notice of such request so that the Trust may seek, at its sole expense, to prevent such disclosure, and Subadviser shall cooperate, at the Trusts expense, with the Trusts efforts to prevent disclosure. In the event that the Trust is unable to prevent such disclosure prior to the date such disclosure is required, the Subadviser may disclose such portion of the Confidential Information that it is legally required to disclose; and
(c) during the term of this Agreement and for a period of eighteen (18) months following the termination of this Agreement, Subadviser (and its directors, officers, stockholders, employees, and agents) will not, directly or indirectly, solicit or induce any of the Funds shareholders to be withdrawn from investment in any series of the Trust, except to the extent the Subadviser (and its directors, officers, stockholders, employees, and agents) can demonstrate that those shareholders were, at the time of their initial investment in the Fund, already existing clients of the Subadviser or of its affiliated entities.
8. Each party represents and warrants to the other party that the execution, delivery and performance of this Agreement is within its powers and have been duly authorized by all necessary actions of its directors, partners or members, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of either party for execution, delivery and performance of this Agreement, and the execution, delivery and performance by either party of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) such partys governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon such party.
9. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Subadviser acknowledges that all records which it maintains for the Trust are the property of the
Trust and agrees to surrender promptly to the Trust any of such records upon the Trusts request, provided that Subadviser may retain copies thereof at its own expense. Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act relating to transactions placed by Subadviser for the Fund. Subadviser further agrees to maintain each Funds proxy voting record with respect to the Allocated Assets in a form mutually agreeable between the parties and which contains the information required by Form N-PX under the 1940 Act.
10. It is expressly understood and agreed that the services to be rendered by the Subadviser to the Investment Adviser under the provisions of this Agreement are not to be deemed to be exclusive, and the Subadviser shall be free to provide similar or different services to others so long as its ability to provide the services provided for in this Agreement shall not be materially impaired thereby. In addition, but without limiting any separate agreement between the Subadviser and the Investment Adviser to the contrary, nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Trustee, officer, or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
11. The Investment Adviser agrees that it will furnish currently to the Subadviser all information with reference to each Fund and the Trust that is reasonably necessary to permit the Subadviser to carry out its responsibilities under this Agreement, and the parties agree that they will from time to time consult and make appropriate arrangements as to specific information that is required under this paragraph and the frequency and manner with which it shall be supplied. Without limiting the generality of the foregoing, Investment Adviser will furnish to Subadviser procedures consistent with the Trusts contract with each Funds custodian from time to time (the Custodian ), and reasonably satisfactory to Subadviser, for consummation of portfolio transactions for each Fund by payment to or delivery by the Custodian of all cash and/or securities or other investments due to or from the Fund, and Subadviser shall not have possession or custody thereof or any responsibility or liability with respect to such custody. Upon giving proper instructions to the Custodian, Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.
12. The Subadviser and its directors, officers, stockholders, employees and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Adviser or the Trust in connection with any matters to which this Agreement relates or for any other act or omission in the performance by the Subadviser of its duties under this Agreement except that nothing herein contained shall be construed to protect the Subadviser against any liability by reason of the Subadvisers willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reckless disregard of its obligations or duties under this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 12 shall not be construed so as to relieve (or attempt to relieve) the Subadviser of any liability, to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 12 to the fullest extent permitted by law.
13. Each party shall indemnify and hold harmless the other party and its respective control persons (as described in Section 15 of the 1933 Act) and their respective directors, stockholders, members and employees (collectively, Indemnitees ) against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and other expenses of investigating or defending any alleged loss, claim, damages or liabilities) to which any of the Indemnitees may become subject under the 1933 Act, the 1940 Act, or the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on (i) any willful misfeasance, bad faith, or gross negligence of the other party in the performance of, or reckless disregard of, any of its duties or obligations hereunder, or (ii) any material breach of this Agreement by the other party.
14. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. Except to the extent governed by federal law including the 1940 Act, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without applying the principles of conflicts of law thereunder.
15. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought. No amendment of this Agreement shall be effective with respect to the Trust until approved as required by applicable law.
16. Any notice to be given hereunder may be given by personal notification or by facsimile transmission, to the party specified at the address stated below:
To the Investment Adviser at:
Aston Asset Management, LLC
120 N. LaSalle Street, 25th Floor
Chicago, IL 60602
Attn: Chief Executive Officer
Facsimile: (312) 268-1380
To the Subadviser at:
Anchor Capital Advisors LLC
One Post Office Square
Suite 3850
Boston, MA 02109
Attn: President
Facsimile: (617) 368-3835
To a Fund or the Trust at:
Aston Funds
120 N. LaSalle Street, 25th Floor
Chicago, IL 60602
Attn: President
Facsimile: (312) 268-1380
or addressed as such party may from time to time designate by notice to other parties in accordance herewith.
17. The Subadviser agrees that for any claim by it against a Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of a Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust.
[The Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the day and year first above written.
ASTON ASSET MANAGEMENT, LLC |
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By: |
/s/ Stuart D. Bilton |
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Name: Stuart D. Bilton |
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Title: Chief Executive Officer |
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ANCHOR CAPITAL ADVISORS LLC |
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By: |
/s/ William P. Rice |
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Name: William P. Rice |
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Title: Chief Executive Officer |
SCHEDULE A
Fund |
Effective Date |
Initial Term |
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ASTON/Anchor Capital Enhanced Equity Fund |
May 30, 2014 | December 31, 2015 |
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ASTON ASSET MANAGEMENT, LLC
AND PICTET ASSET MANAGEMENT LIMITED
SUB-INVESTMENT ADVISORY AGREEMENT (the Agreement ) made this 30th day of May, 2014 by and between ASTON ASSET MANAGEMENT, LLC (hereinafter referred to as the Investment Adviser ) and PICTET ASSET MANAGEMENT LIMITED (hereinafter referred to as the Subadviser ), which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.
W I T N E S S E T H :
WHEREAS, the Investment Adviser has been retained by Aston Funds, a Delaware statutory trust (the Trust ), a registered management investment company under the Investment Company Act of 1940, as amended (the 1940 Act ), to provide investment advisory services to the Trust with respect to certain series of the Trust set forth in Schedule A hereto as may be amended from time to time (hereinafter referred to as a Fund and, collectively, the Funds of the Trust);
WHEREAS, the Investment Adviser wishes to enter into a contract with the Subadviser to provide research, analysis, advice and recommendations with respect to the purchase and sale of securities, and make investment commitments with respect to such portion of the Funds assets as shall be allocated to the Subadviser by the Investment Adviser from time to time (the Allocated Assets ), subject to oversight by the Trustees of the Trust and the supervision of the Investment Adviser.
NOW THEREFORE, in consideration of the mutual agreements herein contained, and intending to be bound, the parties agree as follows:
1. In accordance with the Investment Advisory Agreement between the Trust and the Investment Adviser ( Investment Advisory Agreement ) with respect to the Funds, the Investment Adviser hereby appoints the Subadviser to act as subadviser with respect to the Allocated Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services set forth herein, for the compensation provided herein.
2. As compensation for the services enumerated herein, the Investment Adviser will pay the Subadviser a fee with respect to the Allocated Assets, which shall be calculated and payable monthly in arrears based on the average daily net assets of the Fund, in an amount equal to 50% of the positive difference, if any, of (x) the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before reduction of the fee payable to Subadviser) minus (y) the sum of: (i) any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (ii) any reimbursement of expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund. If the foregoing calculation results in a negative
amount, such amount shall be payable by the Subadviser within 30 days of receipt of notice from the Investment Adviser, which notice shall include the basis for the calculation.
For the purposes of this Agreement, a Funds net assets shall be determined as provided in the Funds then-current Prospectus (as used herein, this term includes the related Statement of Additional Information).
If this Agreement shall become effective subsequent to the first day of a month, or shall terminate before the last day of a month, the Subadvisers compensation for such fraction of the month shall be prorated based on the number of calendar days of such month during which the Agreement is effective.
3. This Agreement shall become effective with respect to a Fund as of the date set forth opposite the Funds name as set forth on Schedule A hereto (the Effective Date ), provided that it has been approved by the Trustees of the Trust in accordance with the provisions of the 1940 Act and the rules thereunder and, if so required by the 1940 Act and the rules thereunder, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and the rules thereunder.
4. This Agreement shall continue in effect for the initial term set forth in Schedule A. It shall be renewed automatically thereafter with respect to a Fund by the Investment Adviser and the Subadviser for successive periods not exceeding one year, if and only if such renewal and continuance is specifically approved at least annually by the Board of Trustees of the Trust or by a vote of the majority of the outstanding voting securities of the Fund as prescribed by the 1940 Act and provided further that such continuance is approved at least annually thereafter by a vote of a majority of the Trusts Trustees, who are not parties to such Agreement or interested persons of such a party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement will terminate with respect to a Fund without the payment of any penalty upon termination of the Investment Advisory Agreement relating to the Fund by either party thereto (accompanied by simultaneous notice to the Subadviser) or upon sixty days written notice to the Subadviser that the Trustees of the Trust, the Investment Adviser or the shareholders by vote of a majority of the outstanding voting securities of the Fund, as provided by the 1940 Act, have terminated this Agreement. Notwithstanding the foregoing, this Agreement may be terminated upon less than sixty days notice to the Subadviser upon a material breach of this Agreement or if the Trustees determine that other circumstances have, or likely will have, a material adverse effect on the Subadvisers abilities to perform its obligations hereunder, including without limitation, notification of the departure of a portfolio manager of the Fund or other key personnel change. This Agreement may also be terminated by the Subadviser with respect to a Fund without penalty upon sixty days written notice to the Investment Adviser and the Trust.
This Agreement shall terminate automatically with respect to a Fund in the event of its assignment or, upon notice thereof to the Subadviser, the assignment of the Investment Advisory Agreement, unless its continuation thereafter is approved by the Board of Trustees of the Trust and the shareholders of the Fund if so required by the 1940 Act (in each case as the term assignment is defined in Section 2(a)(4) of the 1940 Act, subject to such exemptions as may be
granted by the Securities and Exchange Commission ( SEC ) by any rule, regulation, order or interpretive guidance).
5. Subject to the oversight of the Board of Trustees of the Trust and the Investment Adviser, the Subadviser will provide an investment program for the Allocated Assets, including investment research and management with respect to securities and investments, including cash and cash equivalents, and will determine from time to time what securities and other investments will be purchased, retained or sold. The Subadviser will provide the services under this Agreement in accordance with each Funds investment objective, policies and restrictions as stated in the Prospectus, as provided to the Subadviser by the Investment Adviser. The Subadviser further agrees that, in all matters relating to the performance of this Agreement, it:
(a) shall act in conformity with the Trusts Declaration of Trust, By-Laws and currently effective registration statements under the 1940 Act and the Securities Act of 1933 (the 1933 Act ) and any amendments or supplements thereto (the Registration Statements ) and with the written policies, procedures and guidelines of each Fund, and written instructions and directions of the Trustees of the Trust and shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940 (the Advisers Act ) and the rules thereunder, and all other applicable federal and state laws and regulations. The Trust agrees to provide Subadviser with copies of the Trusts Declaration of Trust, By-Laws, Registration Statements, written policies, procedures and guidelines, and written instructions and directions of the Trustees, and any amendments or supplements to any of them at, or, if practicable, before the time such materials, instructions or directives become effective;
(b) will maintain at all times during the term of this Agreement, in full force and effect, insurance, including without limitation errors and omissions insurance, with reputable insurance carriers, in such amounts, covering such risks and liabilities, and with such deductibles and self-insurance as are consistent with customary industry practice;
(c) will pay expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction changes, if any) purchased for each Fund, provided that the Subadviser will not pay for or provide a credit with respect to any research provided to it in accordance with Section 5(d);
(d) will place orders pursuant to its investment determinations for the Allocated Assets either directly with any broker or dealer, or with the issuer. In placing orders with brokers or dealers, the Subadviser will attempt to obtain the best overall price and the most favorable execution of its orders. Subject to policies established by the Trustees of the Trust and communicated to the Subadviser, it is understood that the Subadviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of a Fund, or be in breach of any obligation owing to the Investment Adviser or the Trust or in respect of a Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Subadviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of 1934 and interpretive guidance issued by the SEC thereunder) provided by such member, broker or dealer, viewed in terms of that particular transaction or the Subadvisers overall responsibilities with respect to the accounts, including the Fund, as to which it exercises investment discretion;
(e) will review the daily valuation of securities comprising the Allocated Assets of each Fund as obtained on a daily basis by the Funds administrator and furnished by it to Subadviser, and will promptly notify the Trust and the Investment Adviser if the Subadviser believes that any such valuations may not properly reflect the market value of any securities owned by the Fund, provided , however , that the Subadviser is not required by this subparagraph to obtain valuations of any such securities from brokers or dealers or otherwise, or to otherwise independently verify valuations of any such securities;
(f) unless otherwise instructed, will be responsible for voting all proxies of the Allocated Assets in accordance with the Proxy Voting Policies and Guidelines of Subadviser (the Proxy Policy ), provided that such Proxy Policy and any amendments thereto are furnished to the Trust;
(g) will attend regular business and investment-related meetings with the Trusts Board of Trustees and the Investment Adviser if requested to do so by the Trust and/or the Investment Adviser, and at its expense, shall supply the Board, the officers of the Trust, and the Investment Adviser with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder;
(h) will maintain books and records with respect to the securities transactions for the Allocated Assets of each Fund and proxy voting record for the Allocated Assets of the Fund in accordance with regulation of the Securities and Exchange Commission, furnish to the Investment Adviser and the Trusts Board of Trustees such periodic and special reports as they may request with respect to the Fund, and provide in advance to the Investment Adviser all of the Subadvisers reports to the Trusts Board of Trustees for examination and review within a reasonable time prior to the Trusts Board meetings; and
(i) will pay expenses incurred by the Trust for any matters related to any transaction or event that is deemed to result in a change of control of the Subadviser or otherwise result in the assignment of the Sub-Investment Advisory Agreement under the 1940 Act.
6. The Investment Adviser or its affiliates may, from time to time, engage other subadvisers to advise other series of the Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a Sub-Advised Fund ). The Subadviser agrees that it will not consult with any other subadviser engaged by the Investment Adviser or its affiliates with respect to transactions in securities or other assets concerning a Fund or another Sub-Advised Fund, except to the extent permitted by the rules under the 1940 Act that permit certain transactions with a subadviser or its affiliates.
7. The Subadviser may, but is not required, in its discretion, to bunch or aggregate the securities to be so sold or purchased on behalf of a Fund with orders of other clients, and to allocate the aggregate amount of the investment and the associated costs thereof among the accounts in a manner over time which is no less favorable to the Fund than other clients of the Subadviser. Any such aggregated trades will be made by the Subadviser consistent with its written procedures.
8. Subadviser agrees with respect to the services provided to each Fund that:
(a) it is registered as an investment adviser under the Advisers Act, and will maintain such registration for the term of this Agreement;
(b) it will promptly communicate to the Investment Adviser such information relating to Fund transactions as the officers and Trustees of the Trust may reasonably request and as communicated to the Subadviser;
(c) it will treat confidentially and as proprietary information of the Trust all records and other information relative to each Fund and its prior, present or potential shareholders ( Confidential Information ), will comply at all times with all applicable laws and regulations relating to the confidentiality of nonpublic personal information including the Gramm-Leach-Bliley Act or other federal or state privacy laws and the regulations promulgated thereunder, and will not use such Confidential Information for any purpose other than the performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Trust, which approval may not be withheld where Subadviser is advised by counsel that the Subadviser may be exposed to civil or criminal contempt or other proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust); and
(d) during the term of this Agreement and for a period of eighteen (18) months following the termination of this Agreement, Subadviser (and its directors, officers, stockholders, employees, and agents) will not, directly or indirectly, solicit or induce any of the Funds shareholders to be withdrawn from investment in any series of the Trust.
9. Each party represents and warrants to the other party that the execution, delivery and performance of this Agreement is within its powers and have been duly authorized by all necessary actions of its directors or members, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of either party for execution, delivery and performance of this Agreement, and the execution, delivery and performance by either party of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) such partys governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon such party.
10. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Subadviser acknowledges that all records which it maintains for the Trust are the property of the Trust and agrees to surrender promptly to the Trust any of such records upon the Trusts request, provided that Subadviser may retain copies thereof at its own expense. Subadviser further agrees
to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act relating to transactions placed by Subadviser for the Fund. Subadviser further agrees to maintain each Funds proxy voting record with respect to the Allocated Assets in a form mutually agreeable between the parties and which contains the information required by Form N-PX under the 1940 Act.
11. It is expressly understood and agreed that the services to be rendered by the Subadviser to the Investment Adviser under the provisions of this Agreement are not to be deemed to be exclusive, and the Subadviser shall be free to provide similar or different services to others so long as its ability to provide the services provided for in this Agreement shall not be materially impaired thereby. In addition, but without limiting any separate agreement between the Subadviser and the Investment Adviser to the contrary, nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
12. The Investment Adviser agrees that it will furnish to the Subadviser all information with reference to each Fund and the Trust that is reasonably necessary to permit the Subadviser to carry out its responsibilities under this Agreement, and the parties agree that they will from time to time consult and make appropriate arrangements as to specific information that is required under this paragraph and the frequency and manner with which it shall be supplied. Without limiting the generality of the foregoing, Investment Adviser will furnish to Subadviser procedures consistent with the Trusts contract with each Funds custodian from time to time (the Custodian ), and reasonably satisfactory to Subadviser, for consummation of portfolio transactions for each Fund by payment to or delivery by the Custodian of all cash and/or securities or other investments due to or from the Fund, and Subadviser shall not have possession or custody thereof or any responsibility or liability with respect to such custody. Upon giving proper instructions to the Custodian, Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.
13. The Subadviser and its directors, officers, stockholders, employees and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Adviser or the Trust in connection with any matters to which this Agreement relates or for any other act or omission in the performance by the Subadviser of its duties under this Agreement except that nothing herein contained shall be construed to protect the Subadviser against any liability by reason of the Subadvisers willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reckless disregard of its obligations or duties under this Agreement.
14. Each party shall indemnify and hold harmless the other party and its respective control persons (as described in Section 15 of the 1933 Act) and their respective directors, stockholders, members and employees (collectively, Indemnitees ) against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and other expenses of investigating or defending any alleged loss, claim, damages or liabilities) to which any of the Indemnitees may become subject under the 1933 Act, the 1940 Act, or the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on (i) any willful
misfeasance, bad faith, or gross negligence of the other party in the performance of, or reckless disregard of, any of its duties or obligations hereunder, or (ii) any material breach of this Agreement by the other party.
15. In addition to its registration under the Advisers Act, the Subadviser is authorised and regulated by the Financial Conduct Authority (FCA) in the conduct of its designated investment business. The FCAs address is: 25 North Colonnade, Canary Wharf, London E14 5HS and its website can be accessed at: www.fca.gov.uk . In connection with such authorization, the parties acknowledge as follows:
(a) The Investment Adviser, the Trust and the Fund will be treated as a Professional Client under the FCA conduct of business rules set out in the Handbook of Rules and Guidance issued by the FCA (the FCA Rules) solely for purposes of the Subadvisers responsibilities under this Agreement as an FCA regulated entity. Terms defined in the FCA Rules shall have the same meaning where used herein unless the context otherwise dictates. The Client may request to be categorised as a Retail Client instead and benefit from the applicability of a higher level of protection but the Subadviser may decline to provide its services on that basis.
(b) If a complaint is of a serious nature relating to the Subadvisers conduct, the Investment Adviser may report it in writing to the Subadvisers Compliance Officer. Certain clients may have a right to refer a complaint to the Financial Ombudsman Service if the Subadviser is unable to resolve it. Where required by FCA Rules, a copy of the Subadvisers complaints handling procedure will be available on request.
(c) The Subadviser agrees that nothing in this paragraph 15 shall constitute a waiver of any rights of the Trust, the Fund or Investment Adviser under applicable U.S. securities laws, including the Advisers Act and 1940 Act.
16. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. Except to the extent governed by federal law including the 1940 Act, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without applying the principles of conflicts of law thereunder.
17. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought. No amendment of this Agreement shall be effective with respect to the Trust until approved as required by applicable law.
18. Any notice to be given hereunder may be given by personal notification or by facsimile transmission, to the party specified at the address stated below:
To the Investment Adviser at:
Aston Asset Management, LLC
120 N. LaSalle Street
25th Floor
Chicago, IL 60602
Attn: Chief Executive Officer
Facsimile: (312) 268-1380
To the Subadviser at:
Pictet Asset Management Limited
Moor House, 120 London Wall
London EC2Y 5ET
Attn: James Sapsford
Facsimile: +44 207 847 5300
To a Fund or the Trust at:
Aston Funds
120 N. LaSalle Street
25th Floor
Chicago, IL 60602
Attn: President
Facsimile: (312) 268-1380
or addressed as such party may from time to time designate by notice to other parties in accordance herewith.
19. The Subadviser agrees that for any claim by it against a Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of a Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust.
[The Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the day and year first above written.
ASTON ASSET MANAGEMENT, LLC
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By: |
/s/ Stuart D. Bilton |
|
Name: Stuart D. Bilton |
||
Title: Chief Executive Officer
|
||
PICTET ASSET MANAGEMENT LIMITED
|
||
By: |
/s/ Nian Lala |
|
Name: Nian Lala |
||
Title: Head of Legal Pictet Asset |
||
Management Limited
|
||
By: |
/s/ David Cawthrow |
|
Name: David Cawthrow |
||
Title: Head of Compliance |
SCHEDULE A
Fund |
Effective Date |
Initial Term |
||
ASTON/Pictet International Fund |
May 30, 2014 |
December 31, 2015 |
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN ASTON ASSET MANAGEMENT, LLC
AND GUARDIAN CAPITAL LP
SUB-INVESTMENT ADVISORY AGREEMENT (the Agreement ) made this 30th day of May, 2014 by and between ASTON ASSET MANAGEMENT, LLC (hereinafter referred to as the Investment Adviser ) and GUARDIAN CAPITAL LP (hereinafter referred to as the Subadviser ), which Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one instrument.
W I T N E S S E T H :
WHEREAS, the Investment Adviser has been retained by Aston Funds, a Delaware statutory trust (the Trust ), a registered management investment company under the Investment Company Act of 1940, as amended (the 1940 Act ), to provide investment advisory services to the Trust with respect to certain series of the Trust set forth in Schedule A hereto as may be amended from time to time (hereinafter referred to as a Fund and, collectively, the Funds of the Trust);
WHEREAS, the Investment Adviser wishes to enter into a contract with the Subadviser to provide research, analysis, advice and recommendations with respect to the purchase and sale of securities, and make investment commitments with respect to such portion of the Funds assets as shall be allocated to the Subadviser by the Investment Adviser from time to time (the Allocated Assets ), subject to oversight by the Trustees of the Trust and the supervision of the Investment Adviser.
NOW THEREFORE, in consideration of the mutual agreements herein contained, and intending to be bound, the parties agree as follows:
1. In accordance with the Investment Advisory Agreement between the Trust and the Investment Adviser ( Investment Advisory Agreement ) with respect to the Funds, the Investment Adviser hereby appoints the Subadviser to act as subadviser with respect to the Allocated Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services set forth herein, for the compensation provided herein.
2. As compensation for the services enumerated herein, the Investment Adviser will pay the Subadviser a fee with respect to the Allocated Assets, which shall be calculated and payable monthly in arrears based on the average daily net assets of the Fund, in an amount equal to 50% of the positive difference, if any, of (x) the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before reduction of the fee payable to Subadviser) minus (y) the sum of: (i) any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, (ii) any reimbursement of expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (iii) any payments made by the Investment Adviser to third parties that provide distribution, shareholder services or similar services on behalf of the Fund. If the foregoing calculation results in a negative amount, such amount shall be payable by
the Subadviser within 30 days of receipt of notice from the Investment Adviser, which notice shall include the basis for the calculation.
For the purposes of this Agreement, a Funds net assets shall be determined as provided in the Funds then-current Prospectus (as used herein, this term includes the related Statement of Additional Information).
If this Agreement shall become effective subsequent to the first day of a month, or shall terminate before the last day of a month, the Subadvisers compensation for such fraction of the month shall be prorated based on the number of calendar days of such month during which the Agreement is effective.
3. This Agreement shall become effective with respect to a Fund as of the date set forth opposite the Funds name as set forth on Schedule A hereto (the Effective Date ), provided that it has been approved by the Trustees of the Trust in accordance with the provisions of the 1940 Act and the rules thereunder and, if so required by the 1940 Act and the rules thereunder, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and the rules thereunder.
4. This Agreement shall continue in effect for the initial term set forth in Schedule A. It shall be renewed automatically thereafter with respect to a Fund by the Investment Adviser and the Subadviser for successive periods not exceeding one year, if and only if such renewal and continuance is specifically approved at least annually by the Board of Trustees of the Trust or by a vote of the majority of the outstanding voting securities of the Fund as prescribed by the 1940 Act and provided further that such continuance is approved at least annually thereafter by a vote of a majority of the Trusts Trustees, who are not parties to such Agreement or interested persons of such a party, cast in person at a meeting called for the purpose of voting on such approval. This Agreement will terminate with respect to a Fund without the payment of any penalty upon termination of the Investment Advisory Agreement relating to the Fund by either party thereto (accompanied by simultaneous notice to the Subadviser) or upon sixty days written notice to the Subadviser that the Trustees of the Trust, the Investment Adviser or the shareholders by vote of a majority of the outstanding voting securities of the Fund, as provided by the 1940 Act, have terminated this Agreement. Notwithstanding the foregoing, this Agreement may be terminated upon less than sixty days notice to the Subadviser upon a material breach of this Agreement or if the Trustees determine that other circumstances have, or likely will have, a material adverse effect on the Subadvisers abilities to perform its obligations hereunder, including without limitation, notification of the departure of a portfolio manager of the Fund or other key personnel change. This Agreement may also be terminated by the Subadviser with respect to a Fund without penalty upon sixty days written notice to the Investment Adviser and the Trust.
This Agreement shall terminate automatically with respect to a Fund in the event of its assignment or, upon notice thereof to the Subadviser, the assignment of the Investment Advisory Agreement, unless its continuation thereafter is approved by the Board of Trustees of the Trust and the shareholders of the Fund if so required by the 1940 Act (in each case as the term assignment is defined in Section 2(a)(4) of the 1940 Act, subject to such exemptions as may be
granted by the Securities and Exchange Commission ( SEC ) by any rule, regulation, order or interpretive guidance).
5. Subject to the oversight of the Board of Trustees of the Trust and the Investment Adviser, the Subadviser will provide an investment program for the Allocated Assets, including investment research and management with respect to securities and investments, including cash and cash equivalents, and will determine from time to time what securities and other investments will be purchased, retained or sold. The Subadviser will provide the services under this Agreement in accordance with each Funds investment objective, policies and restrictions as stated in the Prospectus, as provided to the Subadviser by the Investment Adviser. The Subadviser further agrees that, in all matters relating to the performance of this Agreement, it:
(a) shall act in conformity with the Trusts Declaration of Trust, By-Laws and currently effective registration statements under the 1940 Act and the Securities Act of 1933 (the 1933 Act ) and any amendments or supplements thereto (the Registration Statements ) and with the written policies, procedures and guidelines of each Fund, and written instructions and directions of the Trustees of the Trust and shall comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940 (the Advisers Act ) and the rules thereunder, and all other applicable federal and state laws and regulations. The Trust agrees to provide Subadviser with copies of the Trusts Declaration of Trust, By-Laws, Registration Statements, written policies, procedures and guidelines, and written instructions and directions of the Trustees, and any amendments or supplements to any of them at, or, if practicable, before the time such materials, instructions or directives become effective;
(b) will maintain at all times during the term of this Agreement, in full force and effect, insurance, including without limitation errors and omissions insurance, with reputable insurance carriers, in such amounts, covering such risks and liabilities, and with such deductibles and self-insurance as are consistent with customary industry practice;
(c) will pay expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction changes, if any) purchased for each Fund, provided that the Subadviser will not pay for or provide a credit with respect to any research provided to it in accordance with Section 5(d);
(d) will place orders pursuant to its investment determinations for the Allocated Assets either directly with any broker or dealer, or with the issuer. In placing orders with brokers or dealers, the Subadviser will attempt to obtain the best overall price and the most favorable execution of its orders. Subject to policies established by the Trustees of the Trust and communicated to the Subadviser, it is understood that the Subadviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of a Fund, or be in breach of any obligation owing to the Investment Adviser or the Trust or in respect of a Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Subadviser determines in good faith that the commission paid was reasonable in relation to the brokerage or research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of 1934 and interpretive guidance issued by the SEC thereunder) provided by such member, broker or dealer, viewed in terms of that particular transaction or the Subadvisers overall responsibilities with respect to the accounts, including the Fund, as to which it exercises investment discretion;
(e) will review the daily valuation of securities comprising the Allocated Assets of each Fund as obtained on a daily basis by the Funds administrator and furnished by it to Subadviser, and will promptly notify the Trust and the Investment Adviser if the Subadviser believes that any such valuations may not properly reflect the market value of any securities owned by the Fund, provided , however , that the Subadviser is not required by this subparagraph to obtain valuations of any such securities from brokers or dealers or otherwise, or to otherwise independently verify valuations of any such securities;
(f) unless otherwise instructed, will be responsible for voting all proxies of the Allocated Assets in accordance with the Proxy Voting Policies and Guidelines of Subadviser (the Proxy Policy ), provided that such Proxy Policy and any amendments thereto are furnished to the Trust;
(g) will attend regular business and investment-related meetings with the Trusts Board of Trustees and the Investment Adviser if requested to do so by the Trust and/or the Investment Adviser, and at its expense, shall supply the Board, the officers of the Trust, and the Investment Adviser with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder;
(h) will maintain books and records with respect to the securities transactions for the Allocated Assets of each Fund and proxy voting record for the Allocated Assets of the Fund, furnish to the Investment Adviser and the Trusts Board of Trustees such periodic and special reports as they may reasonably request with respect to the Fund, and provide in advance to the Investment Adviser all of the Subadvisers reports to the Trusts Board of Trustees for examination and review within a reasonable time prior to the Trusts Board meetings; and
(i) will pay expenses incurred by the Trust for any matters related to any transaction or event that is deemed to result in a change of control of the Subadviser or otherwise result in the assignment of the Sub-Investment Advisory Agreement under the 1940 Act.
6. The Investment Adviser or its affiliates may, from time to time, engage other subadvisers to advise other series of the Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a Sub-Advised Fund ). The Subadviser agrees that it will not consult with any other subadviser engaged by the Investment Adviser or its affiliates with respect to transactions in securities or other assets concerning a Fund or another Sub-Advised Fund, except to the extent permitted by the rules under the 1940 Act that permit certain transactions with a subadviser or its affiliates.
7. Subadviser agrees with respect to the services provided to each Fund that:
(a) it will promptly communicate to the Investment Adviser such information relating to Fund transactions as the officers and Trustees of the Trust may reasonably request and as communicated to the Subadviser;
(b) it will treat confidentially and as proprietary information of the Trust all records and other information relative to each Fund and its prior, present or potential shareholders ( Confidential Information ), will comply at all times with all applicable laws and regulations relating to the confidentiality of nonpublic personal information including the Gramm-Leach-Bliley Act or other federal or state privacy laws and the regulations promulgated thereunder, and will not use such Confidential Information for any purpose other than the performance of its responsibilities and duties hereunder (except after prior notification to and approval in writing by the Trust, which approval may not be withheld where Subadviser is advised by counsel that the Subadviser may be exposed to civil or criminal contempt or other proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust); and
(c) during the term of this Agreement and for a period of eighteen (18) months following the termination of this Agreement, Subadviser (and its directors, officers, stockholders, employees, and agents) will not, directly or indirectly, solicit or induce any of the Funds shareholders to be withdrawn from investment in any series of the Trust.
8. Each party represents and warrants to the other party that the execution, delivery and performance of this Agreement is within its powers and have been duly authorized by all necessary actions of its directors or members, and no action by, or in respect of, or filing with, any governmental body, agency or official is required on the part of either party for execution, delivery and performance of this Agreement, and the execution, delivery and performance by either party of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) such partys governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon such party.
9. In compliance with the requirements of Rule 31a-3 under the 1940 Act, Subadviser acknowledges that all records which it maintains for the Trust are the property of the Trust and agrees to surrender promptly to the Trust any of such records upon the Trusts request, provided that Subadviser may retain copies thereof at its own expense. Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to
be maintained by Rule 31a-1 under the 1940 Act relating to transactions placed by Subadviser for the Fund. Subadviser further agrees to maintain each Funds proxy voting record with respect to the Allocated Assets in a form mutually agreeable between the parties and which contains the information required by Form N-PX under the 1940 Act.
10. It is expressly understood and agreed that the services to be rendered by the Subadviser to the Investment Adviser under the provisions of this Agreement are not to be deemed to be exclusive, and the Subadviser shall be free to provide similar or different services to others so long as its ability to provide the services provided for in this Agreement shall not be materially impaired thereby. In addition, but without limiting any separate agreement between the Subadviser and the Investment Adviser to the contrary, nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Trustee, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
11. The Investment Adviser agrees that it will furnish currently to the Subadviser all information with reference to each Fund and the Trust that is reasonably necessary to permit the Subadviser to carry out its responsibilities under this Agreement, and the parties agree that they will from time to time consult and make appropriate arrangements as to specific information that is required under this paragraph and the frequency and manner with which it shall be supplied. Without limiting the generality of the foregoing, Investment Adviser will furnish to Subadviser procedures consistent with the Trusts contract with each Funds custodian from time to time (the Custodian ), and reasonably satisfactory to Subadviser, for consummation of portfolio transactions for each Fund by payment to or delivery by the Custodian of all cash and/or securities or other investments due to or from the Fund, and Subadviser shall not have possession or custody thereof or any responsibility or liability with respect to such custody. Upon giving proper instructions to the Custodian, Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.
12. The Subadviser and its directors, officers, stockholders, employees and agents shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Adviser or the Trust in connection with any matters to which this Agreement relates or for any other act or omission in the performance by the Subadviser of its duties under this Agreement except that nothing herein contained shall be construed to protect the Subadviser against any liability by reason of the Subadvisers willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reckless disregard of its obligations or duties under this Agreement.
13. Each party shall indemnify and hold harmless the other party and its respective control persons (as described in Section 15 of the 1933 Act) and their respective directors, stockholders, members and employees (collectively, Indemnitees ) against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and other expenses of investigating or defending any alleged loss, claim, damages or liabilities) to which any of the Indemnitees may become subject under the 1933 Act, the 1940 Act, or the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on (i) any willful misfeasance, bad faith, or gross negligence of the other party in the performance of, or reckless
disregard of, any of its duties or obligations hereunder, or (ii) any material breach of this Agreement by the other party.
14. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. Except to the extent governed by federal law including the 1940 Act, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without applying the principles of conflicts of law thereunder.
15. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought. No amendment of this Agreement shall be effective with respect to the Trust until approved as required by applicable law.
16. Any notice to be given hereunder may be given by personal notification or by facsimile transmission, to the party specified at the address stated below:
To the Investment Adviser at:
Aston Asset Management, LLC
120 N. LaSalle Street, 25th Floor
Chicago, IL 60602
Attn: Chief Executive Officer
Facsimile: (312) 268-1380
To the Subadviser at:
Guardian Capital LP
Commerce Court West
199 Bay Street, Suite 3100
P.O. Box 201
Toronto, Ontario M5L 1E8
Attn: Compliance Department
Facsimile: (416) 364-2067
To a Fund or the Trust at:
Aston Funds
120 N. LaSalle Street, 25th Floor
Chicago, IL 60602
Attn: President Facsimile: (312) 268-1380
or addressed as such party may from time to time designate by notice to other parties in accordance herewith.
17. The Subadviser agrees that for any claim by it against a Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of a Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust.
[The Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers as of the day and year first above written.
ASTON ASSET MANAGEMENT, LLC
|
||
By: |
/s/ Stuart D. Bilton |
|
Name: Stuart D. Bilton | ||
Title: Chief Executive Officer | ||
GUARDIAN CAPITAL LP
|
||
By: |
/s/ George Mavroudis |
|
Name: George Mavroudis | ||
Title: Chief Executive Officer |
SCHEDULE A
Fund |
Effective Date |
Initial Term |
||
ASTON/Guardian Capital Global Dividend Fund |
May 30, 2014 |
December 31, 2015 |
December 19, 2014
Fairpointe Capital LLC
One North Franklin, Suite 3300
Chicago, IL 60606
Re: |
Sub-Investment Advisory Agreement between Aston Asset Management, LLC and Fairpointe Capital LLC dated May 30, 2014 (the Sub-Investment Advisory Agreement) |
Ladies and Gentlemen:
Pursuant to the Sub-Investment Advisory Agreement, we are hereby providing notification of a new series of Aston Funds to be called ASTON/Fairpointe Focused Equity Fund (the New Series).
Attached hereto are amended Schedules A and B to the Sub-Investment Advisory Agreement to reflect, among other things, the appropriate effective date, initial term and annual fee rate for the New Series. By acknowledging below, you agree to render the investment advisory and management services to the New Series under the terms of the Sub-Investment Advisory Agreement and the amended Schedules A and B attached hereto.
ASTON ASSET MANAGEMENT, LLC |
||
By: |
/s/ Stuart D. Bilton |
|
Name: Stuart D. Bilton |
||
Title: Chief Executive Officer |
Accepted this 19 th day of December 2014.
FAIRPOINTE CAPITAL LLC |
||
By: |
/s/ Robert S. Burnstine |
|
Name: Robert S. Burnstine |
||
Its: President |
DRAFT
SCHEDULE A
Fund |
Effective Date |
|||
ASTON/Fairpointe Mid Cap Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/Fairpointe Focused Equity Fund |
December 19, 2014 | December 18, 2016 |
DRAFT
SCHEDULE B
Fund |
Subadvisory Fee Schedule |
|
ASTON/Fairpointe Mid Cap Fund |
Annual rate of 0.300% for the first $100 million
Annual rate of 0.250% for the next $300 million
Annual rate of 0.200% for the next $600 million
Annual rate of 0.300% for the next $500 million
Annual rate of 0.375% over $1.5 billion |
|
ASTON/Fairpointe Focused Equity Fund |
An amount equal to 50% of the positive difference, if any, of (x) the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before reduction of the fee payable to Subadviser) minus (y) the sum of: (i) any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, (ii) any reimbursement of expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (iii) any payments made by the Investment Adviser to third parties that provide distribution, shareholder services or similar services on behalf of the Fund. If the foregoing calculation results in a negative amount, such amount shall be payable by the Subadviser within 30 days of receipt of notice from the Investment Adviser, which notice shall include the basis for the calculation. |
December 19, 2014
TAMRO Capital Partners LLC
1701 Duke St., Suite 250
Alexandria, VA 22314
Re: |
Sub-Investment Advisory Agreement between Aston Asset Management, LLC and TAMRO Capital Partners LLC dated May 30, 2014 (the Sub-Investment Advisory Agreement) |
Ladies and Gentlemen:
Pursuant to the Sub-Investment Advisory Agreement, we are hereby providing notification of a new series of Aston Funds to be called ASTON/TAMRO International Small Cap Fund (the New Series).
Attached hereto are amended Schedules A and B to the Sub-Investment Advisory Agreement to reflect, among other things, the appropriate effective date, initial term and annual fee rate for the New Series. By acknowledging below, you agree to render the investment advisory and management services to the New Series under the terms of the Sub-Investment Advisory Agreement and the amended Schedules A and B attached hereto.
ASTON ASSET MANAGEMENT, LLC |
||
By: |
/s/ Stuart D. Bilton |
|
Name: Stuart D. Bilton |
||
Title: Chief Executive Officer |
Accepted this 19 th day of December 2014.
TAMRO CAPITAL PARTNERS LLC |
||
By: |
/s/ Kathleen Neumann |
|
Name: |
Kathleen Neumann |
|
Its: |
President |
SCHEDULE A
Fund |
Effective Date |
|||
ASTON/TAMRO Diversified Equity Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/TAMRO Small Cap Fund |
May 30, 2014 | December 31, 2015 | ||
ASTON/TAMRO International Small Cap Fund |
December 19, 2014 | December 18, 2016 |
SCHEDULE B
Fund |
Subadvisory Fee Schedule | |
ASTON/TAMRO Diversified Equity Fund |
An amount equal to fifty percent (50%) of the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before deduction of the fee payable to Subadviser). | |
ASTON/TAMRO Small Cap Fund |
An amount equal to the positive difference, if any, of (x) 50% of the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before deduction of the fee payable to the Subadviser) minus (y) the sum of: (i) 50% of any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, (ii) 50% of any reimbursement of expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (iii) the Specified Percentage (as defined below) of any payments made by the Investment Adviser to third parties that provide distribution, shareholder services or similar services on behalf of the Fund; provided that such fee shall equal 50% of the advisory fee payable to the Investment Adviser with respect to the Allocated Assets if average monthly net assets exceed $625 million. If the foregoing calculation results in a negative amount, such amount shall be payable by the Subadviser within 30 days of receipt of notice from the Investment Adviser, which notice shall include the basis for the calculation.
The Specified Percentage means the rate set forth in the table below, which percentage shall be determined monthly based on average monthly net assets of the Fund. If average monthly net assets exceed a Trigger Level, the Sub-adviser is responsible for the Specified Percentage for that level for as long as the Funds average monthly net assets remain in the corresponding Asset Range. If the Funds average monthly net assets fall below the Asset Range corresponding to a Trigger Level, then the Specified Percentage shall be the rate corresponding to the new Asset Range, and such Specified Percentage would decrease only if the applicable higher Trigger Level is reached. |
Trigger Level (Average Monthly Net Assets) |
Asset Range (Average Monthly Net Assets) |
Specified Percentage |
||||
$0 |
Less than $500 million |
50% |
||||
$525 million |
$500 million to $550 million |
40% |
||||
$575 million |
$550 million to $600 million |
25% |
||||
$625 million |
$600 million and higher |
None |
ASTON/TAMRO International Small Cap Fund |
An amount equal to 50% of the positive difference, if any, of (x) the advisory fee payable to the Investment Adviser with respect to the Allocated Assets of the Fund (before reduction of the fee payable to Subadviser) minus (y) the sum of: (i) any investment advisory fees waived by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, (ii) any reimbursement of expenses by the Investment Adviser pursuant to an expense limitation or reimbursement agreement with the Fund, and (iii) any payments made by the Investment Adviser to third parties that provide distribution, shareholder services or similar services on behalf of the Fund. If the foregoing calculation results in a negative amount, such amount shall be payable by the Subadviser within 30 days of receipt of notice from the Investment Adviser, which notice shall include the basis for the calculation. |
REVISED SCHEDULE A
TO THE DISTRIBUTION AGREEMENT
THIS SCHEDULE A, dated December 19, 2014, is revised Schedule A to that certain Distribution Agreement dated as of April 1, 2012, between Aston Funds and Foreside Funds Distributors LLC (formerly known as BNY Mellon Distributors, Inc). This Schedule A is revised for the addition of ASTON/Fairpointe Focused Equity Fund and ASTON/TAMRO International Small Cap Fund. This Schedule A supersedes all previous forms of Schedule A.
ASTON FUNDS
ASTON/TCH Fixed Income Fund
ASTON/Fairpointe Mid Cap Fund
ASTON/Montag & Caldwell Balanced Fund
ASTON/Montag & Caldwell Growth Fund
ASTON/TAMRO Diversified Equity Fund
ASTON/TAMRO Small Cap Fund
ASTON/Harrison Street Real Estate Fund
ASTON/Cornerstone Large Cap Value Fund
ASTON/River Road Dividend All Cap Value Fund
ASTON/River Road Small Cap Value Fund
ASTON/River Road Select Value Fund
ASTON/Montag & Caldwell Mid Cap Growth Fund
ASTON/Barings International Fund
ASTON/Anchor Capital Enhanced Equity Fund
ASTON/Lake Partners LASSO Alternatives Fund
ASTON/Herndon Large Cap Value Fund
ASTON/LMCG Small Cap Growth Fund
ASTON/River Road Independent Value Fund
ASTON/River Road Long-Short Fund
ASTON/DoubleLine Core Plus Fixed Income Fund
ASTON/Silvercrest Small Cap Fund
ASTON/River Road Dividend All Cap Value Fund II
ASTON/LMCG Emerging Markets Fund
ASTON/Pictet International Fund
ASTON/Guardian Capital Global Dividend Fund
ASTON/Fairpointe Focused Equity Fund
ASTON/TAMRO International Small Cap Fund
FORESIDE FUNDS DISTRIBUTORS LLC | ASTON FUNDS | |||||||
By: |
/s/ Mark A Fairbanks |
By: |
/s/ Gerald F. Dillenburg |
|||||
Name: |
Mark A. Fairbanks |
Name: |
Gerald F. Dillenburg |
|||||
Title: |
President |
Title: |
Senior Vice President and Secretary |
Exhibit A
To
Rule 17f-5 and Rule 17f-7 Letter Agreement
This Exhibit A, amended and restated effective as of December 19, 2014, is the Exhibit A to that certain Rule 17f-5 and Rule 17f-7 Letter Agreement dated April 11, 2011, as amended, between Aston Funds and The Bank of New York Mellon. This Exhibit A shall supersede all previous forms of this Exhibit A.
List of Funds
ASTON/Barings International Fund
ASTON/Cornerstone Large Cap Value Fund
ASTON/DoubleLine Core Plus Fixed Income Fund
ASTON/Fairpointe Focused Equity Fund
ASTON/Fairpointe Mid Cap Fund
ASTON/Guardian Capital Global Dividend Fund
ASTON/Harrison Street Real Estate Fund
ASTON/Herndon Large Cap Value Fund
ASTON/LMCG Emerging Markets Fund
ASTON/LMCG Small Cap Growth Fund
ASTON/Montag & Caldwell Balanced Fund
ASTON/Montag & Caldwell Growth Fund
ASTON/Montag & Caldwell Mid Cap Growth Fund
ASTON/Pictet International Fund
ASTON/River Road Dividend All Cap Value Fund
ASTON/River Road Dividend All Cap Value Fund II
ASTON/River Road Independent Value Fund
ASTON/River Road Long-Short Fund
ASTON/River Road Select Value Fund
ASTON/River Road Small Cap Value Fund
ASTON/Silvercrest Small Cap Fund
ASTON/TAMRO Diversified Equity Fund
ASTON/TAMRO International Small Cap Fund
ASTON/TAMRO Small Cap Fund
ASTON/TCH Fixed Income Fund
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this amended and restated Exhibit A to be executed by their officers designated below effective as of the date and year first above written.
THE BANK OF NEW YORK MELLON | ||
By: | /s/ WM. Blatchford | |
Name: | WM. Blatchford | |
Title: | Managing Director |
ASTON FUNDS | ||
By: | /s/ Gerald F. Dillenburg | |
Name: | Gerald F. Dillenburg | |
Title: | Senior Vice President and Secretary |
AMENDMENT
TO
CUSTODIAN SERVICES AGREEMENT
This Amendment (Amendment) is made as of the 1 st day of January, 2015, by and between Aston Funds (formerly, ABN AMRO) (the Fund) and The Bank of New York Mellon (assigned from PFPC Trust Company) (BNY Mellon).
BACKGROUND:
A. |
BNY Mellon and the Fund are parties to a Custodian Services Agreement dated as of May 5, 2003, as amended to date, (the Agreement) relating to BNY Mellons provision of custodian services to the Fund and its portfolios. |
B. |
The parties desire to amend the Agreement as set forth herein. |
TERMS:
The parties hereby agree that:
1. |
All references to PFPC Trust Company in the Agreement are hereby deleted and replaced with The Bank of New York Mellon and all references to PFPC Trust in the Agreement are hereby deleted and replaced with BNY Mellon. |
2. |
Section 15 of the Agreement is hereby amended and supplemented by adding the following: |
(p) |
Global Class Actions Services . |
(i) BNY Mellon shall provide the Global Class Actions Services in accordance with the Global Class Actions Terms and Conditions, as such Terms and Conditions may be amended and provided to the Fund from time to time, subject in any event to the terms and conditions set forth in the Agreement, as amended hereby.
(ii) In the event of a conflict between the terms of the Global Class Actions Terms and Conditions and the Agreement, the Agreement, as amended hereby, shall control.
(iii) Notwithstanding anything to the contrary set forth in the Global Class Actions Terms and Conditions, settlement information will be generated based solely on historic transaction and position information relating to securities custodied with BNY Mellon and
recorded electronically within BNY Mellons custody records and the records of BNY Mellons predecessor, PFPC Trust Company.
(iv) In no event will BNY Mellon be responsible for any damages in connection with its provision of the Global Class Actions Services that exceed the fees actually received by BNY Mellon from the Fund in the most recent twelve-month period with respect to such services.
3. |
Miscellaneous . |
(a) |
Capitalized terms not defined in this Amendment shall have the meanings assigned to them in the Agreement. |
(b) |
As hereby amended and supplemented, the Agreement shall remain in full force and effect. |
(c) |
The Agreement, as amended hereby, constitutes the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications with respect thereto. |
(d) |
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party. |
(e) |
This Amendment shall be governed by the laws of the State of Delaware, without regard to its principles of conflicts of laws. |
[Signature page follows.]
IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their duly authorized officers designated below on the date and year first above written.
ASTON FUNDS
By: /s/ Gerald Dillenburg
Name: Gerald Dillenburg
Title: Senior Vice President and Secretary
THE BANK OF NEW YORK MELLON
By: /s/ Robert Jordan
Name: Robert Jordan
Title: Managing Director
AMENDED AND RESTATED EXHIBIT A
TO THE CUSTODIAN SERVICES AGREEMENT
THIS EXHIBIT A, amended and restated effective as of December 19, 2014, is the Exhibit A to that certain Custodian Services Agreement dated as of May 5, 2003, as amended, between The Bank of New York Mellon, assignee to PFPC Trust Company, and Aston Funds (f/k/a ABN AMRO Funds). This Exhibit A shall supersede all previous forms of this Exhibit A.
PORTFOLIOS
ASTON/TCH Fixed Income Fund
ASTON/Fairpointe Mid Cap Fund
ASTON/Montag & Caldwell Balanced Fund
ASTON/Montag & Caldwell Growth Fund
ASTON/TAMRO Diversified Equity Fund
ASTON/TAMRO Small Cap Fund
ASTON/Harrison Street Real Estate Fund
ASTON/Cornerstone Large Cap Value Fund
ASTON/River Road Dividend All Cap Value Fund
ASTON/River Road Small Cap Value Fund
ASTON/River Road Select Value Fund
ASTON/Montag & Caldwell Mid Cap Growth Fund
ASTON/Barings International Fund
ASTON/Anchor Capital Enhanced Equity Fund
ASTON/Lake Partners LASSO Alternatives Fund
ASTON/Herndon Large Cap Value Fund
ASTON/LMCG Small Cap Growth Fund
ASTON/River Road Independent Value Fund
ASTON/River Road Long-Short Fund
ASTON/DoubleLine Core Plus Fixed Income Fund
ASTON/Silvercrest Small Cap Fund
ASTON/River Road Dividend All Cap Value Fund II
ASTON/LMCG Emerging Markets Fund
ASTON/Pictet International Fund
ASTON/Guardian Capital Global Dividend Fund
ASTON/Fairpointe Focused Equity Fund
ASTON/TAMRO International Small Cap Fund
IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Exhibit A to be executed by their officers designated below effective as of the date and year first above written.
THE BANK OF NEW YORK MELLON ASTON FUNDS
By: | /s/ WM. Blatchford | By: | /s/ Gerald F. Dillenburg | |||||
Name: | William M. Blatchford | Name: | Gerald F. Dillenburg | |||||
Title: | Managing Director | Title: | Senior Vice President and Secretary | |||||
Date: | December 19, 2014 | Date: | 12/18/14 |
Amendment To
Transfer Agency Services Agreement
This Amendment To Transfer Agency Services Agreement, dated as of December 19, 2014 ( Amendment ), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. ( BNYM ) and Aston Funds (the Fund ) and the Portfolios of the Fund.
Background
BNYM (in some cases under its former names PFPC Inc. or PNC Global Investment Servicing (U.S.) Inc.) and the Fund previously entered into the Transfer Agency Services Agreement, dated as of April 1, 2000, and into amendments thereto ( Current Agreement ). The parties wish to add ASTON/ Fairpointe Focused Equity Fund and ASTON/TAMRO International Small Cap Fund and amend the Current Agreement as set forth in this Amendment.
Terms
In consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree to all statements made above and as follows:
1. Modifications to Current Agreement . The Current Agreement is hereby amended as follows:
(a) | The words PFPC Inc. and PNC Global Investment Servicing (U.S.) Inc. shall be deleted each place they appear and replaced in their entirety with the words BNY Mellon Investment Servicing (US) Inc.; the defined terms PFPC, PNC and BNY Mellon shall be deleted each place they appear and replaced in their entirety with BNYM; and each reference to PNC Bank Corp. shall be deleted each place it appears and replaced with The Bank of New York Mellon Corporation. |
(b) |
Exhibit A shall be deleted in its entirety and replaced with the Exhibit A attached to this Amendment. |
(c) |
Exhibit B shall be deleted in its entirety and replaced with the Exhibit B attached to this Amendment. |
2. Adoption of Amended Agreement by Portfolios . Each Portfolio acknowledges and agrees that (i) by virtue of its execution of this Amendment, it becomes and is a party to the Current Agreement as amended by this Amendment ( Amended Agreement ) as of the date first written above, or if BNYM commenced providing services to the Portfolio prior to the date first written above, as of the date BNYM first provided services to the Portfolio, and (ii) it is bound by all terms and conditions of the Amended Agreement as of such date. The term Portfolio has the same meaning in this Amendment as it has in the Current Agreement.
3. Remainder of Current Agreement . Except as specifically modified by this Amendment, all terms and conditions of the Current Agreement shall remain in full force and effect.
4. Governing Law . The governing law of the Current Agreement shall be the governing law of this Amendment.
Page 1
5. Entire Agreement . This Amendment constitutes the final, complete, exclusive and fully integrated record of the agreement of the parties with respect to the subject matter herein and the amendment of the Current Agreement.
6. Facsimile Signatures; Counterparts . This Amendment may be executed in one more counterparts; such execution of counterparts may occur by manual signature, facsimile signature, manual signature transmitted by means of facsimile transmission or manual signature contained in an imaged document attached to an email transmission; and each such counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed copies of this Amendment or of executed signature pages to this Amendment by facsimile transmission or as an imaged document attached to an email transmission shall constitute effective execution and delivery hereof and may be used for all purposes in lieu of a manually executed copy of this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers, as of the day and year first above written.
BNY Mellon Investment Servicing (US) Inc.
By: /s/ William Greilich |
Name: William Greilich |
Title: Managing Director |
Aston Funds
On behalf of each Portfolio, Severally and Not Jointly
By: /s/ Gerald Dillenburg |
Name: Gerald Dillenburg |
Title: Senior Vice President and Secretary |
Page 2
EXHIBIT A
(Dated: December December 19, 2014)
THIS EXHIBIT A is Exhibit A to that certain Transfer Agency Services Agreement dated as of April 1, 2000 between BNY Mellon Investment Servicing (US) Inc. and Aston Funds.
PORTFOLIOS
ASTON/TCH Fixed Income Fund
ASTON/Fairpointe Mid Cap Fund
ASTON/Montag & Caldwell Balanced Fund
ASTON/Montag & Caldwell Growth Fund
ASTON/TAMRO Diversified Equity Fund
ASTON/TAMRO Small Cap Fund
ASTON/Harrison Street Real Estate Fund
ASTON/Cornerstone Large Cap Value Fund
ASTON/River Road Dividend All Cap Value Fund
ASTON/River Road Small Cap Value Fund
ASTON/River Road Select Value Fund
ASTON/Montag & Caldwell Mid Cap Growth Fund
ASTON/Barings International Fund
ASTON/Anchor Capital Enhanced Equity Fund
ASTON/Lake Partners LASSO Alternatives Fund
ASTON/Herndon Large Cap Value Fund
ASTON/LMCG Small Cap Growth Fund
ASTON/River Road Independent Value Fund
ASTON/River Road Long-Short Fund
ASTON/DoubleLine Core Plus Fixed Income Fund
ASTON/Silvercrest Small Cap Fund
ASTON/River Road Dividend All Cap Value Fund II
ASTON/LMCG Emerging Markets Fund
ASTON/Pictet International Fund
ASTON/Guardian Capital Global Dividend Fund
ASTON/Fairpointe Focused Equity Fund
ASTON/TAMRO International Small Cap Fund
Page 3
Exhibit B
(to the Transfer Agency Services Agreement dated as of April 1, 2000)
Name |
Date |
|
Transfer Agency Service Fees |
4/1/00 |
|
Amendment No. 1 To Transfer Agency Services Agreement |
6/30/00 |
|
Amendment No. 2 To Transfer Agency Services Agreement |
11/30/00 |
|
Amendment No. 3 To Transfer Agency Services Agreement |
9/27/01 |
|
Amendment To The Transfer Agency Services Agreement for Wrap Program Services |
12/14/01 |
|
Amendment No. 4 To Transfer Agency Services Agreement |
12/31/01 |
|
Amendment No. 5 To Transfer Agency Services Agreement |
6/17/02 |
|
Anti-Money Laundering And Privacy Amendment |
7/24/02 |
|
Amendment No. 6 To Transfer Agency Services Agreement |
10/18/02 |
|
Revised Exhibit A To The Transfer Agency Services Agreement |
6/30/03 |
|
Customer Identification Services Amendment |
10/1/03 |
|
Compliance Support Services Amendment |
10/21/04 |
|
Amendment to the Transfer Agency Services Agreement |
3/31/05 |
|
Transfer Agency Service Fees |
4/1/05 |
|
Revised Exhibit A To The Transfer Agency Services Agreement |
6/28/05 |
|
Amendment to the Transfer Agency Services Agreement |
12/30/05 |
|
Amendment to the Transfer Agency Services Agreement |
3/31/06 |
|
Form of Section 312 Foreign Financial Institution Amendment |
7/1/06 |
|
Amended Exhibit 1 |
10/5/06 |
|
Revised Exhibit A To The Transfer Agency Services Agreement |
12/28/06 |
|
Letter re Termination of the Amendment to the Transfer Agency Services Agreement for Wrap Program Services |
2/16/07 |
|
Amendment to Transfer Agency Services Agreement |
3/19/07 |
|
Revised Exhibit A To The Transfer Agency Services Agreement |
3/29/07 |
|
Revised Exhibit A To The Transfer Agency Services Agreement |
7/20/07 |
|
Revised Exhibit A To The Transfer Agency Services Agreement |
11/1/07 |
|
Revised Exhibit A To The Transfer Agency Services Agreement |
9/25/08 |
|
Revised Exhibit A To The Transfer Agency Services Agreement |
3/30/09 |
|
Red Flags Services Amendment to Transfer Agency Services Agreement |
6/1/09 |
|
Amendment to the Transfer Agency Services Agreement |
12/18/09 |
|
Revised Exhibit A To The Transfer Agency Services Agreement |
3/30/10 |
|
Revised Exhibit A To The Transfer Agency Services Agreement |
11/1/10 |
|
Revised Exhibit A To The Transfer Agency Services Agreement |
12/28/10 |
|
Revised Exhibit A To The Transfer Agency Services Agreement |
12/29/10 |
|
Revised Exhibit A To The Transfer Agency Services Agreement |
7/13/11 |
|
Revised Exhibit A To The Transfer Agency Services Agreement |
12/21/11 |
|
Revised Exhibit A To The Transfer Agency Services Agreement |
6/22/12 |
|
Amendment To Transfer Agency Services Agreement |
7/1/12 |
|
Amended and Restated Transfer Agency Service Fees |
7/1/12 |
|
Amended And Restated Exhibit A To The Transfer Agency Services Agreement |
3/26/13 |
|
Amended And Restated Exhibit A To The Transfer Agency Services Agreement |
3/28/14 |
|
Amendment to the Transfer Agency Services Agreement |
12/19/14 |
|
Page 4
REVISED SCHEDULE C
TO THE ADMINISTRATION AGREEMENT
IDENTIFICATION OF SERIES
THIS SCHEDULE C, dated as of December 19, 2014, is revised Schedule C to that certain Administration Agreement dated as of June 17, 1999 between the parties set forth below.
ASTON FUNDS
ASTON/TCH Fixed Income Fund
ASTON/Fairpointe Mid Cap Fund
ASTON/Montag & Caldwell Balanced Fund
ASTON/Montag & Caldwell Growth Fund
ASTON/TAMRO Diversified Equity Fund
ASTON/TAMRO Small Cap Fund
ASTON/Harrison Street Real Estate Fund
ASTON/Cornerstone Large Cap Value Fund
ASTON/River Road Dividend All Cap Value Fund
ASTON/River Road Small Cap Value Fund
ASTON/River Road Select Value Fund
ASTON/Montag & Caldwell Mid Cap Growth Fund
ASTON/Barings International Fund
ASTON/Anchor Capital Enhanced Equity Fund
ASTON/Lake Partners LASSO Alternatives Fund
ASTON/Herndon Large Cap Value Fund
ASTON/LMCG Small Cap Growth Fund
ASTON/River Road Independent Value Fund
ASTON/River Road Long-Short Fund
ASTON/DoubleLine Core Plus Fixed Income Fund
ASTON/Silvercrest Small Cap Fund
ASTON/River Road Dividend All Cap Value Fund II
ASTON/LMCG Emerging Markets Fund
ASTON/Pictet International Fund
ASTON/Guardian Capital Global Dividend Fund
ASTON/Fairpointe Focused Equity Fund
ASTON/TAMRO International Small Cap Fund
ASTON FUNDS | ASTON ASSET MANAGEMENT, LLC | |||||||
By: |
/s/ Gerald F. Dillenburg |
By: |
/s/ Stuart D. Bilton |
|||||
Name: |
Gerald F. Dillenburg |
Name: |
Stuart D. Bilton |
|||||
Title: |
Senior Vice President |
Title: |
Chief Executive Officer |
AMENDED AND RESTATED EXHIBIT A
TO THE SUB-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS EXHIBIT A, amended and restated effective as of December 19, 2014, is the Exhibit A to that certain Sub-Administration and Accounting Services Agreement dated as of April 1, 2000, as amended, between BNY Mellon Investment Servicing (US) Inc. and Aston Asset Management, LLC. This Exhibit A supersedes all previous forms of Exhibit A.
PORTFOLIOS
ASTON/TCH Fixed Income Fund
ASTON/Fairpointe Mid Cap Fund
ASTON/Montag & Caldwell Balanced Fund
ASTON/Montag & Caldwell Growth Fund
ASTON/TAMRO Diversified Equity Fund
ASTON/TAMRO Small Cap Fund
ASTON/Harrison Street Real Estate Fund
ASTON/Cornerstone Large Cap Value Fund
ASTON/River Road Dividend All Cap Value Fund
ASTON/River Road Small Cap Value Fund
ASTON/River Road Select Value Fund
ASTON/Montag & Caldwell Mid Cap Growth Fund
ASTON/Barings International Fund
ASTON/Anchor Capital Enhanced Equity Fund
ASTON/Lake Partners LASSO Alternatives Fund
ASTON/Herndon Large Cap Value Fund
ASTON/LMCG Small Cap Growth Fund
ASTON/River Road Independent Value Fund
ASTON/River Road Long-Short Fund
ASTON/DoubleLine Core Plus Fixed Income Fund
ASTON/Silvercrest Small Cap Fund
ASTON/River Road Dividend All Cap Value Fund II
ASTON/LMCG Emerging Markets Fund
ASTON/Pictet International Fund
ASTON/Guardian Capital Global Dividend Fund
ASTON/Fairpointe Focused Equity Fund
ASTON/TAMRO International Small Cap Fund
IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Exhibit A to be executed by their officers designated below effective as of the date and year first above written.
BNY MELLON INVESTMENT SERVICING (US) INC. | ASTON ASSET MANAGEMENT, LP | |||||||||
By: | /s/ William Greilich | By: | /s/ Stuart D. Bilton | |||||||
Name: | William Greilich | Name: | Stuart D. Bilton | |||||||
Title: | Managing Director | Title: | Chief Executive Officer | |||||||
Date: | December 19, 2014 | Date: |
12/18/14 |
December 19, 2014
Aston Funds
120 North LaSalle Street, 25th Floor
Chicago, IL 60602
Re: | Expense Reimbursement Agreement between Aston Funds and Aston Asset |
Management, LLC dated May 30, 2014 (the Expense Reimbursement
Agreement)
Ladies and Gentlemen:
Pursuant to Section 4.5 of the Expense Reimbursement Agreement, we are hereby requesting to amend and restate Schedule A to the Expense Reimbursement Agreement to incorporate Class N and I Shares of ASTON/Fairpointe Focused Equity Fund and ASTON/TAMRO International Small Cap Fund. Attached hereto is an Amended and Restated Schedule A to the Expense Reimbursement Agreement.
By acknowledging below, you agree to the Amended and Restated Schedule A to the Expense Reimbursement Agreement in its entirety as attached hereto.
ASTON ASSET MANAGEMENT, LLC | ||
By: |
/s/ Stuart D. Bilton |
Name: | Stuart D. Bilton | |
Its: |
Chief Executive Officer |
Accepted this 19th day
of December, 2014
ASTON FUNDS | ||
By: |
/s/ Gerald F. Dillenburg |
Name: | Gerald F. Dillenburg | |
Its: |
Senior Vice President and Secretary |
AMENDED AND RESTATED SCHEDULE A
Fund
|
Current Term
|
Class N
|
Class I
|
|||||||
ASTON/Anchor Capital Enhanced Equity Fund | February 28, 2015 | 1.40% | 1.15% | |||||||
ASTON/Barings International Fund | February 28, 2015 | 1.40% | 1.15% | |||||||
ASTON/DoubleLine Core Plus Fixed Income Fund | February 28, 2015 | 0.94% | 0.69% | |||||||
ASTON/Guardian Capital Global Dividend Fund | April 9, 2015 | 1.30% | 1.05% | |||||||
ASTON/Herndon Large Cap Value Fund | February 28, 2015 | 1.30% | 1.05% | |||||||
ASTON/Lake Partners LASSO Alternatives Fund | February 28, 2015 | 1.45% | 1.20% | |||||||
ASTON/LMCG Emerging Markets Fund | February 28, 2015 | 1.43% | 1.18% | |||||||
ASTON/LMCG Small Cap Growth Fund | February 28, 2015 | 1.35% | 1.10% | |||||||
ASTON/Montag & Caldwell Mid Cap Growth Fund | February 28, 2015 | 1.25% | - | |||||||
ASTON/Montag & Caldwell Mid Cap Growth Fund | May 31, 2015 | - | 1.00% | |||||||
ASTON/Pictet International Fund | April 9, 2015 | 1.40% | 1.15% | |||||||
ASTON/River Road Dividend All Cap Value Fund II | February 28, 2015 | 1.30% | 1.05% | |||||||
ASTON/River Road Select Value Fund | February 28, 2015 | 1.50% | 1.25% | |||||||
ASTON/River Road Independent Value Fund | February 28, 2015 | 1.42% | 1.17% | |||||||
ASTON/River Road Long-Short Fund | February 28, 2015 | 1.70% | 1.45% | |||||||
ASTON/Silvercrest Small Cap Fund | February 28, 2015 | 1.40% | 1.15% | |||||||
ASTON/Fairpointe Focused Equity Fund | February 29, 2016 | 1.15% | 0.90% | |||||||
ASTON/TAMRO International Small Cap Fund | February 29, 2016 | 1.50% | 1.25% |
Amended and Restated July, 1, 2014
Amended and Restated December 18, 2014
SCHEDULE A
DISTRIBUTION AND SERVICES PLAN (12b-1)
OF ASTON FUNDS
Below are listed the Trusts separate series of shares under which this Distribution and Services Plan is to be performed as of the date hereof.
ASTON FUNDS
ASTON/Cornerstone Large Cap Value Fund Class N Shares
ASTON/Harrison Street Real Estate Fund Class N Shares
ASTON/River Road Dividend All Cap Value Fund Class N Shares
ASTON/River Road Small Cap Value Fund Class N Shares
ASTON/River Road Select Value Fund Class N Shares
ASTON/Montag & Caldwell Mid Cap Growth Fund Class N Shares
ASTON/Anchor Capital Enhanced Equity Fund Class N Shares
ASTON/Lake Partners LASSO Alternatives Fund Class N Shares
ASTON/Barings International Fund Class N Shares
ASTON/Herndon Large Cap Value Fund Class N Shares
ASTON/LMCG Small Cap Growth Fund Class N Shares
ASTON/River Road Independent Value Fund Class N Shares
ASTON/River Road Long-Short Fund Class N Shares
ASTON/DoubleLine Core Plus Fixed Income Fund Class N
ASTON/Silvercrest Small Cap Fund Class N Shares
ASTON/River Road Dividend All Cap Value Fund II Class N Shares
ASTON/LMCG Emerging Markets Fund Class N Shares
ASTON/Pictet International Fund Class N Shares
ASTON/Guardian Capital Global Dividend Fund Class N Shares
ASTON/Fairpointe Focused Equity Fund Class N Shares
ASTON/TAMRO International Small Cap Fund Class N Shares
This Schedule A may be amended from time to time upon approval of the Board of Trustees of the Trust including a majority of the Disinterested Trustees and, if required, by vote of a majority of the outstanding shares of beneficial interest affected.
As of June 21, 2001
As amended: December 20, 2001
As amended: March 21, 2002
As amended: December 19, 2002
As amended: February 17, 2003
Approved: December 18, 2003
As amended: December 16, 2004
As amended: June 16, 2005
As amended: September 21, 2006
As amended: November 30, 2006
As amended: February 19, 2007
As amended: June 21, 2007
As amended: September 20, 2007
As amended: December 20, 2007
As amended: February 18, 2008
As amended: March 20, 2008
As amended: December 17, 2009
As amended: March 18, 2010
As amended: June 24, 2010
As amended: September 17, 2010
As amended: December 17, 2010
As amended: July 13, 2011
As amended: December 15, 2011
As amended: December 21, 2011
As amended: December 21, 2011
As amended: June 22, 2012
As amended: March 26, 2013
As amended: April 9, 2014
As amended: December 19, 2014
CODE OF ETHICS
January 2014
|
River Road Asset Management, LLC (River Road) Code of Ethics |
Contents | ||||
Background |
3 | |||
Standards of Conduct |
3 | |||
Policy |
3 | |||
Procedure |
4 | |||
Personal Securities Transactions |
7 | |||
Background |
7 | |||
Definitions |
8 | |||
Policy |
8 | |||
Procedures |
10 | |||
Insider Trading |
13 |
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January 2014
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River Road Asset Management, LLC (River Road) Code of Ethics |
B ACKGROUND
Rule 204A-1 of the Investment Advisers Act of 1940 (Advisers Act) requires investment advisers to establish, maintain, and enforce a written code of ethics that applies to all supervised persons. 1 An adviser to registered investment companies is also required to adopt a Code of Ethics regarding personal investment activities under the Investment Company Act of 1940, Rule 17j-1. An investment advisers Code of Ethics represents an internal control and supervisory review to detect and prevent possible insider trading, conflicts of interests, and regulatory violations.
Each employee, temp-to-hire employee, or intern of River Road Asset Management, LLC (River Road) is considered a supervised person (Employee). Upon hire and on an annual basis thereafter, each Employee must certify in writing or through an online application that they have received and read, understand, and agree to comply with River Roads Standards of Conduct, Personal Securities Transactions and Insider Trading Policies and Procedures (known in the aggregate as the Code of Ethics). Employees will receive and shall be required to make a similar certification following any amendment to the Code of Ethics.
S TANDARDS OF C ONDUCT
Policy
Employees must exercise good faith in their dealings with both River Road and its clients, consistent with the high degree of trust and confidence that is placed in each Employee by River Road.
The need for the stringent application of this principle is heightened by the necessity that River Road, in turn, exercises the highest degree of ethical conduct in its dealings with its clients. This can be accomplished only through each Employees individual commitment to River Roads values: Loyalty, Integrity, Accountability, and Teamwork.
If an Employee discovers that he or she will derive personal gain or benefit from any transaction between River Road and any individual or firm, the Employee must immediately refer the matter and disclose all pertinent facts to River Roads Chief Compliance Officer (CCO) or a manager/supervisor.
River Roads standards of conduct are necessarily strict because they are intended for the benefit and protection of River Road and its Employees. No attempt to delineate guidelines for proper conduct can hope to cover every potential situation that may arise during an Employees service with River Road. Whenever there is any doubt about the propriety of any action, Employees must discuss the matter with River Roads Chief Compliance Officer or a manager/supervisor. Violations of the Standards of Conduct Policy are grounds for disciplinary action, including dismissal. The standards of conduct set forth herein must be applied fully and fairly without reliance upon technical distinctions to justify questionable conduct.
1 Supervised Person is defined as any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser.
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January 2014
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River Road Asset Management, LLC (River Road) Code of Ethics |
Procedure
Conflicts of Interest: Employees may not engage in personal activities that conflict with the best interests of River Road. In addition, Employees may not engage in personal activities that are in conflict with the interests of River Roads clients. Upon initial hire and annually thereafter, every Employee is required to complete a conflicts of interest questionnaire designed to identify any actual or potential conflicts of interests that the Employee may have. If there is any doubt on how to answer the questionnaire, the Employee shall discuss such matters with the CCO or their designee.
Disclosure or Use of Confidential Information: In the normal course of business, Employees may be given or may acquire information about the business of River Road, its clients, or its affiliates which is not available to the general public. This information is confidential and may include financial data, business plans and strategies, examiners ratings, and information concerning specific trading decisions. All Employees are responsible for respecting and maintaining the confidential nature of such information, including taking reasonable care in how and where they discuss, document, store, and dispose of confidential information. Confidential information may only be disclosed within River Road to those who need to know the information to perform their job functions.
Material, Non-public Information: Some confidential information is also material, non-public information and subject to the restrictions of federal and state banking and securities laws and regulations as to its communication and use. Material information should be treated as non-public until it is clear the information can be deemed public or ceases to be material, which should be determined in accordance with River Roads Insider Trading Policies and Procedures.
Outside Activities : If you are a full-time employee, you may not accept outside employment or accept payment for services rendered to others without the prior consent of the CCO or their designee. If warranted, the CCO may defer to the CEO. This includes engagements for teaching, speaking, and the writing of books and articles. If there are any situations apart from your duties as an Employee of River Road where you may or will be required to provide investment advice, guidance or discretion, you must received pre-approval from the CCO or their designee (for example, acting as an executor or trustee for a family or non-family member or providing investment advice as a member of a non-profit organizations finance committee).
You are allowed to participate in appropriate professional groups and responsible civic organizations if such participation does not interfere with your duties at River Road, and it is not prohibited or limited because of statutory or administrative requirements regarding conflicts of interest. If there is any possibility that participation in any such organizations would interfere with your duties, you must obtain pre-approval from the CCO or CEO.
Political Activity: In order to comply with the provisions of Rule 206(4)-5 of the Adviser Act, all Employees must comply with the following policies and procedures:
Prohibited Activity :
River Road Employees are prohibited from making political contributions (defined below) to an incumbent, candidate, or successful candidate for elective office (Official) of any state or local
4
January 2014
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River Road Asset Management, LLC (River Road) Code of Ethics |
governments, their agencies and instrumentalities, and all public pension plans and other collective government funds (Government Entity).
- | A contribution includes a gift, subscription, loan, advance, deposit of money, or anything of value made for the purpose of influencing an election. It also includes transition or inaugural expenses incurred by a successful candidate for state or local office. |
- | A contribution does not include a donation of time by an Employee, so long as River Road has not solicited the Employees efforts and River Roads resources are not used, i.e. office space, telephones, etc. An Employees donation of his or her time generally would not be viewed as a contribution if such volunteering were to occur during non-work hours or vacation time. |
- | A political contribution to a federal government official or candidate for federal office is not prohibited unless the federal candidate is a state or local government official at the time of running for federal office. However, River Roads Executive Committee reserves the right to prohibit any federal contributions if the Executive Committee finds that it conflicts with the best interests of River Road. |
Employees are also prohibited from hosting fundraising meetings for an Official of a Government Entity or allowing the use of Employees name on any fundraising literature, including being listed on an invitation or other marketing and collateral pieces.
Employees are prohibited from doing any of the above prohibited activity directly or indirectly. For example, an Employee cannot channel political contributions through family, friends, an attorney, or a political action committee.
Household Members :
Household members of an Employee are not prohibited from making political contributions, but the Employee must provide notice to the CCO or their designee in writing, including via email, before any such contributions are made by a household member.
Borrowing from Clients: You may not borrow money from a client of River Road unless such borrowing is from a bank or other financial institution made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with members of the general public.
Business Transactions for River Road: You may not represent or exercise authority on behalf of River Road in any transaction with any person, firm, company, or organization with which you have any material connection (including, but not limited to, a directorship, officership, family relationship or significant borrowing relationship) or in which you have a material financial interest. You must report any existing or proposed business relationships with any such person, firm, company, or organization to River Roads CCO or their designee, who will determine with the appropriate levels of management whether such business relationship is material for purposes of this prohibition.
Business Transactions with River Road: If you are authorized by an outside organization to transact business with River Road on the outside organizations behalf, you must report such authorization to River Roads CCO or their designee.
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Gifts and Entertainment: Employees cannot receive any gift that is more than $25 annually (calendar year basis) per giver (either person or entity) if:
- | the giver is paid with client commissions or soft dollars (Client Assets) or |
- | the giver is a party dealing with one of River Roads ERISA client plans in connection with a transaction involving that plans assets. |
Where a gift is shared among a group, the estimated amount of the gift can be pro-rated among the recipients.
Additionally, no Employee shall, directly or indirectly, give (or permit anyone else to give) anything of service or value, including gratuities, in excess of $100 annually (calendar year basis) to:
- | any person who is licensed with FINRA, or |
- | a plan fiduciary of one of River Roads ERISA clients where the gift relates to the business of recipients employer. |
An example of a gift includes but is not limited to the following: gift certificates, event tickets, gift baskets, golf shirts, sleeves of golf balls, etc. This policy is not meant to prohibit personal gifts.
If an Employee attends an event or dinner with any person or entity, this is not considered a gift but is considered entertainment. Employees are not allowed to be entertained by:
- | any person or entity that is paid with Client Assets, or |
- | any person or entity that is a party dealing with one of River Roads ERISA client plans in connection with a transaction involving the plans assets. |
Employees can attend the event or dinner at River Roads or the Employees expense. This provision does not apply if it is logistically unreasonable for the Employee or River Road to pay for the Employee at such event or dinner. For example, if an Employee attends a conference and is incidentally entertained in the normal course of the conference at the expense of a person or entity that is paid for with Client Assets, this provision does not apply.
Employees are also prohibited from receiving gifts and/or entertainment from companies that River Road invests in or may invest in on behalf of its clients (excluding de minimis gifts or entertainment, such as a reasonable onsite lunch or snack during an onsite visit).
Employees are required to report all gifts given or received covered by this policy so they can be tracked by the compliance department to ensure compliance with this policy. If there is any question about Gifts and Entertainment, the Employee shall discuss such matters with the CCO or their designee.
Improper Payments (Bribes or Kickbacks): Employees have an obligation not to take any action that might result in a violation by River Road of the laws of the United States, the Commonwealth of Kentucky, or any other jurisdiction in which River Road does business. The Foreign Corrupt Practices Act (FCPA) provides that in no event may payment of anything of value be offered, promised or made to any government, government entity, government official, candidate for political office, political party or official of a political party (including any possible intermediary for any of
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the above), foreign or domestic, which is, or could be construed as being, for the purposes of receiving favorable treatment or influencing any act or decision by any such person, organization or government for the benefit of River Road or any other person.
Economic Sanctions: Under the International Emergency Economics Powers Act (IEEPA), the President of the United States may impose sanctions such as trade embargoes, freezing of assets and import surcharges. The Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury promulgates regulations dealing with economic sanctions. Therefore, no Employee on behalf of River Road may intentionally transact business with those countries or specially designated nationals against which economic sanctions have been imposed unless the appropriate license has been obtained from the OFAC allowing such transaction.
Prohibition on the Use of Information from Your Previous Employer: Employees are prohibited from bringing any documents, software or other items to River Road that may contain the Employees previous employers confidential, trade secret, or proprietary information. This would include such things as computer files, client lists, financial reports, or other materials that belong to your previous employer. If an Employee has any such materials in his or her possession, they should be returned to the former employer immediately unless the Employee has received permission from the previous employer to use such materials, and the Employee has discussed the issue with River Roads CCO.
Your Duty to Report Abuses of the Code of Ethics and Standards of Conduct Policy or Other Illegal or Unethical Conduct: Employees have a special obligation to advise the organization of any suspected abuses of River Road policy, suspected criminal or unethical conduct, or any violation of securities law, anti-trust, health and safety, environmental, government contract compliance, any other laws, or River Road policies. Employees are required to report any of the preceding promptly to the CCO or the Chief Executive Officer. If reported to the Chief Executive Officer, the CCO will also receive notice of such report. The Employee will not be subjected to any form of retaliation for reporting legitimate suspected abuses.
Investigations of Reported or Suspected Misconduct: As a financial organization, we have a special duty to safeguard River Roads proprietary and confidential information of our clients and the organization. In the event of an investigation regarding possible wrongdoing, Employees must cooperate fully.
Information relating to any investigation, including information provided by the Employee or the fact of the Employees participation in any investigation, is considered confidential and will only be revealed to individuals not associated with the investigation on a need to know basis.
Any request for information or subpoenas involving River Road must be in writing and directed to the CCO who will coordinate with legal counsel.
Federal Securities Laws: Employees must comply with applicable Federal Securities Laws.
P ERSONAL S ECURITIES T RANSACTIONS
Background
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Rule 204A-1 of the Advisers Act requires the reporting of personal securities transactions and holdings periodically as provided below and the maintenance of records of personal securities transactions for those supervised persons who are considered access persons.
Definitions
Access Persons: River Road considers the following persons to be Access Persons:
- | All officers and employees of River Road, and |
- | All interns and temp-to-hire employees with access to non-public information regarding any clients purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Affiliated Fund (defined below). |
Covered Securities: Covered Securities includes everything not defined below , including all common stocks and corporate bonds.
Open Securities: The following are Open Securities:
1) | direct obligations of the Government of the United States, |
2) | bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments , including repurchase agreements, |
3) | shares issued by money market funds, |
4) | shares issued by non-affiliated, open-end funds, |
5) | shares issued by unit investment trusts that are invested exclusively in one or more non-affiliated, open-end funds, and |
6) | municipal bonds |
Preclearance Securities: Preclearance Securities are Affiliated Funds, exchange traded funds, and closed-end funds.
Affiliated Fund: An Affiliated Fund is any mutual fund for which River Road serves as an investment adviser or sub-adviser or any mutual fund whose investment adviser or principal underwriter controls River Road, is controlled by River Road, or is under common control with River Road.
Policy
River Roads policy allows Access Persons to maintain personal securities accounts provided any personal investing by an Access Person in any accounts in which the Access Person has any direct or indirect beneficial ownership is consistent with River Roads fiduciary duties to its clients and consistent with regulatory requirements. An Access Person is presumed to have a beneficial ownership in any personal securities accounts that are held by household members including, but not limited to, the Access Persons spouse and/or children. However, the CCO has discretion to exempt an Employee from reporting certain household members accounts if such exemption is consistent with the Advisers Act.
Access Persons and their minor childrens (17 years old and under) personal securities transactions are subject to the following rules:
(1) | Covered Securities : |
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a. | Access Persons may not purchase, short, or execute any derivative transactions on any Covered Securities. |
b. | Sell transactions (or its equivalent) are allowed on Covered Securities that were owned prior to employment with preclearance of such transactions from the CCO or their designee. |
c. | Sell transactions of fractional shares due to stock splits or similar corporate actions do not require preclearance. |
d. | Donation of Covered Securities by an Access Person is allowed with preclearance of such donation from the CCO or their designee. |
(2) | Preclearance Securities : |
a. | Access Persons may purchase, sell, short, cover, or execute derivative transactions on Preclearance Securities with preclearance of such transactions from the CCO or their designee. |
b. | Access Persons that participate in defined contribution or automatic investment plans must obtain preclearance for their asset allocations in Preclearance Securities and also for any changes made thereafter from the CCO or their designee. |
c. | Donation of Preclearance Securities by an Access Person is allowed with preclearance of such donation from the CCO or their designee. |
(3) | Open Securities : Access Persons may purchase, sell, short, cover, donate or execute derivative transactions on Open Securities without preclearance. |
Access Persons may apply for an exception from a trading restriction from the CCO, which application may be granted or denied based on the surrounding facts and circumstances.
The Chief Compliance Officer must obtain preapproval from the Chief Risk Officer or their designee when effecting a transaction that requires preclearance.
Household members personal securities transactions are subject to the following rules:
(1) | Covered Securities : |
a. | Household members must receive preclearance for the right to transact in Covered Securities from the CCO or their designee. |
b. | After household members have been approved for the right to transact in Covered Securities, household members may purchase, sell, short, cover, or execute derivative transactions on Covered Securities with preclearance of such transactions from the CCO or their designee. |
c. | Donation of Covered Securities by a household member is allowed with preclearance of such donation from the CCO or their designee. |
(2) | Preclearance Securities : |
a. | Household members may purchase, sell, short, cover, or perform derivative transactions on Preclearance Securities with preclearance of such transactions from the CCO or their designee. |
a. | Household members that participate in defined contribution or automatic investment plans that offer Preclearance Securities for investment must obtain preclearance of their asset allocations for Preclearance Securities and any changes made to the allocations thereafter from the CCO or their designee. |
b. | Donation of Preclearance Securities by a household member is allowed with preclearance of such donation from the CCO or their designee. |
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(3) | Open Securities : Household members may purchase, sell, short, cover, donate or perform derivative transactions on Open Securities without any preclearance. |
Miscellaneous: If an Access Persons comes across a situation that is not specifically addressed by this policy, the Access Person must bring the situation to the CCO or their designee for review. The Executive Committee has the right to limit an Access Persons personal trading if the Executive Committee deems it to be excessive in volume or complexity as to require a level of personal time and attention that interferes with the performance of employment duties. This will be determined by the Executive Committee based upon surrounding facts and circumstances.
Portfolio Managers Investment: Following a reasonable period of employment, all portfolio managers are required to have a minimum of 30% of their personal investable assets invested in Affiliated Funds or River Road strategies. A reasonable period of employment will be established by the CCO and, if necessary, the CEO. Any exceptions to the above must be approved by written consent of the CCO.
Procedures
River Road has adopted the following procedures to implement and monitor the firms policy:
Holdings Report
Requirements : In accordance with Rule 204A-1 under the Investment Advisers Act of 1940, Access Persons shall identify on a form provided by the CCO or their designee (which may be through an online application) all Covered Securities, Preclearance Securities, and municipal bonds in which the Access Person has any direct or indirect beneficial ownership, including any of the preceding held in certificate form (excludes securities held in accounts over which the Access Person has no direct or indirect influence or control). Each Holdings Report must contain the following information:
(1) | The title and type of security |
(2) | The exchange ticker symbol or CUSIP number (as applicable) |
(3) | The number of shares |
(4) | The principal amount of each security |
(5) | The name of any broker, dealer or bank with which the Access Person maintains an account in which securities are held |
(6) | The date the Access Person submits the report |
An Access Person can satisfy the initial or annual holdings report requirement by timely filing and dating a copy of each investment account statement that lists all of the Access Persons Covered Securities, Preclearance Securities, and municipal bonds but only if the statement provides all information required in (1) through (6) above. If an Access Person has previously provided statements with all of the required information and the CCO or their designee has maintained a copy of the statements, the Access Person can satisfy the initial or annual holdings report requirement by timely confirming the accuracy of the statements (in writing or through an online application). If the statements do not contain all of the required information or if the securities are not held in an account, the Access Person must list out the required information for those securities on the Holdings Report.
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Timing : Each Access Person must submit a Holdings Report to the CCO or their designee within 10 days of becoming an Access Person and annually thereafter. The CCO or their designee is responsible for contacting new Access Persons and sending out initial and annual Holdings Report forms to all Access Persons. The information on the Holdings Report or its equivalent must be current as of a date:
- | Not more than 45 days prior to the date the person became an Access Person, in the case of an initial Holdings Report, or |
- | Not more than 45 days prior to the date the report was submitted, in the case of an annual Holdings Report. |
Investment Account List
Requirements : Each Access Person shall identify on a form provided by the CCO or their designee (which may be through an online application) a list of all investment accounts over which the Access Person has direct or indirect beneficial ownership, except that the Access Person is not required to list any of the following:
- | Accounts where Covered Securities, Preclearance Securities, and municipal bonds are not available for purchase or sell. |
- | Accounts where Access Person has no direct or indirect influence or control. |
Timing : Each Access Person must submit an Account List to the CCO or their designee within 10 days of becoming an Access Person and annually thereafter. Additionally, after becoming an Access Person, each Access Person must disclose to the CCO or their designee any new investment accounts required to be reported pursuant to this Code of Ethics.
Brokerage: No Access Person shall open or maintain personal accounts with the institutional broker representatives through which River Road executes non-directed transactions on behalf of advisory clients.
Quarterly Investment Account Statements: It is the responsibility of the Access Person to direct their broker to send copies of their investment account statements and transaction confirmations directly to River Road or to where the Compliance Department designates. At the start of an Access Persons employment, River Road will accept copies of account statements and confirms from the Access Person in order to give the Access Person time to set up delivery of account statements and confirms either to River Road or where the Compliance Department designates. Copies will also be accepted for any period of time where the broker failed to send or River Road did not receive a statement. For short-term interns or temporary employees that are Access Persons, copies will be acceptable during the internship or temporary employment. The Compliance Department maintains a standard instruction letter that the Access Person may provide to their broker.
The investment account statements and confirms shall contain all transactions of Access Person, including transactions in Covered Securities and Preclearance Securities. As necessary, investment account statements and confirms shall be received no later than 30 days after the end of the applicable calendar quarter. Confirms do not need to be received for transactions that are effected pursuant to an automatic investment plan.
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Preclearance of Personal Securities Transactions
Requirements : All Access Persons must obtain approval for their transactions or for their household members transactions in a Preclearance or Covered Security from the CCO or their designee by filling out a preclearance transaction form (which may be through an online application).
Timing : Preclearance of a trade shall be valid and in effect only until the end of the next business day following the day preclearance is given. The trade must take place by the end of the day following the date of the preclearance, and if a trade is not made, then a new preclearance must be obtained. A preclearance also expires if and when the person becomes, or should have become, aware of facts or circumstances that would prevent a proposed trade from being precleared.
Transaction Reports
Requirements : Each person shall identify on a form provided by the CCO or their designee (which may be through an online application) a quarterly securities transaction report that lists all transactions in Covered Securities, Preclearance Securities, and municipal bonds. Each Transaction Report must contain the following information:
(1) | The date of the transaction |
(2) | The title of the security |
(3) | The exchange ticker symbol or CUSIP number (as applicable) |
(4) | The interest rate and maturity date (as applicable) |
(5) | The number of shares |
(6) | The principal amount of each security involved |
(7) | The nature of the transactions (i.e. purchase, sale or any other type of acquisition or disposition) |
(8) | The price of the security at which the transaction was effected |
(9) | The name of the broker, dealer or bank with or through which the transaction was effected |
(10) | The date the Access Person submits the report |
Timing : Each Access Person must submit the Transaction Report no later than 30 days after the end of each calendar quarter. The report must cover all transactions during the quarter.
Excluded from Preclearance Rules and Transaction Reports are the following:
- | Purchases or sales effected in any account over which the Access Person has no direct influence or control, including non-volitional investment programs or rights; |
- | Purchases effected by reinvesting cash dividends pursuant to an automatic dividend reimbursement program (DRIP). This exemption does not apply, however, to optional cash purchase pursuant to a DRIP; |
- | Purchases of rights issued by an issuer pro rata to all holders of a class of its securities ( if such rights were acquired from such issuer) and the exercise of such rights; and, |
- | Transactions involving the exercise of employee stock options. |
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Minimum Holding Period For Affiliated Funds: Access Persons may not purchase and sell or sell and purchase the same Affiliated Fund within 30 calendar days.
Personal Investments: You must exercise sound judgment in making personal investments in order to avoid situations contrary to the best interests of River Road. You must also avoid imprudent and questionable activity.
Prohibited Dealings: Trading based upon or communicating inside information is prohibited under any and all circumstances. It is prohibited to use the facilities of River Road to secure new issues for any non-clients, directly or indirectly. Access Persons are not permitted to, directly or indirectly, purchase securities from or sell securities to client accounts.
Initial Public Offerings and Limited Offerings: Access Persons may not directly or indirectly acquire beneficial ownership in any security in an initial public offering. Access Persons may not directly or indirectly acquire an interest in a limited offering without approval from the CCO. The approval is based, in part, on whether the investment opportunity should be reserved for clients.
Initial public offering means an offering of securities registered under the Securities Act of 1933 (15 U.S.C. 77a), the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)).
Limited offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) (15 U.S.C. 77d(2) or 77d(6)) or pursuant to §§ 230.504, 230.505, or 230.506 of this chapter.
Investment Person Disclosure: Access Persons who have been authorized to acquire securities in a private placement or who have beneficial interests prior to employment with River Road are required to disclose the investment when they play a part in any subsequent consideration of client investments in the issuer. In such circumstances, River Roads decision to purchase securities is subject to an independent review by investment personnel with no personal interest in the issuer. Investment Persons, when recommending any security, shall disclose any direct, indirect, or potential conflict of interest related to the issuer of the security being recommended.
Adviser Review: The Compliance Department will review all Access Persons transactions and reporting outlined in this document for compliance with the firms policies, including the Insider Trading Policy, regulatory requirements, and the firms fiduciary duties to its clients, among other things. The CCO tracks any apparent violations or requested exemptions and reports such activity to the Executive Committee at least quarterly. The Executive Committee will determine any corrective action and/or sanctions that should be imposed.
Records: The Company shall maintain records in accordance with the Books and Records Policies and Procedures found in River Roads Policies and Procedures Manual.
I NSIDER T RADING
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The Employee certifies that he/she has read, and will abide by the Insider Trading Policies and Procedures found in River Roads Policies and Procedures Manual.
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ATTACHMENT E to the Compliance Manual
CODE OF CONDUCT/ETHICS
1. |
General Provisions |
1.1 |
Professional Responsibilities. |
HCM is registered as an investment adviser with the Securities and Exchange Commission pursuant to the provisions of Section 203 of the Investment Advisers Act of 1940. HCM is dedicated to providing effective and proper professional investment management services to a wide variety of institutional and individual advisory clients. HCMs reputation is a reflection of the quality of our employees and their dedication to excellence in serving our clients. To ensure these qualities and dedication to excellence, our employees must possess the requisite qualifications of experience, education, intelligence, and judgment necessary to effectively serve as investment management professionals. In addition, every employee is expected to demonstrate the highest standards of moral and ethical conduct for continued employment with HCM.
HCM serves as investment manager for institutional advisory clients. When used herein, the term client includes any investment company assets of which HCM manages, co-manages or for which it otherwise provides portfolio management services, and to institutional investors for whom HCM provides investment supervisory services or manages investment advisory accounts.
The SEC and the courts have stated that portfolio management professionals, including registered investment advisers, have a fiduciary responsibility to their clients. In the context of securities investments, fiduciary responsibility should be thought of as the duty to place the interests of the client before that of the person providing investment advice, and failure to do so may render the adviser in violation of the anti-fraud provisions of the Advisers Act. Fiduciary responsibility also includes the duty to disclose material facts that might influence an investors decision to purchase or refrain from purchasing a security recommended by the adviser or from engaging the adviser to manage the clients investments. The SEC has made it clear that the duty of an investment adviser not to engage in fraudulent conduct includes an obligation to disclose material facts to clients. An advisers duty to disclose material facts is particularly important whenever the advice given to clients involves a conflict or potential conflict of interest between the employees of the adviser and its clients.
HCM is required to adopt a Code of Ethics pursuant to Rule 204A-1 and Rule 17j-1. This Code of Ethics is based on the principle that HCM and each of its employees owe a fiduciary duty to its clients and a duty to comply with federal and state securities laws and all other applicable laws.
In meeting its fiduciary responsibilities to our clients, HCM has promulgated this Code of Conduct (the Code) regarding the purchase and/or sale of securities in the personal accounts of our employees or in those accounts in which our employees may have a direct or indirect beneficial interest.
The provisions of this Code are not meant to be all-inclusive but are intended as a guide for employees of HCM in the conduct of their personal securities trading. It is also intended to lessen the chance of any
misunderstanding between HCM and our employees regarding such trading activities. In those situations where employees may be uncertain as to the intent or purpose of this Code, they are advised to consult with the Chief Compliance Officer (CCO). The CCO may under circumstances that are considered appropriate, or after consultation with the Management Committee, excluding any members impacted by the decision, grant exceptions to the provisions contained in this policy/procedure only when it is clear that the interests of HCMs clients will not be adversely affected. All questions arising in connection with personal securities trading should be resolved in favor of the interest of the clients even at the expense of the interest of our employees. The Management Committee will satisfy themselves as to the adherence to this policy through periodic reports to the CCO.
1.2 |
Failure to Comply with the Provisions of the Code Sanctions. |
Strict compliance with the provisions of this Code shall be considered a basic condition of employment with HCM. It is important that employees understand the reasons for compliance with this Code. HCMs reputation for fair and honest dealing with its clients and the investment community in general, has taken considerable time to build. This standing could be seriously damaged as the result of even a single security transaction considered questionable in light of the fiduciary duty owed to our clients. Employees are urged to seek the advice of the CCO for any questions as to the application of this Code to their individual circumstances. Employees should also understand that a material breach of the provisions of this Code may constitute grounds for termination of employment with HCM. Please refer to Section 19 for more detail regarding sanctions.
2. |
Applicability Of Restrictions And Procedures Of This Code. |
2.1 |
Advisory Representatives. |
Rule 204-2(a)(12) of the Advisers Act requires generally that any partner, officer or director of HCM, or any associate who makes, participates in making, or whose activities relate to making any recommendation as to the purchase and/or sale of securities must report his/her personal securities transactions not later than 30 calendar days following the end of each calendar quarter. Such persons are collectively defined under sub-paragraph (A) of this rule as Advisory Representatives . This reporting requirement also applies to any employee of HCM who in the course of his/her duties with HCM is privy to information about securities that are being considered by any advisory representative for purchase by our clients.
2.2 |
Access Persons |
Rule 204A-1 defines Access Persons as employees who are in a position to exploit information about client securities transactions or holdings, thus provides the adviser with a tool to protect its clients. Access persons will include all HCM employees . An access person is presumed to be a beneficial owner of securities that are held by his/her immediate family members sharing the access persons household. HCM requires that all access persons must report their personal securities transactions not later than 30 calendar days following each calendar quarter.
HCMs Board of Directors are considered Disinterested Directors and are excluded from being access persons of HCM , as none are involved in the day to day activities of our company and are not in a position to exploit information about client securities transactions or holdings. However Disinterested Directors are obligated to comply with Rule 17j-1, as applicable, including reporting transactions of Covered Securities as may be required under Rule 17j-1 (d)(2)(ii)(B).
2.3 |
Associated Persons |
Inasmuch as some of our employees are involved in purely administrative duties not involving investment advisory services, they would not considered to be Access Persons, however all HCM employees are considered Access Persons. However, certain activities under the Advisers Act apply to all employees of
HCM. For those activities under the Advisers Act or any provisions of this Code that apply to all employees of HCM, the term Associate or Associated Person will be used to collectively describe such employees. For example, a computer specialist who is not otherwise involved in managing client accounts or providing investment advisory services, is nevertheless subject to the provisions of the Advisers Act, and this Code with respect to trading on insider or privileged information.
3. |
Securities Subject To The Provisions Of This Code: |
3.1 |
Covered Securities. |
Section 202(a)(18) of the Advisers Act, and Rule 17j-1 of the Investment Company Act define the term Security as follows:
Any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, any put, call straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call straddle, option or privilege entered into on a national securities exchange relating to a foreign currency, or in general, any interest or instrument commonly known as a security or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. Note: exchange traded funds that are organized as unit investment trusts are considered covered securities (examples are: SPDRs, MidCap SPDRs, Nasdaq-100 Shares, and DIAMONDS).
For purposes of this Code, the term Covered Securities shall mean all such securities described above except:
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Securities that are direct obligations of the Government of the United States; |
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Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; |
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Shares of money market funds, and open-end exchange traded funds (ETFs); |
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Transactions and holdings in shares of other types of open-end mutual funds, unless the adviser or a control affiliate acts as the sub-adviser or principal underwriter for the fund; |
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Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated open-end mutual funds; |
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Any transaction exempt from registration not subject to the prior clearance provisions of this Section. |
Although the term Covered Securities under the Advisers Act represents an all-inclusive list of investment products, for purposes of this Code, the term will most often apply to those securities listed on any of the nationally recognized stock exchanges of the United States ( i.e. New York Stock Exchange,
American Stock Exchange, Chicago Stock Exchange, Pacific Stock Exchange, Philadelphia/Baltimore Stock Exchange, or the National Association of Securities Dealers Automated Quotation System (NASDAQ) market, etc.) However, if there is any question by an Access Person as to whether a security is covered under this Code, he/she should consult with the CCO for clarification on the issue before entering any trade for his/her personal account.
In addition to the above restrictions, no Access Person shall purchase or sell any covered security for any account in which he/she has any beneficial interest, if:
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Such security is being considered for purchase or sale by the Research Department even though no order(s) has been entered with HCMs Trading Department; |
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There is any possible conflict of interest or appearance thereof. An Access Person may not execute a securities transaction in his/her account or in any account in which he/she has a beneficial interest in a direction contrary to that currently recommended by the Research Department. i.e . selling a security when the Research Department is recommending the purchase of that security or vice versa. [Note: This provision may be waived by the CCO in special situations upon written request by the Access Person.] |
3.2 |
Securities Not Subject to Restrictions. |
Security transactions in accounts in which the Access Person has a beneficial interest, but over which he/she has no direct or indirect control, are not subject to the trading restrictions of this Section or the reporting requirements of sub-section 5.3. and 5.4 of this Code, however, the Access Person should advise the CCO in writing, giving the name of the account, the person(s) or firm(s) responsible for its management, and the reason for believing that he/she should be exempt from reporting requirements under this Code.
4. |
Limitations On Personal Trading By Access Persons |
Personal securities transactions by Access Persons are subject to the following trading restrictions:
4.1 |
Pre-clearance of Transactions. |
No Access Person may purchase or sell any covered domestic equity security without first obtaining prior written clearance from both domestic principals, with the exception of the exchange traded funds organized as unit investment trusts and all fixed income products. Prior written clearance must be received for any covered international security by the international principal. This approval is good for one (1) day for securities with a market capitalization of $1 billion or more; if the securitys market capitalization is less than $1 billion and is not currently owned in our domestic portfolios then the approval is good for five (5) days and only one of the principals written approval is required . Please note: if approval for securities with a market capitalization of $1 billion or more is not received by both domestic managers then approval has not been received. Access persons must turn in their Pre-Clearance Form to the CCO; note in lieu of the form being signed by the principal(s), their email approval may be attached to the pre-clearance form. The principal(s) may reject any proposed trade by an Access Person that: (a) involves a security that is being purchased or sold by HCM on behalf of any advisory client or is being considered for purchase or sale; (b) is otherwise prohibited under any internal policies of HCM; (c) breaches the Access Persons fiduciary duty to any advisory client; (d) is otherwise inconsistent with applicable law, including the Advisers Act, the Investment Company Act and the Employment Retirement Income Security Act of 1974; or (e) creates a conflict of interest or an appearance thereof.
In the event one of the domestic principals is on vacation, effort should still be made to receive approval. In absence of the vacationing principals approval, additional effort will be made to determine if he is
trading. The approving principal must feel comfortable with providing approval on behalf of both principals. If the vacationing principal executes a trade in a clients portfolio later that day of approval in the same stock, and the access persons execution price is better than that of the portfolios, the access person will have to unwind his/her trade as the client should/may not receive a worse price than the access person. The access person will incur whatever costs/losses that are associated with unwinding the trade. If there are profits associated with the sell they will be sent to a charity of HCMs choice; the access person may not keep the profits. (Note: this scenario would not be considered a violation of the Code as procedure was followed.)
It is the responsibility of the principals to determine for purposes of the application of the restrictions of this sub-paragraph which covered securities are being considered.
As an exception, employee personal securities transactions that are conducted in a managed brokerage account and that are also conducted are exempt from the above pre-clearance procedure as long as the following conditions are met: First, the account must be managed by a financial professional who has complete discretionary authority on the account. Second, the Access Person must acknowledge this understanding in writing and notify the Compliance Department immediately if there are any changes to the operation of the account. Also, all documentation of approval for a managed account will be maintained in the Compliance Department and/or the Access Persons employee file.
4.2 |
Black-Out Periods . |
No Access Person may purchase a security if he/she knows that a client of HCM is selling that security or a related security, or has sold such a security within the past five (5) business days. No Access Person may sell a security if he/she knows that a client of HCM is purchasing that security or a related security, or has purchased such a security within the past five (5) business days.
4.3 |
Short Term Trading. |
No Access Person of HCM may purchase and subsequently sell (or sell and purchase) the same security within any 30-day period, unless the reason for such transaction is approved in advance in writing by the applicable principal(s) per Section 4.1 above, which includes such transaction being necessitated by an unexpected special circumstance involving the Access Person. The principal shall consider the totality of the circumstances, including whether the trade would involve a breach of any fiduciary duty, whether it would otherwise be inconsistent with applicable laws and HCMs policies and procedures, and whether the trade would create an appearance of impropriety. Based on his/her consideration of these issues, the principal shall have the sole authority to grant or deny permission to execute the trade. Access Person must note reason for short term trade activity on the pre-clearance form.
4.4 |
Potential Conflicts in Trading by Access Persons for their own Accounts. |
In order to avoid any potential conflict of interest between HCM and its clients, securities transactions for the accounts of Access Persons in the same security as that purchased/sold for advisory accounts should be entered only after completion of all reasonably anticipated trading in that security for those accounts, and not on the same day. If there are extenuating circumstances and the employee needs to trade on the same day of client trades the employee must wait until all anticipated trading for client account has completed.
5. |
Securities Reporting By Access Persons |
5.1 |
Application of the Code of Conduct to Access Persons of HCM . |
The provisions of this Code apply to every security transaction, in which an Access Person of HCM has, or by reason of such transaction acquires, any direct or indirect beneficial interest, in any account over which he/she has any direct or indirect control. Generally, an Access Person is regarded as having a beneficial interest in those securities held in his or her name, the name of his or her spouse, and the names of his or her immediate family who reside with him/her. An Access Person may be regarded as having a beneficial
interest in the securities held in the name of another person (individual, partnership, corporation, trust, custodian, or another entity) if by reason of any contract, understanding, or relationship he/she obtains or may obtain benefits substantially equivalent to those of ownership. An Access Person does not derive a beneficial interest by virtue of serving as a trustee or executor unless the person, or a member of his/her immediate family, has a vested interest in the income or corpus of the trust or estate. However, if a family member is a fee-paying client, the account will be managed in the same manner as that of all other HCM clients with similar investment objectives.
If an Access Person believes that he/she should be exempt from the reporting requirements with respect to any account in which he/she has direct or indirect beneficial ownership, but over which he/she has no direct or indirect control in the management process, he/she should so advise the CCO in writing, giving the name of the account, the person(s) or firm(s) responsible for its management, and the reason for believing that he/she should be exempt from reporting requirements under this Code.
5.2 |
On Becoming an Access Person. |
Any employee of HCM who during the course of his/her employment becomes an Access Person, as that term is defined in sub-section 2.2 of this Code, must provide the CCO with an Initial Securities Holdings Report no later than 10 days after the employee becomes an Access Person. This report must include the following information:
|
A list of securities, including the title, number of shares, and principal amount (if fixed income securities) of each covered security in which the Access Person had any direct or indirect beneficial interest or ownership as of the date the employee became an Access Person; |
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The name of any broker, dealer or bank with whom the Access Person maintained an account, or in any other account in which securities were held for the direct or indirect benefit or ownership of the Access Person; |
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The date the report is submitted to the CCO by the Access Person. |
5.3 |
Quarterly Transaction Reports. Rule 204-2(a)(12) of the Advisers Act, and 17j-1 of the Investment Company Act. |
Every Advisory Representative and/or Access Person must submit a Personal Securities Trading Report to the CCO not later than 30 days after the end of each calendar quarter listing all securities transactions executed during that quarter in the Access Persons brokerage account(s) or in any account(s) in which the Access Person may have any direct or indirect beneficial interest or ownership. The Access Person must also report any new brokerage accounts opened during the quarter. The quarterly Personal Securities Trading Report must contain the following information:
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The date of each transaction, the name of the covered security purchased and/or sold, the interest rate and maturity date (if applicable), the number of shares and the principal amount of the security involved; |
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The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
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The price at which the covered security was effected; |
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The name of the broker, dealer or bank through whom the transaction was effected; and |
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The date the report is submitted to the CCO by the Advisory Representative and/or Access Person. (Note: The report must be submitted within 30 calendar days following the end of the quarter.) |
Following submission of the Personal Securities Trading Report , the CCO or designated person will review each report for any evidence of improper trading activities or conflicts of interest by the Advisory Representative and/or Access Person. After careful review of each report, the CCO or designated person will sign and date the report attesting that he/she conducted such review. Quarterly securities transaction reports are to be maintained by the CCO in accordance with the records retention provisions of Rule 204-2(e) of the Advisers Act, and 17j-1 of the Investment Company Act.
5.4 |
Annual Securities Holdings Report. |
Every Access Person must submit an Annual Personal Securities Holdings Report to the CCO listing all covered securities held by the Access Person as of December 31 of each year. The report must be submitted not later than 30 calendar days following year-end and must be current as of a date no more than 45 days before the report is submitted. The Annual Personal Securities Holding Report must contain the following information:
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The title, number of shares and principal amount (if fixed income securities) of each covered security in which the Access Person had any direct or indirect beneficial ownership interest or ownership; |
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The name of any broker, dealer or bank with whom the Access Person maintains an account in which any covered securities are held for the direct or indirect benefit of the Access Person; and |
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The date the annual report is submitted by the Access Person to the CCO. |
Following submission of the Annual Personal Securities Holding Report , the CCO will review each report for any evidence of improper trading activities or conflicts of interest by the Access Person. After careful review of each report, the CCO will sign and date the report attesting that he/she conducted such review.
In addition to the reporting provisions of sub-sections 5.3 and 5.4, above, Access Persons will be required annually read and sign HCMs Code of Conduct regarding employee securities transactions or in lieu of signing the acknowledgement, the Access Persons will attend HCMs annual Code of Conduct training and sign the attendance sheet at the end of the training as evidence of having attended.
6. |
Reports of Associates Securities Trades in Accounts with Broker/Dealers. |
All Associates of HCM having account(s) with any broker/dealer must ensure that the account(s) are established so that duplicate copies monthly or quarterly account statements are submitted directly to HCM by the broker/dealer.
In lieu of manually listing each securities transaction on the Personal Securities Trading Report , an Associate may affix (staple) copies of trade confirmations received during that quarter to his/her report.
7. |
Negative Reports. |
Although the Rule 204-2(a)(12) and Rule 17j-1 do not require negative reports, it is the policy of HCM that Personal Securities Trading Reports be submitted quarterly by all associated persons whether or not securities transactions have occurred in their accounts during the period. Those associates having no securities transactions to report must indicate this fact in his/her quarterly report. The report must then be dated, signed and submitted to the CCO for review.
HCM is required to maintain and enforce its Code of Ethics including the review of the Personal Securities Transaction Reports. The CCO will review the Personal Securities Transaction Reports for violations of the Code, and compare to the trade blotter.
8. |
Personal Securities Transactions and Insider Trading. |
In 1989, Congress enacted the Insider Trading and Securities Enforcement Act to address the potential misuse of material non-public information. Courts and the Securities and Exchange Commission currently define inside information as information that has not been disseminated to the public through the customary news media; is known by the recipient (tippee) to be non-public; and has been improperly obtained. In addition, the information must be material, e.g . it must be of sufficient importance that a reasonably prudent person might base his/her decision to invest or not invest on such information.
The definition and application of inside information is continually being revised and updated by the regulatory authorities. If an Associate of HCM believes he/she is in possession of inside information, it is critical that he/she not act on the information or disclose it to anyone, but instead advise the CCO, or a principal of HCM accordingly. Acting on such information may subject the Associate to severe federal criminal penalties and the forfeiture of any profit realized from any transaction.
Although this section is included under the provisions of this Code, it is, in fact, a separate set of procedures required under Section 204A of the Advisers Act and is included in HCMs Compliance Manual. All Associates of HCM are required to read and acknowledge having read such procedures annually. In addition to the above procedural requirements, Associates are subject to restrictions in managing their personal investments and in dealing with clients of HCM.
We currently do not employ a restricted list. Each employee is required to receive prior written clearance from the Principals for the purchase or sell of any covered security. Copies of the employees quarterly brokerage statements are also required to be sent directly to HCMs Compliance Department. Employees are to submit their Personal Securities Transaction Reports to the CCO no later than 30 days after each calendar quarter. The quarterly statements are compared to the Personal Securities Transaction Reports as well as our trade blotter. We also monitor for insider trading by sampling and searching periodically for news on companies identified from our trade blotter.
9. Safeguarding of Sensitive Information. Access persons of HCM are required to safeguard all sensitive information, including information regarding HCM and all clients. No Access Person shall reveal any proposed transactions in Securities by one Client to another Client, any employee of the Firm, or any other person
10. Options . Transactions in put or call options are permitted, but must follow the same requirements as outlined in section 4, regarding Limitations on Personal Trading.
11. Dealings with Clients . No Associate may directly or indirectly purchase from or sell to a client of HCM any security, unless the transaction is pre-approved in writing by the CCO. Associates of HCM are prohibited from ever holding customer funds or securities or acting in any capacity as custodian for a client account. Moreover,
Associates are prohibited from borrowing money or securities from any HCM client and from lending money to any HCM client, unless the client is a member of the Associates immediate family and the transaction has been approved in writing by the CCO or one of the principals.
12. Orders Contrary to the Selection Guidelines Buy/Sell Categories. If there is a client order pending execution that is contrary to the Research Departments Buy/Sell category, a similar transaction may not be entered/executed by an Associate until the clients order has been filled.
13. Margin Accounts . While brokerage margin accounts are discouraged, an Associate may open or maintain a margin account with a brokerage firm with whom the Associate has maintained a regular brokerage account for a minimum of six months. This provision may be waived by the CCO upon written request by the Associate.
14. New Issues. In view of the potential conflicts of interest, Associates are not permitted to purchase initial public offerings of securities (IPOs).
15. Private Placements . No Associate shall purchase any security which is the subject of a private offering, unless prior written approval has been obtained from the CCO or one of the principals.
16. Short Sales. Associates are prohibited from selling short any security which is held broadly in client portfolios, except that short sales may be made against the box in the Associates personal account for tax purposes. Short sales executed by Associates must also comply with the other applicable trading restrictions of this Code.
17. Bonds (Corporate and Municipal). Purchases and sales of $200,000 or greater, by Associates in their personal transactions of a single bond issue shall not be executed prior to the completion of all client orders pending in the same bond.
18. |
Other Restricted Activities Applicable to All Associates of HCM: |
18.1 Outside Business Activities. An Associated Person who seeks or is offered a position as an officer, trustee, director, or is contemplating employment in a similar capacity to that within HCM with an outside enterprise is required to discuss such anticipated plans with HCMs Principals and the CCO prior to accepting such a position, as there may be a conflict of interest.
Annually, all outside business activities must be reported to HCM unless the activity meets the following requirements; 1) it is a non-investment related activity, 2) it is either charitable, civic, religious or a fraternal organization and 3) it is tax-exempt. HCM does not wish to limit any Associates professional or financial opportunities, but needs to be aware of such outside interests so as to avoid potential conflicts of interest and ensure that there is no interruption in services to our clients. Understandably, HCM must also be concerned as to whether there may be any potential financial liability or adverse publicity that may arise from an undisclosed business interest by an Associate.
Access persons may not serve on the Board of directors of a publicly held or private for-profit company without prior written approval from HCM.
Approvals
1) Access persons must direct, in writing, to the Chief Compliance Officer for prompt forwarding to the Principals his/her request for approval of reportable (as defined above) outside business activities.
2) If granted approval, access person must report promptly any changes to the reported entity or the associates relationship to the entity. In addition, all outside business interests must be reported annually on the HCM Outside Business Activities Form. All outside business activities of HCM associates will be maintained and tracked by the Compliance team.
3) Access person must refrain from participating in any deliberation, recommendations, or considerations of whether or not to recommend that any securities of that company be purchased, sold or retained in any client account.
18.2 Personal Gifts . Personal gifts to Associates of HCM are discouraged. However, gifts of a reasonable nominal value (defined as approximately $50 or less) such as a coffee mug, calendar, greeting cards, plaques, certificates, trophies, shirts, pens and pencils or similar items are allowable exceptions to this policy and do not require reporting to the Compliance Department. However, all other gifts received by HCM Associates with an intrinsic value above approximately $50 must be reported to the Compliance Department for review and approval from the G&E Approval Committee (consisting of the Director of Marketing and Client Services, the CCO, and the President of HCM) prior to acceptance by the HCM Associate. A log of all applicable gifts for all HCM Associates shall be kept by the Compliance Department.
Material personal gifts to HCM clients are prohibited. This does not include authorized HCM representatives entertaining our clients or potential clients entertainment addressed in next section). However, in certain circumstances, HCM may send flowers or other such nominal gifts. All such gifts in these scenarios will be subject to approval by the G&E Committee. A log of all applicable gifts for all HCM clients shall be kept by the Compliance Department.
Associates of HCM are allowed to make charitable donations on behalf of the firm to reputable charitable organizations with the prior approval of the G&E Committee. The Compliance Department must have adequate time to thoroughly conduct due diligence on the charitable organization and its mission and purpose for raising funds before any donations are made on behalf of HCM. The purpose of the gift should be non-influential in regards to any current HCM business or potential new HCM business with any client associated with the charity. Also, the entity must have been granted 501(c)(3) charity status from the IRS in order to be eligible for any HCM funds. Exceptions to this policy for charities that do not meet these requirements must be granted by the G&E Committee prior to any funds being disbursed.
18.3 Entertainment . Establishing and maintaining our client relationships are a very important part of our business. While authorized personnel of HCM are allowed to entertain clients, it must be within reason. Examples of such entertainment include dinners and golf outings. Planned events are subject to prior written approval by the G&E Approval Committee. A log of all such approved entertainment engaged in by HCM representatives shall be kept by the Marketing and Client Services Department.
18.4 Use of Source Material. Investment related materials (research reports, investment summaries, etc.) written by Associated Persons of HCM for distribution outside of the company or available to outside parties should be original information and, if appropriate, include proper reference to sources. It is not necessary to reference publicly available information. However, any investment related material referencing HCM or bearing HCMs name or logo must first be submitted to the CCO prior to presentation to outside parties
18.5 |
Communications with Clients through Radio, Television and Other Media. |
Associates of HCM are encouraged to participate in lectures, seminars, and media appearances where the purpose of such communications is to provide investment advice or explain the services offered through HCM. However, the Associate must submit to the CCO for approval, prior to presentation, an outline of any speech or lecture to members of the general public which discusses investments in general or specific securities currently recommended by HCM.
Associates making appearances on radio or television programs as representatives of HCM are prohibited from recommending any specific security, unless such security is currently on HCMs list of approved investments. In situations where an Associate is asked his/her opinion on the investment merits of a security not on HCMs recommended list, the Associate should make it clear to the audience that any opinion given is his/her own and not necessarily that of HCM.
18.6 Political Contributions. As a matter of policy, HCM will not make any political contributions to any election campaign or political action committee (PAC). Covered Associates, as that term is defined in Rule 206(4)-5, are prohibited from making a political contribution to any campaign or PAC for the purpose of influencing an election for a federal, state or local office without the consent of the Chief Compliance Officer or other designated person. Furthermore, political contributions are subject to the following limitations and restrictions:
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Upon approval by the CCO, a maximum of $350 may be contributed to each campaign of a candidate for which the Covered Associate is permitted to vote; |
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Upon approval by the CCO, a maximum of $150 may be contributed to each campaign of a candidate for which the Covered Associate is not permitted to vote; |
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A Covered Associate may not contribute to a PAC or political party with the intention of directing funds to a particular candidate for the purpose of circumventing the above limitations; |
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While there is no stated limit as to the amount a Covered Associate may contribute to a PAC or political party, each contribution must be approved by the CCO in advance. The CCO will decide, based on the available facts and circumstances, whether the contribution is allowable under the text and spirit of the rule; |
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A Covered Associate may not coordinate payments through a third party (such as a consultant, solicitor, friend or family member) in order to facilitate a contribution that would otherwise violate the rule. |
A Covered Associate of an investment adviser is defined as: (i) any general partner, managing member or executive officer, or other individual with a similar status or function; (ii) any employee who solicits a government entity for the investment adviser and any person who supervises, directly or indirectly, such employee; and (iii) any political action committee controlled by the investment adviser or by any of its covered associates.
19. Sanctions. HCM encourages all employees to promptly report any known violations of this code to the CCO. Upon discovering that an access person has not complied with the requirements of this Code, HCM may impose on that person the sanctions described below and others HCMs principals and CCO deem appropriate, including, among other things, disgorgement of profit, censure, suspension or termination of employment. Material violations of requirements of this Code by employees and any sanctions imposed in connection therewith shall be reported not less frequently than quarterly to the CCO.
19.1 |
First infraction. Censure, along with corrective actions, which would include a disgorgement of profits plus an additional financial penalty (up to the difference between the stocks current market |
price and the purchase price times the quantity) or necessary disclosure being made for the non-trading/financial violation. These funds will be sent to a charity of HCMs choice. |
19.2 |
Second infraction. One (1) week suspension of pay for all violations. If this violation is trading related then the sanction will also include a disgorgement of profits plus an additional financial penalty (up to the difference between the stocks current market price and the purchase price times the quantity). These funds will be sent to a charity of HCMs choice. |
19.3 |
Third and further possible infractions. Could include suspension from work without pay for a period of time, previously mentioned financial penalties, and / or other penalties up to termination of employment. |
20. Record Keeping. Rule 204-2(a)(12) as amended requires HCM is required to keep copies of the Codes of Ethics, records of violations of the Code and actions taken as a result of the violation, and copies of the signed acknowledgement of receipt of the Code and Code of Conduct training attendance sheet signed by the employees.
HCM is required to maintain the records required under the amended Rules 204-2(a)(12) and (13) for this standard period, subject to special holding requirements for certain categories of records as specified in the amended rules.
The Codes of Ethics will be kept for five (5) years after the last date they were in effect.
The acknowledgement of receipt of the Code and the amendments to the Code will be kept for five (5) years after the individual ceases to be a supervised person.
A list of access persons will be maintained and will include every person who was an access person at any time within the past five (5) years, even if some of them are no longer access persons of HCM.
A copy of each report required by paragraph (c)(2)(ii) of Rule 17j-1 under the Investment Company Act.
21. Distribution of the Code. Every employee of HCM will be provided a copy of the Code of Ethics and any amendment thereof are covered in the annual Code of Conduct training. HCM requires that each employee acknowledge in writing his/her receipt of the Code of Conduct, provide that acknowledgement form to the CCO for record keeping purposes, and sign the annual Code of Conduct training attendance sheet.
HCM will provide a copy of the current Code of Ethics to clients upon request.
HCM will provide required board reports to the Fund under Rule 17j-1 of the Investment Company Act.
Acknowledgment Of Receipt Of Code Of Conduct/Ethics
ACCESS PERSON/ASSOCIATE OF HCM
I have read the above Code of Conduct/Ethics of HCM regarding personal securities trading and other potential conflicts of interest and agree to comply with the provisions therein.
Signed Date
Code of Ethics
for
DoubleLine Group LP
DoubleLine Capital LP
DoubleLine Equity LP
DoubleLine Funds Trust
DoubleLine Equity Funds
DoubleLine Income Solutions Fund
and
DoubleLine Opportunistic Credit Fund
Effective Date: August 21, 2014
TABLE OF CONTENTS
Page | ||||
I. Introduction |
1 | |||
A. Applicable to all Personnel |
1 | |||
B. Access to the Code |
3 | |||
C. Regulatory Requirements |
3 | |||
D. Other Topics Covered In the Code |
4 | |||
E. Code May be Supplemented by Other Applicable Policies |
4 | |||
F. Best Judgment and Further Advice |
5 | |||
II. Duty to Report Violations of this Code, Sanctions and Acknowledgement |
6 | |||
A. Duty to Report Violations of this Code |
6 | |||
B. Sanctions |
8 | |||
C. Acknowledgement |
9 | |||
III. General Standard of Conduct |
11 | |||
A. Fiduciary Duty |
11 | |||
B. Adherence to Good Business Practices |
12 | |||
C. Compliance with Applicable Federal Securities Laws and Other Requirements |
12 | |||
D. Client Representations |
12 | |||
E. Market Rumors |
12 | |||
IV. Conflicts of Interest |
14 | |||
A. General Statement of Policy |
14 | |||
B. General Description of Conflicts |
14 | |||
C. Particular Conflicts |
15 | |||
D. General Antifraud Prohibitions |
16 | |||
V. Confidentiality/Privacy |
18 | |||
A. General Statement of Policy -- Confidentiality |
18 | |||
B. Sharing of Information Within the Companies |
18 | |||
C. Sharing of Information Outside the Companies |
19 | |||
D. Reasonable Safeguards |
20 | |||
E. Reporting of Possible Confidentiality Breach |
20 | |||
VI. Prohibition Against Insider Trading |
22 | |||
A. Companies Policy Insider Trading |
22 | |||
B. Recognizing Material Nonpublic Information |
22 | |||
C. Avoiding the Receipt and Misuse of Material Nonpublic Information |
24 | |||
D. Required Steps to Take If Exposed to Material Nonpublic Information |
29 | |||
E. Responsibilities of the Chief Compliance Officer |
30 | |||
F. Reporting of Insider Trading Activity |
33 | |||
G. Review of Insider Trading Activity |
34 | |||
H. Annual Attestation |
35 | |||
VII. Reporting of Accounts and Transactions Involving Securities and Other Financial Products |
36 | |||
A. General Statement of Companies Policy With Respect to Account and Notification |
36 | |||
B. Review of Account Statements and Holding Report Notifications |
42 | |||
VIII. Investment Activities |
44 | |||
A. Overview |
44 | |||
B. Provisions of General Applicability |
44 | |||
C. Prohibitions and Pre-Approval Requirements of General Applicability |
45 |
- i -
D. Additional Restrictions Applicable to Access Persons |
49 | |||
IX. Outside Business Activities |
52 | |||
A. General Policy |
52 | |||
B. Receipt of Payment of Third Party Compensation |
53 | |||
C. Annual Attestation |
54 | |||
X. Gifts and Gratuities and Political Activities |
55 | |||
A. Gifts and Gratuities |
55 | |||
B. Political Contributions |
59 | |||
C. Foreign Corrupt Practices Act |
63 | |||
D. Annual Attestation |
65 | |||
XI. Client Complaints and Indications of Inappropriate Conduct |
66 | |||
A. General Statement of Policy |
66 | |||
B. Responsibility of the Chief Compliance Officer |
66 | |||
XII. Annual Review by Trustees |
67 |
ATTACHMENTS
Acknowledgement of Receipt of Initial Code of Ethics
Acknowledgement of Receipt of Initial Code of Ethics (consultants)
Acknowledgement of Receipt of Amended Code of Ethics
Exhibit I.A.: |
New Access Person Introduction Checklist |
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Exhibit VII A1: |
Annual or Initial Holdings Report |
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Exhibit VII A2: |
Request for Duplicate Confirmations and Statements |
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Exhibit VII |
Policy Regarding Special Trading Procedures for Securities of Certain Closed-End Funds |
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Exhibit VIII C: |
Request for Preauthorization Personal Trades |
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Exhibit X. A.: |
Annual Non-Cash Compensation Acknowledgement and Certification (aka: Gift Form) |
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Exhibit XI C: |
Required Annual Attestations and Disclosures |
- ii -
I. INTRODUCTION
A number of entities affiliated with DoubleLine Group LP (Group) have jointly adopted this Code of Ethics (the Code ) to set forth the ethical and professional standards required of those entities listed and defined below (collectively, the Companies ) and to demonstrate the commitment of the Companies and their management to maintaining the trust and confidence of the investors in the funds offered by the Trust, the Equity Funds, DBL and DSL (all defined below and collectively, the Funds ) and of the Advisers clients, to upholding high standards of integrity and business ethics and professionalism, and to compliance with legal and regulatory requirements and with the Companies internal policies and procedures. Various employees of Group, which provides operational support for the Trust, the Equity Funds, DBL and DSL, will perform certain actions discussed herein on behalf of DBL, DSL, the Equity Funds and the Trust.
The entities comprising the Companies are:
DoubleLine Group LP (Group)
DoubleLine Capital LP (Adviser, Capital)
DoubleLine Equity LP (Adviser, Equity)
DoubleLine Opportunistic Credit Fund (DBL)
DoubleLine Funds Trust (Trust)
DoubleLine Equity Funds (Equity Funds)
DoubleLine Income Solutions Fund (DSL)
A. |
Applicable to all Personnel |
The Code covers all personnel of Group, DBL, DSL, the Trust, Equity Funds and the Advisers, including partners, officers, directors (and other persons occupying a similar status or performing similar functions), and employees, as well as individuals associated with the Companies in any manner that provide investment advice on their behalf and are subject to their supervision and control (collectively, hereinafter, the DoubleLine Personnel or Personnel ). The term Personnel shall also include any individuals who are members of the DoubleLine Capital GP LLC, which is Capitals general partner. Temporary employees and consultants that, in each case, are engaged by any of the Companies to provide clerical, administrative or professional services that are not directly investment related will not be considered to be Personnel subject to this Code except to the extent the Chief Compliance Officer (CCO) notifies them to the contrary.
New employees shall be briefed as to the requirements of the Code of Ethics, with Exhibit I. A. serving as a guideline to that introduction. The briefing is not a substitute for all employees reading the Code in its entirety at least annually. The fact that a briefing has not occurred or that the CCO has not made a determination of any existing employees change of status does not in any way limit the obligation of any person to comply with all applicable provisions of the Code.
1. |
Applicability of this Code to the Disinterested Trustees |
Various provisions of this Code either do not apply to the Trustees of the Trust, Equity Funds, DBL or DSL who are not interested persons within the meaning of Section 2(a)(19) of the Investment Company Act of 1940 (the Disinterested Trustees ), or applies only in a limited fashion.
The following Sections of this Code do not apply to the Disinterested Trustees:
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Section VIII (Investment Activities) |
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Section IX (Outside Business Activities) |
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Section X (Gifts and Gratuities and Political Activities) |
In addition, Disinterested Trustees are required to comply with only Subsection A(5) of Section VII (Reporting of Accounts and Transactions Involving Securities and Other Financial Products).
2. |
Authority to Exempt Any Person from Coverage |
Notwithstanding the foregoing, the Chief Compliance Officer may exempt any person from all or any portion of the Code upon a finding that such person is neither an Access Person, as defined at Rule 17j-1(a)(1) under the Investment Company Act of 1940 (the Investment Company Act ) or Rule 204A-1 of the Investment Advisers Act of 1940 (the Advisers Act ) or a supervised person , as defined at Section 202(a)(25) of the Advisers Act, and that, such persons duties and responsibilities are such that application of all or any particular portion of this Code to such person is not reasonably necessary. Accordingly, all persons subject to the Code shall be considered to be Access Persons, regardless of whether they meet any particular definition thereof while persons that have been exempted from all or any particular portion of the Code shall not be considered to be Access Persons to the extent of that exemption.
The Chief Compliance Officer also may waive provisions of the Code on a case-by-case basis, after reviewing the circumstances surrounding the request for a waiver. An example of such a waiver would be the waiver of the two-day requirement to execute a trade. The Chief Compliance Officer shall keep a written record of all such waivers and the basis for such waiver, which typically shall be recorded on a trade approval form or email.
3. |
Documentation |
The CCO is responsible (i) for maintaining a record of all personnel associated from time-to-time with the Companies and, as to each individual, the dates of such persons association, the title or position held by such individual and whether such person was exempted from all or any portion of the Code and, therefore is not considered to be an Access Person, and, (ii) as to all persons exempted from all or any portion of the Code, for documenting the basis for such exemption. The CCO generally shall rely upon the Groups Human Resources department for all such lists.
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DOCUMENT RETENTION REQUIREMENT |
Document: A record of all Trustees, officers and employees of a Fund and documentation of the basis for any exemption from the Code
Responsible Party: The Chief Compliance Officer
Maintenance Period: A minimum of five years after the end of the fiscal year in which such record was created, provided any documentation as to any exemption from the Code shall be maintained for a minimum of five years after the end of the fiscal year in which the relevant individuals association with the Companies was terminated.
Regulatory Reference: Investment Company Act Rule 17j-1(f)(1)(D) and Advisers Act Rule 204-2(a)(13)(ii) |
B. |
Access to the Code |
All Personnel will be provided access to the Code, either in hard copy or on the Companies internal electronic systems. Personnel should keep the Code available for easy reference.
C. |
Regulatory Requirements |
The Code has been adopted in connection with the Companies compliance with Rule 204A-1 under the Investment Advisers Act of 1940 (the Advisers Act ) or Rule 17j-1(c) under the Investment Company Act of 1940 (the Investment Company Act ), as applicable.
As registered investment advisers, the Advisers, pursuant to Rule 204A-1, are required to establish, maintain and enforce a written code of ethics that, at a minimum:
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Sets forth the general standard of conduct required of all supervised persons, which standard reflects the fiduciary duties that the Advisers and all such individuals owe to the Advisers clients. |
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Requires compliance by all supervised persons with applicable federal securities laws. |
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Requires certain supervised persons to report, and for the Advisers to review, their personal securities transactions and holdings periodically. |
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Requires prompt reporting by all supervised persons of any violations of this Code. |
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Requires distribution by the Advisers of the Code and of any amendments to all supervised persons and for the Advisers to obtain written acknowledgements from all such individuals as to their receipt of the Code. |
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DBL, DSL, the Trust, Equity Funds and the Advisers also are required pursuant to Rule 17j-1 under the Investment Company Act to adopt a written code of ethics that contain provisions reasonably necessary to prevent their Access Persons, as defined in Investment Company Act Rule 17j-1(a)(1), from:
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employing any device, scheme or artifice to defraud a Fund; |
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making any untrue statement of a material fact to a Fund or omit to state a material fact necessary in order to make the statements made to a Fund, in light of the circumstances under which they are made, not misleading; |
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engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on a Fund; or |
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engaging in any manipulative practice with respect to a Fund. |
D. |
Other Topics Covered In the Code |
In addition to the minimum requirements set forth above, the Code also addresses the Companies policies and procedures regarding:
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Sanctions for violating the Code |
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Safeguarding and maintaining confidential information |
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Prohibitions against insider trading |
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Investment activities |
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Outside business activities |
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Giving and receiving of gifts and entertainment |
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Political activities |
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Client complaints |
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Annual review by Trustees |
E. |
Code May be Supplemented by Other Applicable Policies |
The Code has been drafted in a manner that allows it to apply equally to all Personnel regardless of their specific functions or responsibilities. As a result of this one size fits all approach, the Companies may, from time-to-time, supplement the Code as it applies to Personnel that perform certain functions or that have particular responsibilities by the adoption of separate, more specialized policies and procedures. Where this is the case, Personal to whom these separate policies and procedures apply must comply with both the Code and these additional policies or the more restrictive of the two in the case of a
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conflict. More generally, the existence of the Code should not be understood as relieving Personnel, in any manner, from their continuing responsibility to familiarize themselves, and to comply, with all applicable policies and procedures of the Companies.
F. |
Best Judgment and Further Advice |
It is not reasonable to expect this Code or other applicable policies or procedures of the Companies to cover all of the possible situations that Personnel may encounter. For this reason, nothing in this Code removes the need for all Personnel to use their best judgment in order to maintain high professional standards and to consult with their supervisor s as well as appropriate legal or compliance Personnel, as needed.
Personnel that are unsure how to handle a particular situation are urged to consult with their supervisor or legal or compliance personnel for advice.
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References: |
Advisers Act Section 202(a)(25): Definitions (definition of Supervised Person) |
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Advisers Act Rule 204A-1(a): Investment Adviser Codes of Ethics (adoption of code of ethics) |
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Investment Company Act Section 17: Transaction of Certain Affiliated Persons and Underwriters |
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Investment Company Act Rule 17j-1: Personal Investment Activities of Investment Company Personnel |
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II. DUTY TO REPORT VIOLATIONS OF THIS CODE, SANCTIONS AND ACKNOWLEDGEMENT
A. |
Duty to Report Violations of this Code |
DoubleLine Personnel are required to report promptly any violation or potential violation of the Code to the Companies Chief Compliance Officer. Any such report shall be maintained in confidence and no retaliation shall be made against the individual making such report and, indeed, any retaliation for the reporting of a violation of the Code shall itself constitute a violation of the Code.
ACTION REQUIRED TO BE TAKEN |
Any individual that becomes aware of a violation of this Code must promptly report such violation.
RESPONSIBLE PARTY : Any applicable individual |
1. |
Review and Investigation |
The Chief Compliance Officer shall be responsible for the prompt review and investigation of any violations of the Code reported to, or independently discovered by, the Chief Compliance Officer. The Chief Compliance Officer shall also be responsible for reporting any substantiated material violations of the Code to appropriate senior management within the Companies and to the Board of Trustees of the Trust, Equity Funds, DSL or DBL (as applicable) (the Trustees ) and for appropriately documenting such review and investigation, the reporting thereof to senior management, and any action, including any sanctions, taken as a result thereof.
2. |
Heightened Supervision or Other Responsive Actions |
The Chief Compliance officer shall be responsible for determining whether any violation of the Code that is brought to the Chief Compliance Officers attention indicates a need (i) for heightened supervisor y procedures, and, if so, the means by which such need should be addressed, and (ii) any change in the Companies procedures or policies or applicable controls. In addition, the Chief Compliance Officer, after conferring with legal, shall also be responsible for determining whether the violation, or any sanction imposed as a result thereof, requires disclosure or reporting, including to the Companies clients or, any regulatory, law enforcement or other outside party. The Chief Compliance Officer shall be responsible for appropriately documenting each determination.
3. |
Involvement of Legal Counsel |
Notwithstanding the assignment of responsibility to the Chief Compliance Officer with respect to the review and investigation and reporting of violations, where either the Chief Compliance Officer, counsel, or the Disinterested Trustees determine that sufficient reasons
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exist for any such review, investigation, or reporting to be conducted under the direction of legal counsel or such outside counsel as shall engage for such purpose, such legal or outside counsel shall have the ultimate responsibility for the conduct of such review, investigation, and the reporting and documentation thereof.
ACTION REQUIRED TO BE TAKEN |
The Chief Compliance Officer is responsible for the review and investigation of violations of the Code, for reporting of any substantiated material violations to the Companies senior management and/or the Trustees, as applicable, for determining whether the violation indicates a need for heightened supervisor y procedures, changes to procedures or policies or applicable controls, and whether there is any requirement to disclose or report the violation or any sanction imposed as a result thereof.
RESPONSIBLE PARTY : The Chief Compliance Officer |
DOCUMENT RETENTION REQUIREMENT |
Document: Documentation of the review and investigation of purported violations of the Code and the reporting, if applicable, thereof to senior management and/or the Trustees of any action taken as a result thereof.
Responsible Party: Chief Compliance Officer
Maintenance Period: A minimum of five years from the end of the fiscal year during which the documentation was created, such document to be retained for the first two years in an appropriate office of the Companies and, thereafter, in an easily accessible place.
Regulatory Reference: Advisers Act Rule 204-2(a)(12) and (e) and Investment Company Act Rule 17j-1(f)(B). |
4. |
Where the Chief Compliance Officer is Implicated by the Violation Being Reported |
Notwithstanding the foregoing, where a person making a report believes that the Chief Compliance Officer is implicated in any violation being reported, the reporting person may report such violation to any of the Companies senior management, including the Disinterested Trustees, as such individual believes is appropriate (the Receiving Person ). Upon the receipt of a report of a violation, the Receiving Person shall either cause the Companies to undertake such review and investigation of the reported violation and to take such other action as is contemplated above or promptly report such matter to another member of senior management as the Receiving Person believes is appropriate, who, upon receipt of such report, shall have the responsibility of a Receiving Person.
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ACTION REQUIRED TO BE TAKEN |
Each Receiving Person , if any, is responsible for either causing the applicable Adviser to undertake such review and investigation of any violation of the Code as is contemplated above or for promptly reporting such matter to another member of senior management who shall, thereupon, assume the responsibilities of a Receiving Person.
RESPONSIBLE PARTY : Each Receiving Person |
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References: |
Advisers Act Rule 204A-1(a)(4): Investment Adviser Codes of Ethics (duty to report violations) |
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Advisers Act Rule 204-2(a)(12)(ii): Books and Records to be Maintained by Investment Advisers (record of any violation of the Code and action taken as a result) |
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Advisers Act Rule 204-2(e)(1): Books and Records to be Maintained by Investment Advisers (holding periods for certain required records) |
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Investment Company Act Rule 17j-1(c)(2)(ii)(A): Personal Investment Activities of Investment Company Personnel (Administration of Code of Ethics) |
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Investment Company Act Rule 17j-1(f)(B): Personal Investment Activities of Investment Company Personnel (Recordkeeping Requirements)
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B. |
Sanctions |
1. |
Requirement that Chief Compliance Officer be Informed of all Internal Discipline |
No internal discipline shall be imposed on any DoubleLine Personnel for violation of this Code without the underlying matter and the sanction to be imposed being first brought to the attention of the Companies Chief Compliance Officer.
2. |
Possible Sanctions |
Possible sanctions for violation of this Code may include, but need not be limited to, reprimands, monetary fines, suspensions, reduction in responsibilities, grade or title, or termination. Sanctions are imposed by the Code of Ethics Committee formed by DoubleLine Group, which generally shall consist of the General Counsel, Chief Risk Officer, Chief Compliance Officer, Chief Operating Officer and others that they may designate.
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C. |
Acknowledgement |
All Personnel must read, understand and adhere to this Code as well as any amendments to the Code. Personnel (with the exception of the Trustees) are also required to sign an Acknowledgement that they have read the entire Code, and from time-to-time, any amendments, and have had an opportunity to review any portions with their supervisor and a member of the Compliance Department.
By signing the Acknowledgement, each signatory agrees to perform fully all applicable responsibilities and to comply with all applicable restrictions, limitations, and requirements set forth in the Code and acknowledge that any such failure may result in disciplinary action, up to and including termination. Failure to comply with the terms of this Code can also subject the Companies and responsible supervisor s and involved individuals to fines, penalties and potentially even criminal proceedings in addition to significant reputational harm and regulatory sanctions. From time-to-time, the Companies may ask any recipient of this Code may be asked to certify his or her continued compliance with the applicable terms and/or with any other applicable restrictions, limitations or requirements and to sign an Acknowledgement with respect to any amendments hereto.
A copy of the Acknowledgement can be found at the end of this Code. Each recipient is required to return the completed Acknowledgement to the Chief Compliance Officer.
ACTION REQUIRED TO BE TAKEN |
Each recipient is responsible for providing a signed copy of the Acknowledgement to the Chief Compliance Officer.
RESPONSIBLE PARTY : Each recipient
The Chief Compliance Officer or designate is responsible for obtaining a signed copy of the Acknowledgement from each recipient with respect to the Code and any amendments thereto. The CCO or designate will review to ensure that all access persons submit their Acknowledgement forms.
RESPONSIBLE PARTY : The Chief Compliance Officer |
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DOCUMENT RETENTION REQUIREMENT |
Document: Acknowledgement relating to receipt and review of Code and any amendments thereto
Responsible Party: Chief Compliance Officer
Maintenance Period: A minimum of five years from the end of the fiscal year in which the applicable individual ceases to be a supervised person of the Companies, such document to be retained for the first two years in an appropriate office of the Companies and, thereafter, in an easily accessible place.
Regulatory Reference: Best practices and Advisers Act Rule 204-2(a)(12)(iii). |
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References: |
Advisers Act Rule 204A-1(a)(5): Investment Adviser Codes of Ethics (written acknowledgement) |
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Advisers Act Rule 204-2(a)(12)(iii): Books and Records to be Maintained by Investment Advisers (record of written acknowledgement) |
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Investment Company Act Rule 17j-1: Personal Investment Activities of Investment Company Personnel |
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III. GENERAL STANDARD OF CONDUCT
The Companies are committed to maintaining the trust and confidence of their shareholders and clients, to upholding high standards of integrity and business ethics and professionalism, and to compliance with legal and regulatory requirements and its own internal policies and procedures.
Compliance with these standards is crucial to the Companies long-term success. Simply put, the Companies continued success is dependent upon its reputation and there is no more certain way to diminish the Companies reputation than by failing to put their shareholders and clients first. If the Companies serve their shareholders and clients honestly and equitably and to the best of their abilities, their success will follow.
The general standard of conduct required by all Personnel reflects a number of underlying requirements including:
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the fiduciary duty owed by the Companies and their Personnel to the Funds shareholders and the Advisers clients; |
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the Companies intent to adhere to good business practices; |
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applicable legal and regulatory requirements; |
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the Companies own internal policies and procedures; and |
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representations that the Companies have made to its clients in agreements, offering documents or other written materials. |
A. |
Fiduciary Duty |
The Companies and all Personnel owe a fiduciary duty to the Funds shareholders and to the Advisers clients. This means that the Companies and their Personnel must always place the interests of the Funds shareholders and the Advisers clients first and may not put their own interests ahead of their shareholders and clients interests or otherwise abuse their position of trust and responsibility. More specifically, the Companies fiduciary duty to their shareholders and clients requires that Personnel adhere to the following standards:
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Any recommendation to a client must have a reasonable basis and must be suitable for the client in light of the clients needs, financial circumstances, and investment objectives; |
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Facts that may be material to the clients economic interest or decision-making must be disclosed fully and fairly and Personnel must refrain from engaging in fraudulent, deceptive or manipulative conduct; |
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Best execution should be provided with respect to client transactions; and |
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Conflicts of interest should be fully disclosed and fairly managed (as discussed more fully at Section IV hereof). |
B. |
Adherence to Good Business Practices |
The Companies expect all Personnel to adhere to the principles of good business practice. At a minimum, this requires Personnel to engage in fair and honest conduct in all their dealings and to perform their functions and meet their responsibilities with a degree of professionalism reasonable to the circumstances.
C. |
Compliance with Applicable Federal Securities Laws and Other Requirements |
Inherent in the above standard is the requirement that the Companies and all Personnel comply at all times with all applicable securities laws as well as the Companies own internal policies and procedures.
While many applicable legal and regulatory requirements are reflected in this Code or the Companies other policies and procedures, Personnel should not assume that this is true of every relevant securities law or regulation. As a result, Personnel must take the responsibility to inform themselves of, and understand, the legal and regulatory requirements applicable to their activities. For this same reason, the Companies expect all Personnel to stay current with respect to applicable regulatory and legislative developments.
D. |
Client Representations |
The Companies and all Personnel are also expected to comply with any representations that the Companies have made to their clients, including, but not limited to, representations that are made in formal agreements between the Companies and their clients or the offering documents for any of the Companies products (where applicable). This is particularly relevant with respect to adherence to stated objectives and constraints applicable to a portfolio or fund.
E. |
Market Rumors |
No officer or employee of the Companies shall originate or, except as permitted below, circulate in any manner a false or misleading rumor about a security or its issuer for the purpose of influencing the market price of the security. A statement that is clearly an expression of an individuals or the Companies opinion, such as an analysts view of the prospects of a company, is not considered to be a rumor, and is excluded from these restrictions.
Where a legitimate business reason exists for discussing a rumor, for example where a client is seeking an explanation for an erratic share price movement which could be explained by the rumor, care should be taken to ensure that the rumor is communicated in a manner that:
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sources the origin of the information (where possible); |
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gives it no additional credibility or embellishment; |
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makes clear that the information is a rumor; and
makes clear that the information has not been verified.
If in doubt, Personnel should consult with the CCO regarding questions about the appropriateness of any communications about specific securities.
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References: |
Advisers Act Section 206: Prohibited Transactions by Investment Advisers |
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Advisers Act Rule 204A-1(a)(1) and (2): Investment Adviser Codes of Ethics (adoption of general standard of business conduct and requirement of compliance with applicable Federal securities laws) |
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Advisers Act Rule 204A-1(e)(4): Investment Adviser Codes of Ethic (definition of Federal Securities Laws) |
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Investment Company Act Rule 17j-1(b): Personal Investment Activities of Investment Company Personnel (Unlawful Actions) |
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Investment Company Act Rule 17j-1(c): Personal Investment Activities of Investment Company Personnel (Code of Ethics) |
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Investment Company Act Rule 38a-1(f)(1): Compliance Procedures and Practices of Certain Investment Companies (definition of Federal Securities Laws)
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IV. CONFLICTS OF INTEREST
A. |
General Statement of Policy |
The fiduciary duties imposed on the Companies and Personnel require all Personnel to be sensitive to the possibility of conflicts of interest, whether real or apparent, in transactions with clients. This includes conflicts between the interest of the Companies or their Personnel and their clients and conflicts between two clients. As a general matter, conflicts should be avoided. Where they cannot be avoided, it will generally be the case that they should be disclosed and specific consent obtained from the client with respect thereto. When in doubt, Personnel should contact their supervisor or a member of legal or compliance for advice.
B. |
General Description of Conflicts |
While it is impossible to describe all conflicts that may arise, in general, conflicts will include various practices in which the Companies or any Personnel have a pecuniary or other interest in recommending or undertaking a transaction for a client. It is important to understand that a conflict does not require that the client suffer any actual harm. It also does not require that the improper interest in question be tangible or otherwise quantifiable or even certain. It is enough if the improper interest is, or could be viewed as, a motivating factor in the Companies or Personnel recommending or undertaking the transaction.
An improper interest may be economic, personal or otherwise. In the case of an economic interest, the interest may be a positive benefit or the avoidance, or minimization of, a negative economic result, e.g. , the avoidance of an expense or a loss, or loss minimization.
Improper interests can include a wide variety of situations, including situations where:
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The transaction allows the Companies or Personnel to generate fees or profits, or avoid losses or expenses, from another relationship as, for example, is the case with respect to soft dollars (discussed further below), the receipt of finders fees, outside commissions or bonuses; |
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The Companies or Personnel are directly interested in the transaction as, for example, is the case with respect to principal transactions; |
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The transaction benefits a third party in which the Companies or any Personnel has an ownership or other economic interest; |
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The transaction provides a benefit to a third party, rather than to the Companies or any Personnel directly, for an improper purpose as, for example, one that: |
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involves any quid pro quo , e.g. , where the benefit is returned to the Companies or Personnel in some manner; |
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is done to benefit a spouse or child or other person for personal reasons; or |
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is done to repay a favor or out of gratitude or for the purpose of obtaining or continuing to receive lavish gifts or entertainment (as discussed further below). |
Without limiting the generality of the foregoing, all Personnel should avoid any investment, interest, association or other relationship that interferes, might interfere, or even might be perceived as interfering with the independent exercise by the individual of good judgment in the best interest of the Advisers clients or the Funds shareholders.
C. |
Particular Conflicts |
1. |
Conflicts Related to the Provision of Disinterested and Impartial Advice or Undertaking a
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Any advice or recommendation, or transaction undertaken on behalf of a client, must be disinterested and impartial. An interest in a security or issuer, whether direct or indirect, or a relationship with an issuer, may support an inference that advice or a recommendation or the undertaking concerning such security or the securities of an issuer was not disinterested and impartial.
Accordingly, to minimize the possibility of such conflicts the Companies have adopted policies discussed elsewhere herein with respect to:
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the investment activities of DoubleLine Personnel (see Sections VII and VIII hereof); |
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the holding of any position ( e.g. , as a director or trustee) with an issuer or its affiliates (see Section IX hereof); or |
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any present or proposed business relationship with an issuer or its affiliates (see Section IX hereof). |
2. |
Appropriation of Client Information for Personal Benefit |
DoubleLine Personnel may not trade or recommend trading in securities on the basis of client information, including information related to client positions, trades, or strategies. This means that trades and recommended trades by Personnel should always be based upon an investment assessment that is independent of any nonpublic client information.
3. |
Soft Dollars |
The term soft dollars is generally understood as an arrangement under which research or brokerage products or services, other than execution of securities transactions, are obtained by an adviser from or through a broker-dealer in exchange for the direction by the adviser of client brokerage transactions to the broker-dealer. Because such arrangements can have the effect of using client assets to pay for services that benefit the adviser, rather than the client
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directly, participation by an adviser in such arrangements is considered to violate an advisers fiduciary duty to its clients and, therefore, is generally prohibited. The one exception to the foregoing is found in Section 28(e) of the Securities Exchange Act of 1934 (the Exchange Act ), which exempts the provision of brokerage and research services from the foregoing prohibition. Any arrangements for brokerage and research services, however, should comply with any separate policies or procedures that may be adopted from time-to-time.
4. |
Selecting Suppliers and Service Providers |
The acceptance of any compensation or other benefit from a supplier or service provider to the Companies, especially one involving expenses that are, directly or indirectly, borne by an Advisers clients, may also be perceived as a conflict in that it may lead to a perception that the providers selection may not be in the clients best interest. Accordingly, the Companies use of any brokerage firm or other vendor, or service provider may be subject to separate policies and procedures of the Companies subjecting such use to a pre-approval process and other requirements for the purpose of minimizing the possibility of such conflicts. Moreover, Personnel may not accept compensation, whether in the form of cash or otherwise, for their own benefit from a service provider except in accordance with the provisions of Subsection B of Section IX hereof, which relates to receipt or payment of third party compensation, and Section X hereof, which relates to gifts and entertainment.
D. |
General Antifraud Prohibitions |
DoubleLine Personnel are prohibited from:
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employing any device, scheme, or artifice to defraud a client or prospective client; |
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engaging in any transaction, practice, or course of business that operates as a fraud or deceit upon a client or prospective client; |
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making any untrue statement of a material fact to a client or omitting to state a material fact necessary to make a statement made not misleading; or |
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engaging in any act, practice or course of business that is fraudulent, deceptive, or manipulative. |
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References: |
Exchange Act Section 28(e): Effect on Existing Law (exchange, broker, and dealer commissions; brokerage and research services) |
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Advisers Act Section 206: Prohibited Transactions by Investment Advisers |
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Advisers Act Rule 204A-1(a)(1) and (2): Investment Adviser Codes of Ethics (adoption of general standard of business conduct and requirement of compliance with applicable Federal securities laws) |
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Investment Company Act Rule 17j-1(b): Personal Investment Activities of Investment Company Personnel (Unlawful Actions) |
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Investment Company Act Rule 17j-1(c): Personal Investment Activities of Investment Company Personnel (Code of Ethics) |
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Investment Company Act Rule 38a-1(f)(1): Compliance Procedures and Practices of Certain Investment Companies (definition of Federal Securities Laws)
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V. CONFIDENTIALITY/PRIVACY
A. |
General Statement of Policy -- Confidentiality |
All DoubleLine Personnel have a duty to safeguard and treat as confidential all nonpublic information concerning the Companies, investors in the Funds, clients of the Advisers, and all transactions in which the Advisers or its clients are involved. This includes all information concerning a clients financial circumstances and holdings, and advice furnished to the client. Moreover, employees may only use Companies or client information within the scope of their employment and, accordingly, may not appropriate such information for their own use or benefit or the use or benefit of any third party.
B. |
Sharing of Information Within the Companies |
DoubleLine Personnel should only share client or proprietary information within the Companies with individuals that have a legitimate business need for knowing the particular information. In addition, employees should not share information in violation of any Information Walls implemented by the Companies as a means of isolating certain kinds of sensitive information within the Companies so that it is not available to employees that perform public functions, such as the making of recommendations or giving of advice with respect to trading. Employees should bring to the attention of the Chief Compliance Officer any attempt by other Personnel to solicit or obtain client or proprietary information for which they do not have a legitimate business need.
ACTION REQUIRED TO BE TAKEN |
Each individual that becomes aware of any attempt by Personnel to solicit or obtain client or proprietary information for which they do not have a legitimate business need should bring such matter to the attention of the Chief Compliance Officer.
RESPONSIBLE PARTY : Each applicable individual |
1. |
Presentations to the Funds Trustees |
In presenting or furnishing a report to the Funds Trustees, representatives of service providers to the Funds should generally refrain from identifying or discussing Fund portfolio transactions that occurred within the preceding 15 calendar days or Fund portfolio transactions that will occur or are actively being considered within the following 15 calendar days (a Disclosed Portfolio Transaction ). Exceptions to the foregoing policy may be made upon the request of a Trustee, with the permission of the Chief Compliance Officer or as is otherwise necessary for the Trustees to fulfill their oversight responsibilities.
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(i) |
Notification to Disinterested Trustees |
For the purposes of assisting the Disinterested Trustees in fulfilling their reporting obligations under the Code, whenever the Chief Compliance Officer is informed or otherwise becomes aware of a Disclosed Portfolio Transaction, the Chief Compliance Officer shall provide the Disinterested Trustees with specific notice of such fact and remind them of the reporting requirements applicable to the Disinterested Trustees with respect to the applicable securities. Notwithstanding such obligation on the part of the Chief Compliance Officer, any failure by the Chief Compliance Officer to provide such notice shall not affect or otherwise lessen in any way any reporting obligation that the Disinterested Directors may have under this Code or otherwise.
ACTION REQUIRED TO BE TAKEN |
The Chief Compliance Officer, upon becoming aware of a Disclosed Portfolio Transaction, shall provide notice of such fact to the Disinterested Trustees.
RESPONSIBLE PARTY : The Chief Compliance Officer |
DOCUMENT RETENTION REQUIREMENT |
Document: Notification to the Disinterested Trustees of a Disclosed Portfolio Transaction
Responsible Party: Chief Compliance Officer
Maintenance Period: A minimum of five years from the end of the fiscal year in which the notice is given, such document to be retained for the first two years in an appropriate office of the Fund and, thereafter, in an easily accessible place.
Regulatory Reference: Best Practices. |
C. |
Sharing of Information Outside the Companies |
DoubleLine Personnel should not discuss or share client or proprietary information with individuals outside the Companies, other than with parties that both have a legitimate need to know such information and have either provided a confidentially agreement that covers such information, which, in accordance with the Companies policies, has been reviewed and approved by the Companies Compliance Department (or legal counsel, as appropriate) or are themselves under a separate duty to maintain the confidentiality of the information, such as, for example, the Companies outside counsel or accounting firm, or employees of regulated entities such as prime brokers, clearing firms or transfer agents. When any doubt exists as to the need for a confidentially agreement, employees should contact the Companies Compliance Department or legal counsel if appropriate.
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D. |
Reasonable Safeguards |
DoubleLine Personnel should use special care to limit the possibility of inadvertent disclosure of client or proprietary information. In particular, Personnel should:
|
keep their desk and work areas clear of all confidential information when they are not present; |
|
secure all laptops, mobile phones, blackberries and other such devices when unattended; |
|
dispose of confidential documents by shredding them or placing them in confidential document waste bins or otherwise complying with proper document destruction procedures; |
|
keep sensitive information removed from the office out of public view; |
|
limit discussions of such information within the Companies to individuals who have a legitimate business need for knowing the particular information; and |
|
consider whether the use of a code name in place of an issuers name may be advisable. |
Employees should not :
|
leave confidential information in the open, including in a conference room, once a meeting is over; |
|
discuss confidential information in places where it may be inadvertently overheard by unauthorized persons, such as in elevators, public transportation, restaurants or the like; |
|
discuss confidential information while using a speaker-phone that is turned up loud enough to be overhead by visitors or unauthorized Personnel; or |
|
discuss confidential information with individuals outside the Companies except in accordance with the policy set forth above. |
E. |
Reporting of Possible Confidentiality Breach |
Employees should promptly bring to the attention of the Chief Compliance Officer or legal counsel (if deemed appropriate) any suspicion that an unauthorized person has obtained confidential information.
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1. |
Special Considerations Involving Information Disclosure About Publicly Traded Clients |
The inadvertent disclosure of nonpublic information about a client that has publicly traded securities outstanding may trigger a disclosure requirement on the part of the client. Accordingly, anyone who unintentionally discloses nonpublic information regarding a client that has securities that trade publicly should immediately contact the Chief Compliance Officer so that a determination can be made as to whether there is a need to take any action, including alerting such client of such disclosure so that it will have an opportunity to publicly disclose such information.
ACTION REQUIRED TO BE TAKEN |
Each individual should promptly bring any suspicion that an unauthorized person has obtained confidential information to the attention of the Chief Compliance Office or the General Counsel .
RESPONSIBLE PARTY : Each applicable individual |
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VI. PROHIBITION AGAINST INSIDER TRADING
A. |
Companies Policy Insider Trading |
It is unlawful for any person to trade on ones own behalf or on behalf of others, or to tip or recommend trading in securities on the basis of material nonpublic (i.e., inside) information concerning an issuer or to pass such information to others improperly. Violations of the foregoing can result in severe civil and criminal penalties for the individuals involved and can result in the imposition of significant penalties on the Companies.
The possession of material nonpublic information by any employee or other Personnel may be attributed to the Companies generally unless the information is effectively isolated by the use of Information Walls so that it is not available to employees that perform public functions, including trading and the making of recommendations or giving of advice with respect to trading. A breach of the Companies Information Walls so that nonpublic information is not confined to Personnel that do not perform public functions, can result in the Companies being required to suspend activities involving trading and the making of recommendations in whole or in part for some indefinite period of time in certain circumstances.
As a result, strict compliance with all applicable procedures that the Companies institute to contain the flow of material nonpublic information is required of all Personnel. Moreover, and as described more fully below, Personnel that become aware of material nonpublic information must promptly contact the Chief Compliance Officer and otherwise comply with the requirements of Subsection D below.
The provisions of this Article VI shall, and shall be construed so as to, apply to the Trustees of the Trust, Equity Funds, DSL or DBL who are not interested persons of DBL, DSL, the Trust, the Equity Funds or the Advisers only in respect or their status and activities as such.
Personnel that have questions concerning the requirements of the policies set forth in this Section are urged to consult with their supervisor , the individual responsible for the Chief Compliance Officer or other legal counsel as appropriate.
B. |
Recognizing Material Nonpublic Information |
1. |
Nonpublic Information |
Typically, for purposes of the U.S. securities laws, information is considered nonpublic if the information has not been broadly disseminated to investors in the marketplace, such as by releasing the information over the news wires, disclosing it in public filings ( e.g. , Forms 10-K or 10-Q) or otherwise disseminating it in a manner that makes it fully available to investors and a reasonable time has elapsed to allow such dissemination.
2. |
Materiality |
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Information is considered material if: (1) there is a substantial likelihood that a reasonable investor would consider the information important in making an investment decision; or (2) a reasonable investor would consider it as having significantly altered the total mix of information relating to the issuers securities. Generally, this includes any information the disclosure of which would have a meaningful effect on the price of an outstanding security.
Determining materiality is a fact-specific inquiry, requiring a careful assessment of the inferences a reasonable person would draw from a given set of facts. By way of guidance, the Securities and Exchange Commission has indicated the following as examples of the types of information or events that may be considered material:
|
impending or potential mergers, acquisitions, tender offers, joint ventures, or changes in assets, such as a large disposal of the same; |
|
earnings or revenue information and changes in previously disclosed financial information; |
|
events regarding the issuers securities, e.g. , advance knowledge of a ratings downgrade, defaults on securities, calls of securities for redemption, public or private sales of additional securities, stock splits or changes in dividends, repurchase plans or changes to the rights of security holders; |
|
new products or discoveries, or developments regarding clients or suppliers ( e.g. , the acquisition or loss of a major contract); |
|
significant changes in control or management; |
|
changes in auditors or auditor notification that the issuer may no longer rely on an auditors report; |
|
impending bankruptcies or receiverships; |
|
information relating to the market for an issuers securities, such as a large order to purchase or sell securities; and |
|
prepublication information regarding reports in the financial press. |
Because assessments of materiality are necessarily highly fact-specific, when in doubt DoubleLine Personnel should err on the side of caution and treat the matter in question as material and bring such matter to the attention of the Chief Compliance Officer for further consideration.
3. |
Breach of Fiduciary Duty or Duty of Trust or Confidence |
Generally, except in the case of tender offers (as described in the immediately following subparagraph), the legal prohibitions on the use of material nonpublic information are dependent upon such information being obtained under a fiduciary duty or a duty of trust or confidence (or, directly or indirectly, from someone who has such a duty). Nevertheless,
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even where information is obtained outside of a fiduciary relationship or relationship of trust or confidence, the use of material nonpublic information may still trigger regulatory investigations and reputational concerns. For this reason, as a general policy, the Companies prohibit obtaining any material, nonpublic information by all Personnel, regardless of whether the information is obtained pursuant to a fiduciary duty or a duty of trust or confidence, except to the extent explicit written approval is obtained from the General Counsel, Chief Compliance Officer, or a designee of either the General Counsel or Chief Compliance Officer.
(i) |
Special Situations -- Tender Offers |
Exchange Act Rule 14e-3 specifically prohibits trading or tipping, e.g. , providing information to third parties, while in the possession of material nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either irrespective of whether the information was obtained in breach of a fiduciary duty or similar duty of trust and confidence. Personnel that become aware of nonpublic information relating to a tender offer must promptly contact the Chief Compliance Officer and otherwise comply with the requirements of Subsection D below.
C. |
Avoiding the Inadvertent Receipt and Misuse of Material Nonpublic Information |
Nonpublic information may come to the attention of DoubleLine Personnel in a variety of ways. Personnel should be aware of the most likely situations so that they can either avoid being inadvertently tainted with such information, which as discussed above may impact their ability to perform their usual functions for the Companies as well as the Companies ability to engage in business as usual, or take such actions as are described below to minimize the impact such information may have on the Companies and the affected employee.
In the event any Personnel comes into possession of, or is otherwise exposed to, nonpublic information, such individual must immediately notify the Chief Compliance Officer and must otherwise comply with the requirements of Subsection D below. Upon being informed of any such matter, the Chief Compliance Officer will make a determination of whether trading (as a firm or for personal trades or both) or other restrictions or controls should be put in place to minimize any conflicts of interest that may result or lead to any improper use or dissemination of material nonpublic information by the Companies or their employees. Personnel in possession of material nonpublic information may not discuss the information with, or provide any investment views with respect to any securities to which the information represents material nonpublic information to, anyone else within or outside the Companies except the General Counsel, the Chief Compliance Officer or other members of the Legal/Compliance Department; as otherwise expressly permitted by this Code of Ethics; or as may be expressly authorized in writing by the Chief Compliance Officer or General Counsel. See Section VI.D. below.
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ACTION REQUIRED TO BE TAKEN |
Each individual contacted for the purpose of gauging the Companies interest in a potential transaction that has not been publicly disclosed, is responsible for directing the other party to the Chief Compliance Officer and for bringing such contact to the attention of the Chief Compliance Officer.
RESPONSIBLE PARTY : The applicable individual |
1. |
Pre-Sounding |
From time to time, investment banks may contact Personnel for the purpose of gauging the Companies interest in a potential transaction that has not yet been publicly disclosed. Because of the potential for such conversations, even when conducted on a hypothetical or no names basis, to result in the disclosure of material, nonpublic information, such conversations must be coordinated through the Chief Compliance Officer and comply with any restrictions or other requirements imposed thereby.
Personnel that are contacted for such purpose must promptly interrupt the investment bank representatives and inform them that applicable policies require that such calls be coordinated through the Companies General Counsel or Chief Compliance Officer. After providing the investment banking representatives with contact information for the General Counsel or Chief Compliance Officer, the contacted Personnel should terminate the call and promptly bring the call to the attention to the General Counsel or Chief Compliance Officer.1
2. |
Involvement by the Companies in a Nonpublic Transaction |
The Advisers may bid for, or cause one of its clients to bid for, securities in a company, purchase securities in a private placement, serve on a creditors committee with respect to a bankrupt entity, or otherwise be involved in another type of transaction with an issuer through which the Advisers may be made aware of material nonpublic information. In such situations, the head of the business unit involved in such transactions is responsible for informing the Chief Compliance Officer of such involvement at or before the initiation thereof, to the extent practical, but in any event before any material nonpublic information is provided to the Advisers or any Personnel.
1 Assuming the proper protocols are followed, this provision is not intended to prevent personnel from providing an indication of interest to purchase shares of an initial public offering, whether in the context of a roadshow or as part of an underwriter gathering its book for a pending deal.
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ACTION REQUIRED TO BE TAKEN |
The head of the business unit involved in any transaction with an issuer that may result in the receipt by an Adviser of material nonpublic information is responsible for bringing such matter to the attention of the Chief Compliance Officer.
RESPONSIBLE PARTY : The applicable business unit head |
3. |
Intentional Receipt of Material Non Public Information |
If you intend to receive any material, non-public information related to a company with a class of publicly traded securities (whether domestic or foreign), you must contact the Chief Compliance Officer or the Legal/Compliance Department in advance of its receipt. The Chief Compliance Officer or the Legal/Compliance Department will work with the appropriate business unit(s) to determine whether to receive the information and whether to implement informational wall and other procedures, as appropriate.
Under certain circumstances, Personnel may seek or agree to receive material non-public information for a legitimate purpose in the context of a transaction in which an Adviser (or its affiliates), on behalf of itself or a client entity or account, is a potential participant or in the context of forming a confidential relationship. This may include receiving private information from agent banks, normally facilitated through on-line services such as, but not limited to, Intralinks, Debt Domain or SyndTrak. This information may be available to all potential purchasers of an investment opportunity represented, for example, by an investment which may not generally qualify as a security for purposes of the federal securities laws (e.g., certain bank loans). Typically, that information can be used to evaluate the investment opportunity and in making an investment decision.
Prior to receipt of such information, the Personnel must request approval from the Chief Compliance Officer or his or her designee.
Generally, if a confidentiality agreement is to be signed in the context of such transactions, members of the Legal/Compliance group should evaluate carefully whether a duty of confidentiality and/or a duty not to trade in the relevant issuers securities without prior disclosure will be created before any information is received under the confidentiality agreement. However, even in the absence of a written confidentiality agreement, a duty to disclose material non-public information before trading may be created when an oral agreement is made or an expectation exists that the confidentiality of such information will be maintained or that the information will not be used in trading. For example, if the persons providing or receiving the information have a pattern or practice of sharing confidences so that the recipient knows or reasonably should know that the provider expects the information to be kept confidential, such pattern or practice may be sufficient to form a confidential relationship.
Material non-public or deal-specific information may be given in connection with an Adviser making a direct investment in a company on behalf of a client in the form of equity or debt; it may also involve a purchase by an Adviser on behalf of a client of a debt or equity security in
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a secondary transaction or in the form of a loan participation. The information can be conveyed through a portal such as Intralinks, Debt Domain or SyndTrak, orally from a sponsor or dealer or through other electronic delivery or hard copy documentation. This type of situation typically arises in mezzanine financings, loan participations, bank debt financings, venture capital financing, purchases of distressed securities, oil and gas investments and purchases of substantial blocks of stock from insiders. Even though the investment for which the deal-specific information is being received may not be a publicly traded security, the company may have other classes of publicly traded securities, and the receipt of the information by an Adviser can affect the ability of other parts of the organization to trade in the issuers securities. For the aforementioned reasons, prior to receiving any information that may constitute material, non-public information on a company with any class of publicly traded securities (whether domestic or foreign), please contact the Legal/Compliance Department, who will help to evaluate whether the information may represent material non public information and, where necessary, implement the appropriate Information Wall and trading procedures.
4. |
Contacts with Officials or Representatives of Publicly-Held Companies |
Contacts with public companies may constitute an important part of the Companies research efforts and investment decisions may be made based on conclusions formed through these contacts, as well as through an analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, Personnel become aware of material nonpublic information. This could happen, for example, if an issuers Chief Financial Officer prematurely discloses quarterly results to an individual associated with the Companies, or an investor relations representative selectively discloses significant news to a handful of investors, including Personnel of a Company. In such situations, the Companies must make a judgment as to its further conduct. Any individual who believes he or she may receive or has received material nonpublic information about an issuer should promptly contact the Chief Compliance Officer and otherwise comply with the requirements of Subsection D below.
Whenever practicable, Personnel shall provide advance notice to the Chief Compliance Officer or his designate of any meetings Personnel will attend at which officials or representatives of a company with securities will discuss matters related to the issuer of the securities unless the meeting is open to the public or open broadly to the investment community. Upon the request of the Chief Compliance Officer or his designate, the Personnel attending such a meeting shall provide a brief summary of the substantive information provided during the meeting.
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ACTION REQUIRED TO BE TAKEN |
Any individual who believes he or she may have received nonpublic information from an issuer is responsible for promptly bringing such matter to the attention of the Chief Compliance Officer.
RESPONSIBLE PARTY : Each applicable individual |
5. |
Board Seats |
DoubleLine Personnel are sometimes asked to sit or act as Board members for an issuer of publicly held securities. As noted at Section IX A hereof, any such arrangement must be pre-approved and, in connection therewith, the Chief Compliance Officer, in accordance with Subsection E below, will make a determination of whether trading or other restrictions or controls should be put in place to minimize any conflicts of interest that may result therefrom or prevent the improper use or dissemination of material nonpublic information by the Companies or its employees and as is required to comply with any restrictions imposed by the issuer on its directors. It should be noted that such approval generally will not be granted.
In addition, Board members of public issuers may also be exposed to material nonpublic information concerning other publicly held companies that may have dealings with the company on whose board they sit. Personnel sitting on the board of a company who receive material nonpublic information concerning other publicly held companies must immediately contact the Chief Compliance Officer and otherwise comply with the requirements of Subsection D below.
6. |
Creditors Committees |
Participants on creditors committees are often exposed to nonpublic information regarding the debtor company. This exposure may affect the Companies ability to trade in securities in that company. Accordingly, Personnel should not agree to sit on any creditors committee, whether official or informal (including preliminary meetings that precede creditors committees), without first contacting the Chief Compliance Officer, who will obtain any necessary approvals and make a determination of whether trading or other restrictions or controls should be put in place to minimize any conflicts of interest that may result therefrom or any improper use of material nonpublic information by the Companies or its employees and as may otherwise be required of members of the creditor committee.
7. |
Other Situations |
(i) |
Information Originating within the Companies |
Material, non-public information may include information originating within the Companies, for example, information regarding open-end or closed-end funds advised by the Advisers, such as information on a funds portfolio holdings, net asset value, expected dividend rate, or any other information that could be considered material. DoubleLine Personnel that are
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contacted by another employee for the purpose of communicating material, nonpublic information as to which the employee was previously unaware must immediately notify the Chief Compliance Officer regardless of whether any nonpublic information is actually communicated and may be required to comply with the requirements of Subsection D below. See Exhibit VIII for information on restrictions on DoubleLine Personnel trading in shares of closed-end funds advised by the Advisers.
(ii) |
Information Originating Outside the Companies |
All Personnel who come into receipt of material nonpublic information, no matter what the source or circumstances, must immediately contact the Chief Compliance Officer and may have to comply with the requirements of Subsection D below.
(iii) |
Expert Networks |
DoubleLine Equity LP occasionally uses expert networks as part of its research efforts. A more detailed procedure regarding the use of expert networks is contained within the Advisers Compliance Manual.
ACTION REQUIRED TO BE TAKEN |
Any individual who believes he or she may have received material nonpublic information or who has been contacted by another employee for the purpose of communicating material nonpublic information of which the individual was previously generally unaware, must promptly bring such matter to the attention of the Chief Compliance Officer.
RESPONSIBLE PARTY : Each applicable individual |
D. |
Required Steps to Take If You Have Been Exposed to Material Nonpublic Information |
Personnel who believe they have been exposed to or may possess material nonpublic information should cease any further actions in any way related to such information or any issuer to which it relates and immediately take the following steps:
| contact the Chief Compliance Officer or Legal/Compliance Personnel; |
| refrain from discussing the information with, or providing any investment views with respect to any securities to which the information relates to, anyone else within or outside the Companies |
|
Except you may disclose the information to the General Counsel, the Chief Compliance Officer or other members of the Legal/Compliance Department in accordance with your obligations under this Code of Ethics and you may disclose the information and/or provide your investment view with respect to the relevant securities as expressly permitted by this Code of Ethics or as may be expressly |
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authorized in writing by the Chief Compliance Officer or General Counsel refrain from transactions involving the subject securities or related securities (whether for a personal account or an account of a client) or otherwise attempting to take advantage of the information whether for ones own benefit, that of the Companies, a client or any other person; and |
| comply with any restrictions or controls that are put in place by the Companies in response to such exposure or possession. |
Personnel who are authorized to possess material nonpublic information in accordance with this Code of Ethics shall take all appropriate measures to prevent the unauthorized dissemination of that information, including:
| reviewing such information in a private office; and |
| Avoiding the storage of such information on any network drives to which others (other than the Chief Compliance Officer, Legal, IT or Compliance Personnel and anyone else cleared to view the exact same information) have permission to access. |
E. |
Responsibilities of the Chief Compliance Officer |
1. |
Upon Receipt of Notification of Possible Receipt of Material, Nonpublic Information/Imposition of Information Barriers |
Upon the receipt of any notification with respect to the receipt by Personnel of possible material, nonpublic information, the Chief Compliance Officer, in conjunction with legal counsel if deemed necessary, shall be responsible for making a determination of whether the information is material and nonpublic and, if so, whether any actions or precautions should be taken, including restricting the Companies activities in any way or placing an Information Wall around the individual involved in such matter together with any other relevant individuals from the public portions of the Companies.
(i) |
Restrictions on Communication and Information Barriers |
Individuals subject to information barriers are prohibited from discussing the information that gave rise to the information barrier except:
|
among other individuals who are part of the same walled off group; |
|
with the Companies legal counsel, Chief Compliance Officer or such other persons as the Chief Compliance Officer shall specifically direct. |
Individuals subject to information barriers should use care to maintain the information that gave rise to the information barrier in confidence and shall:
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|
take reasonable steps, including such steps as are set forth at Subsection D of Section V hereof, to safeguard the protected information; |
|
not discuss such matter with anyone except as specifically provided above; and |
|
in accordance with Subsection B of Section V hereof, bring to the attention of the Chief Compliance Officer any attempt by Personnel to solicit or obtain such information unless they have a legitimate business need or reason. |
(ii) |
Documentation |
The Chief Compliance Officer shall also be responsible for documenting any notice received, any review undertaken, and any action taken.
ACTION REQUIRED TO BE TAKEN |
The Chief Compliance Officer is responsible for determining whether any matter reported is material and nonpublic and, if so, the Companies response thereto.
RESPONSIBLE PARTY : The Chief Compliance Officer |
DOCUMENT RETENTION REQUIREMENT |
Document: Notice of any receipt of material nonpublic information by any individual and the Companies response thereto.
Responsible Party: The Chief Compliance Officer
Maintenance Period: A minimum of five years , such document to be retained for the first two years in an appropriate office of the Companies and, thereafter, in an easily accessible place.
Regulatory Reference: Best Practices |
2. |
Pre-Sounding |
The Chief Compliance Officer shall be responsible for managing the Companies participation in any response thereto. (See also the discussion at Section VI. C. 1.)
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ACTION REQUIRED TO BE TAKEN |
The Chief Compliance Officer is responsible for managing the Companies response to any pre-sounding request.
RESPONSIBLE PARTY : The Chief Compliance Officer |
DOCUMENT RETENTION REQUIREMENT |
Document: Documentation of any response to a pre-sounding request.
Responsible Party: The Chief Compliance Officer
Maintenance Period: A minimum of five years , such documentation to be retained for the first two years in an appropriate office of the Companies and, thereafter, in an easily accessible place.
Regulatory Reference: Best Practices |
3. |
Maintenance of Restricted and Watch List |
The Chief Compliance Officer is responsible for maintaining the Companies Restricted and Watch Lists. The Chief Compliance Officer may designate others to assist with the maintenance of these lists.
The Restricted List generally may be disclosed to DoubleLine Personnel and consists of a list of issuers , e.g ., companies, in which Personnel are prohibited from trading, absent an exemption from such restriction.
The Watch List generally is not disclosed to Personnel and consists of a list of issuers as to which a limited or select group of Personnel may be in possession of material nonpublic material information or other sensitive information. However, the Chief Compliance Office may share the Watch List with certain Personnel as necessary to further the purposes of this Code of Ethics or for other purposes the Chief Compliance Officer deems necessary or appropriate.
The Restricted and Watch Lists are maintained separately. The Restricted List is typically stored on network drives accessible to all Access Persons, while the Watch List shall not be stored on network drives accessible by Access Person except as the Chief Compliance Officer may deem necessary to further the purposes of this Code of Ethics or for other purposes the Chief Compliance Officer deems necessary or appropriate.
The Companies also maintain a list of bank loan borrowers which are not currently issuers of public securities and in respect of which Personnel have accessed private information on services such as, but not limited to, Intralinks, Debt Domain or SyndTrak.
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As a general matter, the Chief Compliance Officer shall be responsible for the determination to add or remove an issuer from any of the Restricted List, the Watch List or the list of bank loan borrowers.
In considering whether an issuer should be added or removed from the Restricted or Watch List, the following presumptions shall apply:
|
Issuers that are the subject of an Information Wall or similar controls should be placed on the Companies Watch List. |
|
Issuers as to which Personnel are in possession of material nonpublic information should be placed on the Companies Watch List, provided that if such information is not restricted to a limited number of Walled Off individuals, the issuer should be placed on the Companies Restricted List. |
|
Issuers for whom Personnel serve as directors or members of official creditors committee should generally be placed on the Restricted List or, if information walls or other appropriate measures are taken, on the Watch List. |
ACTION REQUIRED TO BE TAKEN |
The Chief Compliance Officer is responsible for maintaining the Companies Watch and Restricted Lists.
RESPONSIBLE PARTY : The Chief Compliance Officer |
DOCUMENT RETENTION REQUIREMENT |
Document: Documentation of any consideration to add an issuer to the Companies Watch or Restricted Lists.
Responsible Party: The Chief Compliance Officer
Maintenance Period: A minimum of five years , such documentation to be retained for the first two years in an appropriate office of the Companies and, thereafter, in an easily accessible place.
Regulatory Reference: Best Practices |
F. |
Reporting of Insider Trading Activity |
All DoubleLine Personnel are required to promptly report to the Chief Compliance Officer any activity related to a client or client related account or employee or employee related account that appears to be based upon material nonpublic information. Upon receipt of such
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notice, the Chief Compliance Officer shall be responsible for conducting such review with respect thereto as the Chief Compliance Officer believes appropriate and, in conjunction with the Companies senior management, for determining whether the Companies should take any action in response thereto, including reporting such matter to any official, as may be required or appropriate and for documenting such notice, review and determination. The Chief Compliance Officer may deem it appropriate, but is not required, to engage outside counsel to conduct an investigation into or assist with a review of such matters.
ACTION REQUIRED TO BE TAKEN |
Any individual who is aware of any activity related to a client or client related account or employee or employee related account that appears to be based upon material nonpublic information, shall promptly report it to the Chief Compliance Officer.
RESPONSIBLE PARTY : Each applicable individual |
ACTION REQUIRED TO BE TAKEN |
The Chief Compliance Officer is responsible for conducting a review upon receipt of a report of possible insider trading and for determining, in conjunction with the Companies senior management, whether the Companies should take any action in response thereto.
RESPONSIBLE PARTY : The Chief Compliance Officer |
DOCUMENT RETENTION REQUIREMENT |
Document: Documentation of the review and investigation of purported insider trading activity and the Advisers response thereto
Responsible Party: The Chief Compliance Officer
Maintenance Period: A minimum of five years from the end of the fiscal year in which the applicable individual ceases to be a supervised person of the Companies, such document to be retained for the first two years in an appropriate office of the Companies and, thereafter, in an easily accessible place.
Regulatory Reference: Best Practice |
G. |
Reviews for Insider Trading Activity |
The Compliance Department may review employee activities for insider trading related activities (to include personal or client trading, as well as management of material non-public information), including (i) monitoring or reviewing of email communications or other
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interactions between Personnel and representatives of issuers of securities and (ii) monitoring of meeting calendars of Personnel for meetings with officers or representatives of issuers of securities. Employees shall cooperate with the Compliance Departments review of such activities.
H. |
Annual Attestation |
Personnel will be required to attest annually to their compliance with the foregoing policies on insider-trading. See the form at Exhibit XI C .
References: |
Advisers Act Section 204A: Prevention of Misuse of Nonpublic Information |
|
Advisers Act Section 206: Prohibited Transactions by Investment Advisers |
||
Exchange Act, Section 9: Manipulation of Security Prices |
||
Exchange Act, Section 10: Manipulative and Deceptive Devices |
||
Exchange Act Rule 10b5-1: Trading on the Basis of Material Nonpublic Information in Insider Trading Cases |
||
Exchange Act Rule 14e-3: Transactions in Securities on the Basis of Material, Nonpublic Information in the Context of Tender Offers |
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VII. REPORTING OF ACCOUNTS AND TRANSACTIONS INVOLVING
SECURITIES AND OTHER FINANCIAL PRODUCTS
A. |
General Statement of Companies Policy With Respect to Account and Notification |
All DoubleLine Personnel, other than Disinterested Directors, are required to notify the Companies promptly, in the manner provided below, upon opening any outside account for a Covered Person or Immediate Family Member , each as hereinafter defined, for the purchase, holding or disposition of any financial product, e.g. , a security, future, commodity, or any derivative thereon, provided that no notice shall be required with respect to an account of an Immediate Family Member to the extent the individual has no direct or indirect influence or control over such account and that Personnel shall be required to certify in writing that they have no direct or indirect influence or control over such account.
The term Covered Person shall mean any account that is beneficially owned by (i) an individual who is subject to these procedures; (ii) such individuals spouse or domestic partner; (iii) such individuals child or a child of the individuals spouse or domestic partner, provided, in each case, the child resides in the same household with, or is financially dependent upon, the individual; and (iv) any account as to which the individual has discretionary authority or direct influence or control, including any account for which an individual acts as trustee, executor or custodian, but excluding any account for an Advisers client to the extent the discretion is exercised on behalf of the Adviser.
The term Immediate Family Member shall mean, any grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in law, brother-in law, or sister-in-law, but only to the extent such family member shares a household with the individual.
Personnel who are new to the Companies, or whose employment predates the date this Code was first put into effect, must, promptly notify the Companies of all existing accounts that would otherwise fall within the foregoing notification requirement.
All DoubleLine Personnel are also required to notify the Companies promptly upon any change in the account set up information, e.g. , a change to the name of the account or the account number, or the closing of such account.
1. |
Account and Initial Holdings Notification |
All account and initial holding notifications, including account openings, changes to an account and account closings, must be made in a dated writing to the Chief Compliance Officer, and in the case of accounts, shall include the name of the broker, dealer, bank or other party with whom the account was established. Such notification should be provided using a copy of the form (or its substantial equivalent) attached hereto as Exhibit VII A1 . All initial holding notifications shall be submitted within ten (10) days of a person being designated as an Access Person and being subjected to the requirements of the Code. Information submitted in initial holdings reports must be current as of a date no more than forty five (45) days prior to the date the person becomes an Access Person. Information
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submitted in annual holdings reports must be current as of a date no more than forty five (45) days prior to the date submitted.
At the time any such notification is made, the brokerage or other firm that is to carry the account must also be notified of the need to provide copies of account statements and confirmations to the Companies. Such notification should be provided by completing and mailing a copy of the form letter attached hereto as Exhibit VII A2 .
2. |
Right of Companies to Limit Where Accounts May be Carried |
Notwithstanding anything herein, the Companies reserve the right to limit the particular firms at which personal securities accounts may be opened and carried, provided that the Chief Compliance Officer may grant exceptions to such policy in the case of hardship or for other good cause.
ACTION REQUIRED TO BE TAKEN |
All DoubleLine Personnel are responsible for providing the Companies with prompt notification with respect to all financial accounts related to holdings of securities, futures, commodities, or any derivative.
RESPONSIBLE PARTY : All Personnel |
DOCUMENT RETENTION REQUIREMENT |
Document: Documentation related to account and initial position notification
Responsible Party: The Chief Compliance Officer
Maintenance Period: A minimum of five years after the end of the fiscal year in which the account was approved, such document to be retained for the first two years in an appropriate office of the Adviser and, thereafter, in an easily accessible place.
Regulatory Reference: Advisers Act Rule 204-2(a)(13)(1) and (e) and Investment Company Act Rule 17j-1(f) |
3. |
Disclosure and Furnishing of Quarterly Transaction Reports Regarding Financial Products |
No later than thirty days after the end of each calendar quarter, all Personnel, other than Disinterested Directors, must provide the Chief Compliance Officer with the following information with respect to all transactions during such quarter involving a security or financial product, other than Excluded Transaction , as defined below, in which they have any direct or indirect beneficial interest:
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|
The date of the transaction, the type of product and, as applicable, the exchange ticker symbol or CUSIP, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each security or financial product involved; |
|
The price of the security or financial product at which the transaction was effected; |
|
The name of the broker, dealer, bank or other party with or through which the transaction was effected; and |
|
The date that the report is submitted. |
(i) |
Excluded Transactions |
For purposes hereof, the term Excluded Transaction means any of the following:
|
A transaction involving an Excluded Product or a Non-Volitional Transaction |
|
A transaction as to which all of the information required to be reported is contained in a broker trade confirmation or account statement that has been previously provided to the Companies; |
|
A transaction pursuant to an Automatic Investment Plan , which, in accordance with Investment Company Act Rule 17j-1(a)(11), means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation and which includes a dividend reinvestment plan. |
ACTION REQUIRED TO BE TAKEN |
All DoubleLine Personnel are responsible for providing the Companies with timely quarterly transaction reports.
RESPONSIBLE PARTY : All Personnel |
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DOCUMENT RETENTION REQUIREMENT |
Document: Quarterly transaction reports
Responsible Party: The Chief Compliance Officer
Maintenance Period: A minimum of five years after the end of the fiscal year in which the account was approved, such document to be retained for the first two years in an appropriate office of the Companies and, thereafter, in an easily accessible place.
Regulatory Reference: Advisers Act Rule 204-2(a)(13)(1) and (e) and Investment Company Act Rule 17j-1(f) |
4. |
Annual Holdings Reports |
As required by Rule 204A-1 under the Advisers Act, and Rule 17j-1 under the Investment Company Act, not later than 45 days after January 1 st , all Personnel, other than Disinterested Directors, are required to report in a dated writing to the Chief Compliance Officer the following information, which must be current as of January 1st:
|
The title, number of shares and principal amount of each security or financial product, other than an Excluded Product, in which the individual has any direct or indirect beneficial ownership; |
|
The name of any broker, dealer, bank or other party through whom an account is held for the direct or indirect benefit of the individual. |
|
The timing of the submission of these reports is designed to coincide with a quarterly transaction report to alleviate confusion about the submission of reports. |
ACTION REQUIRED TO BE TAKEN |
All DoubleLine Personnel are responsible for providing the Companies with timely annual holdings reports using the form (or a substantially equivalent version) found at Exhibit VII A1 .
RESPONSIBLE PARTY : All Personnel |
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DOCUMENT RETENTION REQUIREMENT |
Document: Annual holdings reports
Responsible Party: The Chief Compliance Officer
Maintenance Period: A minimum of five years after the end of the fiscal year in which the account was approved, such document to be retained for the first two years in an appropriate office of the Companies and, thereafter, in an easily accessible place.
Regulatory Reference: Advisers Act Rule 204-2(a)(13)(1) and (e) and Investment Company Act Rule 17j-1(f) |
5. |
Reporting Requirements Applicable to Disinterested Trustees |
While Disinterested Trustees are not subject to the foregoing reporting requirements they are required to report any transaction, other than a Non-Reportable Transaction (as hereinafter defined), involving a security, other than one that is an Excluded Product, undertaken by the Disinterested Trustee or any Covered Person or any Immediate Family Member, if the Disinterested Trustee knew or, in the ordinary course of fulfilling his or her official duties as a Trustee of the Fund, should have known that, during a 15-day period immediately preceding or after the date of the transaction, (i) the Fund purchased or sold such security, or (ii) the Fund or an adviser to the Fund was considering the purchase or sale of such security (such transaction a Covered Transaction ).
(i) |
Reporting Requirements |
Any Disinterested Trustee that is required to report a Covered Transaction shall, no later than 30 days after the end of the calendar quarter in which such transaction occurred, file such report containing such information with respect to such transaction and any account in which the transacted securities were held with the person responsible for the Control Function.
(ii) |
Definition of Non-Reportable Transaction |
For purposes hereof, the term Non-Reportable Transaction means any transaction taken as part of an Automatic Investment Plan or a Non-Volitional Transaction.
ACTION REQUIRED TO BE TAKEN |
Each Disinterested Trustee is responsible for providing the applicable Adviser with timely quarterly transaction reports, as or if applicable.
RESPONSIBLE PARTY : Each Disinterested Trustee |
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DOCUMENT RETENTION REQUIREMENT |
Document: Quarterly transactions reports for Disinterested Directors
Responsible Party: The Chief Compliance Officer
Maintenance Period: A minimum of five years after the end of the fiscal year in which the account was approved, such document to be retained for the first two years in an appropriate office of the Companies and, thereafter, in an easily accessible place.
Regulatory Reference: Advisers Act Rule 204-2(a)(13)(1) and (e) and Investment Company Act Rule 17j-1(f) |
6. |
Other Reports or Information |
Notwithstanding the foregoing, all Personnel may be required to provide such additional information regarding any holdings of, or transactions in, financial products at such times and in such manner as the individual responsible for the Control Function may request.
7. |
Excluded Products |
For purposes hereof, the term Excluded Products means the following:
|
Direct obligations of the government of the United States (Note: this does not include obligations of any state, including obligations of any municipality or state agency). |
|
Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements. |
|
Shares issued by money market funds. |
|
Shares in open-end investment companies (Note: this does not include open-end investment companies that are advised or sub-advised by an Adviser or any affiliate). |
|
Shares issued by unit investment trusts that are invested exclusively in one or more mutual funds not advised by an Adviser or any affiliate. |
|
Nonfinancial commodities ( e.g ., pork belly contracts). |
|
Investments in 529 plans not managed, distributed, marketed or underwritten by an Adviser or any of its affiliates. 2 |
8. |
Non-Volitional Transaction |
2 See SEC no-action letter, WilmerHale, July 28, 2010.
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For purposes hereof, the term Non-Volitional Transaction means any transaction effected for any account over which the applicable Personnel had no direct or indirect influence or control, including transactions such as demutualization, stock splits, stock from mergers or spin-offs, automatic tender offers or stock dividends.
B. |
Review of Account Statements and Holding Report Notifications |
On a monthly basis, compliance shall review any account statement and any Holding Report Notification form submitted by Personnel. Personnel shall arrange for duplicates of account statements and confirmations by using Exhibit VII A2 (or its substantial equivalent). Should an Access Person be designated to review account statements and holding reports, an independent Access Person (independent of and senior to the reviewing Access Person) shall review the primary reviewers account statements and holding reports.
ACTION REQUIRED TO BE TAKEN |
The Chief Compliance Officer is responsible for the completion of any required review.
RESPONSIBLE PARTY : The Chief Compliance Officer. |
DOCUMENT RETENTION REQUIREMENT |
Document: Documentation relating to the review of employee trading
Responsible Party: The Chief Compliance Officer
Maintenance Period: A minimum of five years after the end of the fiscal year in which the matter reported related, such document to be retained for the first two years in an appropriate office of the Companies and, thereafter, in an easily accessible place.
Regulatory Reference: Best practices and Investment Company Act Rule 17j-1(f)(1)(C) |
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References: |
Advisers Act Rule 204A-1(a) (3): Investment Adviser Codes of Ethics (review of securities transactions and holdings) |
|
Advisers Act Rule 204A-1(b): Investment Adviser Codes of Ethics (reporting requirements) |
||
Advisers Act Rule 204-2(a)(13)(1): Books and Records to be Maintained by Investment Advisers (record of report with respect to securities transactions) |
||
Advisers Act Rule 204-2(e): Books and Records to be Maintained by Investment Advisers (holding period for certain records) |
||
Investment Company Act Rule 17j-1(d): Personal Investment Activities of Investment Company Personnel (Reporting Requirements of Access Persons) |
||
Investment Company Act Rule 17j-1(e): Personal Investment Activities of Investment Company Personnel (Preapproval of Investments in IPOs and Limited Offerings) |
||
Investment Company Act Rule 17j-1(f): Personal Investment Activities of Investment Company Personnel (Recordkeeping Requirements)
|
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VIII. INVESTMENT ACTIVITIES
A. |
Overview |
The Companies impose a number of restrictions on trading and investment activities by DoubleLine Personnel, other than Disinterested Trustees. These restrictions are designed to assist the Companies in complying with applicable legal and regulatory requirements; to help avoid conflicts of interest, including apparent conflicts; and, ultimately, to protect the Companies reputation.
B. |
Provisions of General Applicability |
1. |
Prohibition on Doing Indirectly What Cannot Be Done Directly |
DoubleLine Personnel are expected to comply with both the letter and the spirit of the restrictions and prohibitions set forth in this Code. Accordingly, to the extent any transaction would put an individual in an economic position that would be substantially equivalent to a prohibited or restricted transaction, such transaction is similarly prohibited or restricted. By way of illustration, where a long position in an underlying equity would be prohibited, it would be prohibited for an individual to establish a derivative or synthetic position that achieves similar economics.
2. |
When in Doubt |
When in doubt as to the applicability of these restrictions and prohibitions to any transaction, Personnel should either refrain from entering into the transaction or discuss the matter with their supervisor or a member of Compliance or Legal.
3. |
Breaking Trades |
As all or part of a sanction imposed, the Companies may require that Personnel break or unwind any transaction entered into by any Personnel in violation of these provisions. In such case, the Companies shall not have any obligation to reimburse the individual for any loss suffered as a result thereof and any realized profits shall be disgorged and provided to a charitable organization chosen by the Companies.
4. |
Hardship |
The Chief Compliance Officer may grant exceptions to certain restrictions or prohibitions set forth herein in the case of hardship or for other good cause, provided that any such exemption shall be documented and otherwise in compliance with any applicable legal requirements.
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DOCUMENT RETENTION REQUIREMENT |
Document: Documents related to any decision to approve a hardship or other exception
Responsible Party: The Chief Compliance Officer, as applicable
Maintenance Period: A minimum of five years after the end of the fiscal year in which the approval was given or denied.
Regulatory Reference: Best practices and Advisers Act Rule 204-2(a)(13)(iii) and 204A-1(c) |
C. |
Prohibitions and Pre-Approval Requirements of General Applicability |
1. |
Prohibited Transactions |
Nonpublic Information . All DoubleLine Personnel are strictly prohibited from trading or participating in any investment activity, including without limitation the making of any recommendation, whether on their own behalf or on behalf of a shareholder or client of the Companies or other third party, on the basis of material nonpublic information or nonpublic client information, including client securities information.
Manipulative Conduct . Personnel are strictly prohibited from engaging in any trading or investment activity that constitutes manipulative conduct. This would includes trades that do not have a bona fide purpose, e.g ., that are done to influence market price or convey a false appearance of price movement or volume.
Fraud . Personnel are strictly prohibited from participating in any investment activity that is known to any such individual to involve fraudulent activities such as forgery, non-disclosure or misstatement of material facts or the taking of any action that is meant to conceal or misrepresent the actual facts of a matter. This would include, for example, knowingly backdating a document or recording a trade as occurring at an incorrect time.
Restricted List . Absent an exception specifically granted by the Chief Compliance Officer, Personnel are prohibited from trading or participating in any investment activity in any security on the Companies Restricted List.
Uncovered Short Trade . Personnel are prohibited from entering into an uncovered short trade.
Uncovered Option . Personnel are prohibited from writing an uncovered option.
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2. |
Transactions Requiring Pre-Approval |
All DoubleLine Personnel are prohibited from engaging in any Restricted Transaction (as defined below) without first obtaining prior approval by the Companies Chief Executive Officer or President and Chief Compliance Officer (collectively, the Approving Officers). In considering any such trade, Personnel should understand that the Approving Officers will be under no obligation to respond to any request for approval within any stated time and once any such matter is considered may withhold approval for any reason or for no reason at all and, in any event, may withhold approval where it is determined that any such transaction may be legally uncertain, may give the appearance of a conflict of interest, or may expose the Companies to reputational risk, risk of regulatory inquiry or other harm, no matter how remote . Pre-approval shall be obtained using the form provided as Exhibit VII C (or its equivalent as determined in the sole judgment of the Chief Compliance Officer).
For purposes hereof, a Restricted Transaction shall mean:
|
acquiring ownership, directly or indirectly, in any security issued in an initial public offering or a limited offering or private placement (each as defined below), including any interest in a hedge fund |
|
transfers of interest in private placements sponsored by the Companies, other than transfers for estate planning purposes or that are court-mandated |
|
transactions involving Prohibited Securities (as defined in Exhibit VIII). |
Requests for approval must be submitted directly to the Chief Compliance Officer. When considering approval of any request, the Approving Officers will take into consideration whether the investment opportunity is one that should have been reserved for an Advisers clients and whether the opportunity is being offered by virtue of the individuals position with an Adviser.
(i) |
Initial Public Offering Defined |
For purposes of the foregoing, the term initial public offering shall mean an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration was not subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934.
(ii) |
Limited Offering and Private Placement Defined |
For purposes of the foregoing, the terms limited offering or private placement shall each mean an offering of securities that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2), which provides an exemption for transactions by an issuer not involving any public offering, or Section 4(6), which involve offers or sales by an issuer solely to one or more accredited investors, or pursuant to Rule 504, Rule 505, or Rule 506 of Regulation D, which allow offerings for a limited dollar amount and/or to a limited number of investors.
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(iii) |
Closed End Fund Transactions |
Transactions involving any closed end fund managed by DoubleLine must be pre-approved without exception. All requests for pre-approval must be submitted using the form provided as Appendix 2 to Exhibit VIII to this Code. The Code of Ethics Committee may discuss such requests and reach agreement as to whether that transaction can be approved in light of the circumstances.
ACTION REQUIRED TO BE TAKEN |
All DoubleLine Personnel are responsible for obtaining pre-approval of all Restricted Transactions.
RESPONSIBLE PARTY : All Personnel. |
DOCUMENT RETENTION REQUIREMENT |
Document: Documents related to any decision of a request to approve a Restricted Transaction including the reason supporting any approval
Responsible Party: The Chief Compliance Officer
Maintenance Period: A minimum of five years after the end of the fiscal year in which the approval was given or denied.
Regulatory Reference: Advisers Act Rule 204-2(a)(13)(iii) and Investment Company Act Rule 17j-1(e) |
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References: |
Advisers Act Section 204A: Prevention of Misuse of Nonpublic Information |
|
Advisers Act Section 206: Prohibited Transactions by Investment Advisers |
||
Advisers Act Rule 204A-1(c): Investment Adviser Codes of Ethics (pre-approval of certain investments) |
||
Advisers Act Rule 204-2(a)(13)(iii): Books and Records to be Maintained by Investment Advisers (record of decision regarding certain securities acquisitions) |
||
Investment Company Act Rule 17j-1(e): Personal Investment Activities of Investment Company Personnel (Pre-Approval of Investments in IPOs and Limited Offerings)
|
3. |
Transactions Requiring Pre-approval |
Except as expressly stated below, DoubleLine Personnel must obtain pre-approval for any investment transaction in an account for which notification is required to be given pursuant to Section VII A hereof or as to which a Holdings Report Notification form would be required pursuant to Section VII B hereof.
Pre-approval requests must be made directly to the Chief Compliance Officer or to such persons as the Chief Compliance Officer shall otherwise direct. Individuals that make a pre-approval request may be required to supply certain key information and to make certain certifications, such as that they have no knowledge that the financial product is under active consideration for purchase or sale by the Companies for their shareholders and/or clients. Pre-approval shall be obtained using the form provided as Exhibit VII C (or its equivalent in the judgment of the CCO).
Any transaction as to which pre-approval has been obtained must be completed within the two business days following the day pre-approval is obtained. Transactions, or portions thereof, not completed within these times constraints must be immediately canceled and, thereafter, may only be completed following the obtaining of a new pre-approval. The CCO may waive the two day requirement in the CCOs sole judgment.
Limit orders, once approved, are not subject to further pre-approval, unless the limit or other factors is changed.
NOTE: Post-approval is not permitted. Any trade completed before pre-approval is obtained or after the approval window has terminated may be broken or unwound as provided at Section VIII. B. 4 and may result in disciplinary action.
(i) |
Pre-approval is not required for the following types of transactions: |
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|
Purchase or sales involving an Excluded Product; |
|
Purchase or sales pursuant to an Automated Investment Plan; |
|
Assignment of options or exercise of an option at expiration; |
|
Pre-established, automated, regular and periodic (e.g., monthly, quarterly) investments in the DoubleLine Funds through the Companies 401(k) plan via automatic payroll contributions of less than or equal to whatever the maximum contribution to a 401(k) plan happens to be in a given calendar year as established and published by the Internal Revenue Service. |
|
Pre-established, automated, regular and periodic (e.g., monthly, quarterly) re-balancing transactions in the DoubleLine Funds through the Companies 401(k) plan. |
|
Purchase or sales of shares issued by unit investment trusts that are invested exclusively in one or more mutual funds not advised by an Adviser or any affiliate. |
There is no de minimis exception under the Code. All transactions not otherwise excepted in this paragraph require pre-approval by the Chief Compliance Officer or designate.
D. |
Additional Restrictions Applicable to Access Persons |
1. |
Transactions with a Heightened Approval Requirement |
To avoid potential conflict situations and the appearance of a conflict, Access Persons shall not enter into any transactions that could reasonably be characterized as a contrary transaction or a trading ahead transaction, each as described below, unless the particular transaction has been pre-approved by Approving Officers. The applicable Approving Officers shall only approve such a transaction where they (i) have documented their awareness of such facts as would allow the specific transaction to be characterized as a contrary transaction or a trading ahead transaction and (ii) have a reasonable belief that the transaction will not adversely impact the clients position or strategy. In making such determination, the Approving Officers shall consider such factors, such as the size of the transaction or the liquidity of the market for such product, as they reasonably believe are relevant to such determination.
Contrary Transaction . A contrary transaction is one that that reflects a view that is contrary to:
|
any currently contemplated, but unexecuted, shareholder or client transaction or current recommendation made to a shareholder or client or other transaction under active consideration, but only to the extent the individual is aware of such contemplated transaction or recommendation; |
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|
any trade made on behalf of a shareholder or client by such individual or by the Companies during the previous fifteen (15) days, but only to the extent the individual is aware of such trade; and |
|
any current position known by the individual to be held by a shareholder or client as a result of either or both of the Companies recommendation or decision. |
For purposes of the foregoing, any strategy or research shall be considered to be a recommendation that has been made to a shareholder or client to the extent it has been made known to the applicable shareholder or client, is being prepared for the benefit of such shareholder or client, or is being used in connection with the exercise by the Companies of trading discretion on behalf of such shareholder or client.
Trading Ahead Transaction A trading ahead transaction is one that seeks to take advantage of market movements that are likely to result from an impending trade, e.g. , an increase in price as a result of the purchase of a large position, or the execution of contemplated strategy or research.
ACTION REQUIRED TO BE TAKEN |
Each Access Person is responsible for any pre-approval obtained with respect to a contrary transaction or trading ahead transaction to reflect awareness of such facts as requires the specific transaction to be so characterized.
RESPONSIBLE PARTY : All Access Persons |
2. |
Round Trip Transactions within 60 Day Window |
Access Persons shall forfeit any profit from the purchase and sale, or sale and purchase, of the same (or equivalent) securities, other than Excluded Products, within any sixty (60) day period. Such profits will be calculated by matching most recent purchases against a given sale or most recent sales against a given purchase.
For the sake of clarity, this provision does not prevent an Access Person from transacting within the sixty-day period to limit losses. However, if any such trades are effected without pre-approval (including trades that otherwise would not require pre-approval under the de minimis provisions of this Code), should such trades prove to be profitable, the profit shall be disgorged under the provisions of this Code. Other limitations under this Code on such a transaction may apply.
Note: This prohibition effectively limits the utility of options trading and short sales of securities and could make legitimate hedging activities less available.
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References: |
Advisers Act Section 204A: Prevention of Misuse of Nonpublic Information |
|
Advisers Act Section 206: Prohibited Transactions by Investment Advisers |
||
Advisers Act Rule 204-2(a)(13(ii): Books and Records to be Maintained by Investment Advisers (list of Access Persons)
|
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IX. OUTSIDE BUSINESS ACTIVITIES
A. |
General Policy |
It is the policy of the Companies to require all DoubleLine Personnel to obtain written pre-approval from the Approving Officers before accepting any outside employment or compensation, e.g .., other than with the Companies, the General Partner or any affiliate thereof. This includes engaging in any business activity other than a passive investment and would include being an officer, director, limited or general partner, member of a limited liability company, employee or consultant.
DoubleLine Personnel that are registered representatives of a broker dealer also must request written pre-approval from that broker dealer before accepting any outside employment or compensation, or outside directorship.
1. |
Non-Profit Entities |
The foregoing requirement does not apply to service by Personnel, other than investment advisory services, on an uncompensated basis for non-profit entities. Service as an officer or director of a non-profit entity is subject to the requirements in the paragraph below.
2. |
Directorships and Officer Positions |
Approval of any Personnel to serve on the board of directors/trustees or in an officer position of any issuer entity will only be granted based upon a determination that such service will not create an actual or potential conflict with the interest of the Companies shareholders or clients. Where such service is authorized, the Chief Compliance Officer shall make a determination of whether trading or other restrictions or controls should be put in place to minimize any conflicts of interest that may result therefrom or any improper use of material nonpublic information by the Companies or their employees and as is required to comply with any restriction imposed by the issuer on its directors/trustees/officers. (See also Section VI C 5 above.)
Where the board or officer service is within the scope of the individuals employment by the Companies, whether because the Companies, for example, (i) are affiliated with the Adviser(s) (as is the case with the Funds), (ii) hold a position in the entity or (iii) an Advisers clients hold a position in the entity, all compensation awarded to directors, in the form of cash or securities, shall be for the benefit of an Advisers clients holding such interest, and, if none, for the Companies benefit and accordingly individuals serving in such capacity shall disgorge all compensation received.
Board and officer positions for charitable organizations or non-profit companies will be considered on a case by case basis. Approval will be granted only if no conflict of interest exists between the Board or officer position under consideration and the requestors duties at the Companies or between or among the Companies and its clients and the charitable organization or non-profit company.
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3. |
Fiduciary Appointments |
DoubleLine Personnel may not accept appointment as (i) a fiduciary, including as an executor, trustee, guardian, or conservator, or (ii) a consultant in connection with fiduciary or active money management matters, without the written pre-approval from the Approving Officers. The foregoing prohibition does not apply to appointments involving estates of family members.
4. |
Documentation |
The Chief Compliance Officer is responsible for documenting all approvals given, the terms thereof, and the notice given with respect thereto.
ACTION REQUIRED TO BE TAKEN |
All DoubleLine Personnel are responsible for obtaining written pre-approval of all outside business activities from the Approving Officers .
RESPONSIBLE PARTY : All Personnel |
DOCUMENT RETENTION REQUIREMENT |
Document: Documents related to the approval of outside business activities
Responsible Party: The Chief Compliance Officer
Maintenance Period: During such time as the employee is engaged in any approved activity and for a minimum of five years thereafter.
Regulatory Reference: Best Practice |
B. |
Receipt of Payment of Third Party Compensation |
Except with the written pre-approval of the Chief Compliance Officer, Personnel are not allowed to accept compensation for their own benefit from, or pay to, a third party regardless of whether the compensation is in the form of cash or non-cash compensation. All commission and other payments must be paid to, or by, the Companies and cannot be paid directly to, or by, an employee.
1. |
Documentation |
The Chief Compliance Officer is responsible for documenting all approvals given, the terms thereof, and the notice given with respect thereto.
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ACTION REQUIRED TO BE TAKEN |
All DoubleLine Personnel are responsible for obtaining written pre-approval from the Chief Compliance Officer before accepting or paying any compensation directly to a third party.
RESPONSIBLE PARTY : All Personnel |
DOCUMENT RETENTION REQUIREMENT |
Document: Documents related to the approval of the receipt or payment of third party compensation
Responsible Party: The Chief Compliance Officer
Maintenance Period: During such time as the employee is engaged in any approved activity and for a minimum of five years thereafter.
Regulatory Reference: Best Practice |
C. |
Annual Attestation |
Personnel will be required to attest annually to their continued compliance with the foregoing requirements. (See Exhibit XI C .)
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X. GIFTS AND GRATUITIES AND POLITICAL ACTIVITIES
Giving, receiving or soliciting a gift in a business setting, sponsoring lavish client entertainment or soliciting or making political contributions may create an appearance of impropriety or may raise a potential conflict of interest. In order to minimize these concerns, the Companies have adopted the following limitations on soliciting, receiving or giving gifts or soliciting or making political contributions.
A. |
Gifts and Gratuities |
1. |
Solicitations of Gifts |
Except as otherwise provided at Subsection B below, Personnel are prohibited from soliciting, directly or indirectly, any item of value (a Gift ), e.g ., gifts, loans, favors, or lavish entertainment from any individual employed by any entity with which any of the Companies has, or hopes to have, a business or client relationship (a Covered Individual ).
2. |
Receipt of Gifts and Entertainment |
(i) |
General Exclusion |
DoubleLine Personnel may accept Gifts from any individual if the individual giving the gift is related to the recipient by blood or marriage or a close personal friend and the gift is consistent with such relationship.
(ii) |
Unsolicited Gifts |
DoubleLine Personnel may accept unsolicited Gifts from Covered Individuals, provided such Gift falls within one of the following exceptions:
|
the gift has a value of less than $100 and is consistent with customary business practices; |
|
the gift is perishable and the recipient shares it with co-workers at the Companies; or |
|
acceptance of the gift is approved in writing by the Chief Compliance Officer. |
Personnel may not accept cash gifts from Covered Individuals.
Gifts presented to an Adviser by a single party on behalf of several clients shall be reported to the Compliance and Accounting Departments for potential allocation of the potential or perceived compensation that may arise from any such gift.
Such gifts shall be reported on Exhibit X.A.
(iii) |
Unsolicited Entertainment |
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DoubleLine Personnel may accept unsolicited entertainment from Covered Individuals, provided (i) such entertainment is consistent with customary business practices and the host is in attendance; (ii) the entertainment is being provided to attendees or participants at a meeting sponsored by the host without Personnel being singled out, or (iii) the entertainment is approved in writing by the Chief Compliance Officer.
(iv) |
Exceptions |
|
Registered persons (i.e. persons carrying a securities license through the Financial Industry Regulatory Authority (FINRA) may not give or accept any gifts exceeding $100 under any circumstances, nor may any exception be granted to the gift limitation rules for registered persons. (See FINRA Rule 3220.) All such persons shall consult with the broker dealer carrying their securities license for further requirements imposed by that broker dealer. |
|
Non-registered persons must receive permission from the Chief Compliance Officer or General Counsel to receive a gift exceeding $100. |
(v) |
Notification of the Receipt of Unsolicited Gifts or Entertainment |
All employees must declare all gifts received during the calendar year to Compliance using Exhibit X. A . Such reports must be received by January 15 of the subsequent year.
ACTION REQUIRED TO BE TAKEN |
All DoubleLine Personnel must notify the Chief Compliance Officer on an annual basis regarding the receipt of any unsolicited gift or entertainment.
RESPONSIBLE PARTY : All Personnel
|
3. |
Giving of Gifts and Entertainment |
DoubleLine Personnel are required to obtain the written approval of an Approving Officer 3 prior to giving any Gift, other than reasonable entertainment costs (as described below), to any Covered Individual or other person covered by any of the provisions below.
(i) |
Permitted Entertainment |
Approving Officers control decisions regarding permitted entertainment. Receipts from such entertainment shall set forth the date, parties in attendance and their employers, the
3 |
For purposes of the Gift and Entertainment section of the Code of Ethics, Approving Officers is construed to include members of DoubleLines Code of Ethics Committee. . |
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entertainment provided, the business purpose therefore, and include an itemized list of the costs associated therewith. To be considered reasonable entertainment, both the host and the guest must attend the entertainment together. Moreover, any entertainment shall be appropriate for business entertainment such as, for example, sporting, civic or cultural events, and meals.
(ii) |
Special Treatment Regarding Foreign Officials, Regulators and Pension Plans |
DoubleLine Personnel may not give any Gift or other thing of value, including entertainment, reasonable or otherwise, to any representative of a governmental, regulatory or self-regulatory organization, pension plans or any foreign official without the written pre-approval of an Approving Officer. The foregoing restriction shall not include the offering of coffee, tea, a soda or the like, or of a snack or light refreshment to a representative attending a meeting at one of the Companies, any food or drink that is offered generally to other attendees or participants at a meeting sponsored by the Companies, or other offerings of similar character and intent.
(iii) |
Special Treatment Regarding Unions and Union Officials |
Special reporting rules apply when officers of the Companies furnish gifts or entertainment to labor unions or union officials. These special rules are independent of, and in addition to, any approval procedures otherwise applicable under this Code. The Companies may be required to file Form LM-10 with the Department of Labor by March 31 st of the calendar year following any year in which the Companies or any Personnel made any payments, gave any gifts, or entertained any union officials, including union pension fund trustees. The Chief Financial Officer is responsible for ensuring that all information required to be reported on Form LM-10 related to gifts or entertainment furnished to labor unions or labor officials (as defined under applicable laws and regulations pertaining to Form LM-10) is captured within accounting records.
(iv) Personnel may not give anything of value, including entertainment, reasonable or otherwise, to any union or union representative, including a union pension fund trustee, without the written pre-approval of the Chief Compliance Officer.
(v) Requirements of Clients and Other Third Parties
Personnel shall not provide a gift or entertainment to a client, potential client or other third party in violation of any policy established by such client, potential client or other third party.
Personnel subject to any Code of Ethics or similar policies of any client, issuer, or other third party must comply with such policies as though such policies were set forth herein and made a part hereof.
(vi) |
Charitable Donations |
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Nothing within this Code shall be construed to prevent personal charitable contributions to qualified Internal Revenue Code section 501(c)(3) organizations for which an Adviser does not act as investment manager.
Nothing within this Code shall be construed to prevent corporate charitable contributions by Companies to qualified Internal Revenue Code section 501(c)(3) organizations for which an Adviser does not act as investment manager.
Proposed charitable contributions by DoubleLine Personnel or an Adviser to qualified Internal Revenue Code section 501(c)(3) organizations for which an Adviser acts as investment manager should be discussed with the applicable Companies General Counsel or Chief Compliance Officer prior to making the charitable contribution.
Personnel wishing to make personal charitable contributions to qualified Internal Revenue Code section 501(c)(3) organizations for which an Adviser acts as investment manager should consult with the CCO before doing so.
Personnel wishing to make personal charitable contributions to organizations outside the United States should consult with the CCO before doing so.
4. |
Notice and Approval Process |
All requests by DoubleLine Personnel with respect to the approval of a Gift or any entertainment, other than permitted reasonable entertainment costs, shall be in writing and provided to the Chief Compliance Officer.
5. |
Gift Log |
The Chief Compliance Officer shall maintain a Gift Log, which shall consist of the compilation of each Employees Gift Logs, as prepared and presented annually. (See Exhibit X A ).
The Chief Financial Officer shall ensure that the Companies accounting records capture such additional information as may be necessary in connection with any filing that may be required in connection with Form LM-10 or any other gift and entertainment reporting scheme to which the Companies and/or their Personnel may be subject.
(i) |
Review of Gift Log |
The Chief Compliance Officer or designate is responsible for the review of the Gift Log on at least an annual basis for the purpose of identifying patterns that may raise concerns. The Chief Financial Officer is responsible for the review of Companies accounting records on at least an annual basis for the purpose of identifying patterns that may raise concerns.
(ii) |
Filing of Forms |
The Chief Financial Officer is responsible for the timely filing of Form LM-10 and any other gifts and entertainment reports that the Companies may be required to make.
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(iii) |
Documentation |
In addition to the Gift Log, the Chief Compliance Officer is responsible for maintaining documentation relating to the Chief Compliance Officers annual review of the Gift Log. The Chief Financial Officer is responsible for maintaining documentation relating to the Chief Financial Officers annual review of accounting records and all entertainment notices and any filings as to which the Companies are subject.
The Chief Financial Officer is responsible for ensuring that accounting records accurately reflect, with sufficient details necessary, any transaction required to be reported on Form LM-10.
DOCUMENT RETENTION REQUIREMENT |
Document: Documents related to Gifts and entertainment, including the Gift and Entertainment Log and any Forms LM-10 filed
Responsible Party: The Chief Compliance Officer and the Chief Financial Officer as described above.
Maintenance Period: A minimum of five years from the end of the fiscal year in which the event occurs.
Regulatory Reference: Best Practice |
References: |
Labor-Management Reporting and Disclosure Act of 1959 Form LM-10 U.S. Foreign Corrupt Practices Act of 1977
|
B. |
Political Contributions |
In the U.S., both federal and state laws impose limitations, and in some cases restrictions, on certain kinds of political contributions and activities. These laws apply not only to U.S. citizens, but also to foreign nationals and both U.S. and foreign corporations and other institutions. Accordingly, the Companies have adopted policies and procedures concerning political contributions and activities regarding federal, state, and local candidates, officials and political parties.
This policy regarding activities and political contributions applies to the Companies and all Personnel. Failure to comply with these rules could result in civil or criminal penalties for the Companies and the individuals involved.
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These policies are intended solely to comply with applicable laws and regulations and to avoid any appearance of impropriety. These policies are not intended to otherwise interfere with an individuals right to participate in the political process.
1. |
General Prohibition on Contributions to Obtain Business |
Both the Companies and DoubleLine Personnel are prohibited from making or soliciting political contributions for the purpose of obtaining or retaining advisor contracts with government entities. For purposes hereof, the term political contribution includes contributions to a current office holder, candidate, political party, or party or political committees (including committees supporting or opposing ballot initiatives, e.g .., referendum).
2. |
Prohibition and Restrictions on Contributions by the Companies |
Federal law prohibits political contributions by the Companies or in their name in support of candidates for federal office. Accordingly, such contributions are prohibited. Because restrictions may also apply with respect to contributions to state and local officials, no such contributions may be made by the Companies or in their names except to the extent the same is first approved in writing by the Approving Officers.
3. |
Contributions by DoubleLine Personnel |
ALL POLITICAL CONTRIBUTIONS REGARDLESS OF SIZE REQUIRE PREAPPROVAL FROM THE CHIEF COMPLIANCE OFFICER OR DESIGNATE. CERTAIN POLITICAL CONTRIBUTIONS MAY REQUIRE ADDITIONAL APPROVALS.
Subject to the restrictions set forth herein, Personnel are free to give to candidates for federal, state and local office as a matter of personal choice. However, it is the Companies policy that Personnel generally are prohibited from making political contributions to a candidate or official that serves or is seeking to serve on the governing board of any of the Companies shareholders or clients. Exceptions to this provision of the Code only can be granted by a combination of any two of the following persons who are the Approving Officers in this section of the Code: the Companies CEO, President, General Counsel or Chief Compliance Officer (in other words, at least two approvals are required).
Personnel must seek preclearance before making contributions 4 to officials 5 of government entities 6 who can influence the hiring of an investment adviser in connection with money
4 A contribution is defined to include a gift, subscription, loan, advance, deposit of money, or anything of value made for the purpose of influencing an election for a federal, state or local office, including any payments for debts incurred in such an election or payments towards the transition or inaugural expenses of the successful candidate for state or local office.
5 An official includes an incumbent, candidate or successful candidate for elective office of a government entity if the office is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser or has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser.
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management mandates. 7 As a generality, approval likely will be given for $350 or less to any one candidate for whom Personnel may vote (per election), and $150 or less to candidates for whom Personnel may not vote (per election, where primaries and general elections are considered two separate elections). Any contribution in excess of $350 generally will not receive preclearance from the Chief Compliance Officer or designate. Payments to a political party of a state or locality where the investment adviser is providing or seeking to provide investment advisory services to a government entity also are covered by this requirement. The CCO or designate has absolute discretion to deny requests to make political contributions for any or no reason.
However, the Companies prohibit Personnel from making political contributions to officials of government entities who can influence the hiring of an investment adviser in connection with money management mandates related to any existing client, or to any potential client for which an Adviser has participated in a Request for Proposal (RFP) or similar process which could result in an Adviser being awarded an investment mandate. Exceptions to this provision of the Code only can be granted by a combination of any two of the following persons: the Companies CEO, President, General Counsel or Chief Compliance Officer (in other words at least two approvals are required). A list of such clients or potential clients is made available to Personnel on a shared network drive.
Personnel also are prohibited from seeking the assistance of others (including Political Action Committees) to bundle or coordinate the solicitation of such contributions. In sum, Personnel shall not attempt to do indirectly what they may not do directly, including by channeling political contributions through third parties such as spouses or domestic partners. 8
Personnel detecting that they have made a contribution without receiving preclearance should report such contributions to the General Counsel or Chief Compliance Officer immediately. In certain cases, it is possible that seeking (and achieving) the return of the contribution can preclude application of the U.S. Securities and Exchange Commission (SEC) rules and penalties. However, because the rule is relatively new, there can be no assurance that any attempt to preclude application of the statutory penalties will be completely successful. Personnel are advised to comply with the requirements at all times, to avoid the potential difficulty of attempting to unwind an impermissible political contribution.
These prohibitions exist whether the government entity seeks an Advisers services through a separate account, a covered pooled investment vehicle (such as a hedge fund or other private investment vehicle) or a registered investment company (such as the Funds), if the Funds are an investment option of a plan or program of a government entity that is participant directed.
6 Government entities include all state and local governments, their agencies and instrumentalities, and all public pension plans and other collective government funds, including participant-directed plans such as 403(b), 457, and 529 plans.
7 See SEC Rule 206(4)-5 under the Advisers Act.
8 SEC Rule 206(4)-5(d) makes it unlawful for any investment adviser covered by the rule and its covered associates to do anything indirectly which, if done directly, would result in a violation of that rule.
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The Advisers are required to retain chronological records of any such contributions made by its Personnel or an Adviser. Any contributions (whether or not subject to the de minimis exclusion) made by Personnel shall be annotated on the quarterly reports submitted on Exhibit VII A.3. Records of contributions by the Companies to government officials able to influence the selection of investment advisers for money management mandates and to Political Action Committees and other records related to this requirement shall be maintained by Corporate Accounting.
As part of the Initial Reports, new Access Persons are required to provide information regarding their political contributions for the two-year period prior to becoming an Access Person, to allow the Companies to verify whether any such contributions have the potential to disqualify an Adviser from future or current business opportunities with government entities.
See the Compliance Policies and Procedures Manual for a discussion of how the Companies conform to the requirements under California laws pertaining to state and local public pension plans.
(i) |
Restrictions on Foreign Nationals |
Political contributions, expenditures and disbursements, whether directly or indirectly, to U.S. candidates by persons who are not U.S. citizens or permanent resident aliens are prohibited by law. Accordingly, Personnel who are not U.S. citizens or permanent resident aliens are prohibited from making political contributions, expenditures or disbursements with respect to U.S. candidates.
(ii) |
Restrictions on Reimbursement of Contributions by Others |
Personnel (and the Companies) are prohibited from reimbursing others for political contributions.
4. |
Solicitations of Political Contributions by DoubleLine Personnel |
In soliciting political contributions, Personnel must avoid any confusion that suggests, in any way, that the Companies have approved, supports or is otherwise involved in the solicitation. Without limitation, Personnel involved in soliciting political contributions must not:
|
use the address or name of the Companies; and |
|
in soliciting other Personnel must clearly state that the contribution is entirely voluntary on the part of the person being solicited. |
5. |
Prohibition on Use of Paid Third Party Solicitors for Government Entity Advisory |
Business |
Personnel of the Companies shall not engage third parties to solicit government entities for advisory business unless such third parties are certain registered broker-dealers or registered investment advisers. Only the Approving Officers may authorize use of a third
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party (which must be a registered broker-dealer or registered investment adviser subject to rules prohibiting pay to play practices) to solicit government entities for advisory business. Prior to the Approving Officers granting such approval, the Companies shall adopt appropriate policies and procedures to monitor and oversee such activities.
6. |
Use of Companies Facilities for Political Purposes |
The Companies facilities may only be used for political purposes to the extent the same is first approved in writing by the Approving Officers.
7. |
Use of Companies Name and Address of the Companies |
No use of the Companies names or addresses may be used in connection with explicit political activities unless required by law or permission has been first obtained in writing from the Approving Officers. This includes listing of the Companies names in biographical or professional descriptions.
C. |
Foreign Corrupt Practices Act (FCPA) |
1. |
Discussion |
The purpose of this section of the Code is to ensure compliance with all applicable anti-bribery laws and to prevent Companies employees from offering, promising, paying or providing, or authorizing the promising, paying or providing of any amount of money or anything of value to a Public Official or Private Sector Counterparty Representative (each, as defined below) for the purpose of improperly obtaining, directing or retaining business or securing an improper advantage for the Companies.
Public Official includes a Foreign Official as defined under the Foreign Corrupt Practices Act of 1977, as amended, (FCPA). U.S. government officials are Public Officials. The definition of Public Official includes any person who is employed full- or part-time by a. government, or by regional subdivisions of governments, including states, provinces, districts, counties, cities, towns and villages or by independent agencies, state-owned businesses, state-controlled businesses or public academic institutions. This would include, for example, employees of sovereign wealth funds, government sponsored pension plans (i.e. pension plans for the benefit of government employees), and government sponsored university endowments. For FCPA purposes only, Public Official, also includes political party officials and candidates for political office. For example, a campaign contribution is the equivalent of a payment to a Public Official under the FCPA. In certain cases, providing a payment or thing of value to a person actually known to be an immediate family member of a Public Official or a charity associated with a Public Official may be the equivalent of providing a thing of value to the Public Official directly. Under the FCPA, the employees of public international organizations, such as the African and Asian Development Banks, the European Union, the International Monetary
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Fund, the United Nations and the Organization of American States, are considered Public Officials.
A Private Sector Counterparty Representative is an owner, employee or representative of a private entity, such as a partnership or corporation, with which an Adviser is conducting or seeking to conduct business.
The FCPA in pertinent part, makes it illegal for a U.S. issuer, domestic concern, or any person other than an issuer or domestic concern while in the territory of the United States, to utilize the mails or any instrumentality of U.S. commerce, corruptly, in furtherance of a payment, or the provision of anything of value, or an offer, promise or authorization thereof directly or indirectly, to a foreign government official, political party or candidate, for the purpose of influencing his or her official actions or securing any improper advantage, or inducing such foreign official to use his or her influence with a foreign government to affect or influence any act or decision of such government in order to assist the U.S. company in obtaining or retaining business for or with, or directing business to, any person. The statute further prohibits payments or gifts of anything of value to any person while knowing that such payment or gift will be given to a foreign official for a business purpose.
Companies policy is to prohibit Personnel from offering, promising, paying or providing, or authorizing the promising, paying or providing (in each case, directly or indirectly, including through Third Parties) of any amount of money or anything of value (colloquially termed a bribe) to any Public Official, including a person actually known to be an immediate family member of a Public Official and a former Public Official, in order to improperly influence or reward any official action or decision by such person for Companies benefit. Neither funds from Companies nor funds from any other source may be used to make any such payment or gift on behalf of or for Companies benefit.
Additionally, Companies policy provides that Personnel are prohibited from offering, promising, paying or providing, or authorizing the promising, paying or providing of (in each case, directly or indirectly, including through Third Parties) a bribe to a Private Sector Counterparty Representative in order to induce or reward that persons improper performance of their functions or activity.
Generally, offering or authorizing a bribe will trigger liability under the FCPA. There is no minimum threshold any amount offered or authorized for the purposes described in the paragraphs above creates potential liability under the FCPA.
Such activities by Access Persons are prohibited by Companies. Note, too, that authorizing or tacitly approving of such activities by third parties on behalf of Companies also could create liability for the Access Person and/or the Companies.
2. |
Actions |
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(i) Personnel will be required to complete Exhibit XI. D. upon becoming an Access Person or upon any changes in their status regarding non-US government officials. Also, certain persons that are not Access Persons may be required to complete Exhibit XI. D because of the nature of their responsibilities with the Companies or as a result of their contractual relationship with the Companies.
(ii) The CFO or Treasurer (as applicable) shall ensure that any payments made by the Companies to a foreign official are properly recorded in the financial books and records of the Companies.
(iii) Any requests by foreign officials or persons with access to foreign officials for a bribe to be paid by Personnel or engaging in any similar behavior should be reported promptly to the Chief Compliance Officer.
D. |
Annual Attestation |
Personnel will be required to attest annually to their continued compliance with the foregoing requirements. (See Exhibit XI E .)
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XI. CLIENT COMPLAINTS AND INDICATIONS OF INAPPROPRIATE CONDUCT
A. |
General Statement of Policy |
All DoubleLine Personnel are required to promptly bring to the Chief Compliance Officer any communication received, whether verbal, electronic, e.g., email, text message, instant messenger ( e.g., chat), or fax, hard copy, or otherwise, that contains (or appears to contain) any form of complaint about impermissible or inappropriate conduct of the Companies. Similarly, and in accordance with Section VI hereof, Personnel should also bring to the attention of the Chief Compliance Officer, any communication received that contains a nonpublic or confidential information about a security or issuer that is inappropriate for receipt by the employee. Employees should bring to the Chief Compliance Officers attention the receipt of any other information that may reasonably be of concern ( e.g., possible illegal activities, allegations of misconduct on the part of any employee, allegations of mistreatment of any client).
ACTION REQUIRED TO BE TAKEN |
All DoubleLine Personnel are responsible for bringing to the attention of the Chief Compliance Officer any client complaints.
RESPONSIBLE PARTY : All Personnel. |
B. |
Responsibility of the Chief Compliance Officer |
1. |
Review and Reporting |
Upon being notified of a complaint, the Chief Compliance Officer shall promptly review the complaint and make a determination as to whether, in light of any such review, the facts underlying the complaint indicate a need to notify the Companies legal counsel or otherwise take any immediate action including imposition of restrictions or heightened supervision with respect to any individual or Supervisor and/or is otherwise indicative of a weakness or other shortcoming in the Companies procedures or policies.
Upon notification of a matter not involving a complaint, the Chief Compliance Officer shall undertake such review and take such additional action as the Chief Compliance Officer shall think appropriate.
2. |
Acknowledgement |
The Chief Compliance Officer, working with the applicable senior management, will arrange for an acknowledgement to be sent in response to all written complaints.
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3. |
Documentation |
For each written complaint, the Chief Compliance Officer shall create a record, which shall include the complainants name and address; the date the complaint was received; the name of any Personnel identified in the complaint and the identification of any Personnel responsible for subject matter of the complaint; a description of the nature of the complaint; and the disposition of the complaint.
For each complaint, the Chief Compliance Officer shall also maintain a narrative (or correspondence) involving any review or investigation and follow up activities, indicating who undertook the investigation, what the findings were and what follow-up steps have been taken.
ACTION REQUIRED TO BE TAKEN |
Upon notification of a complaint or certain other matters, Chief Compliance Officer shall make such review and make such filings as are appropriate and cause the Companies to acknowledge any such complaint in writing. The Chief Compliance Officer shall also be responsible for appropriate documentation regarding the above.
RESPONSIBLE PARTY : Chief Compliance Officer |
DOCUMENT RETENTION REQUIREMENT |
Document: Documents related to all client complaints.
Responsible Party: The Chief Compliance Officer
Maintenance Period: A minimum of five years from the end of the fiscal year in which the event occurs.
Regulatory Reference: Best Practice |
XII. ANNUAL REVIEW BY TRUSTEES
No less frequently than annually, the Chief of Compliance and other senior management shall furnish a written report to the Trustees, which shall:
|
describe any issues arising under the Code of Ethics or material compliance matter, as such term is defined at Rule 38a-1(e)(2) of the Investment Company Act, not previously reported to the Trustees, including any |
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information regarding sanctions and remedial actions taken in response thereto; |
|
list all waivers given by quantity and type and describe any waivers that might be considered material or important by the Trustees; |
|
list all approvals of investments in IPOs and Limited Offerings that were granted; |
|
certify that the Chief Compliance Officer has reviewed the Code and the compliance and supervisory policies and procedures of the Companies and has found that they are reasonably designed to prevent violations of the Federal Securities Laws and of the Code itself. |
The Chief Compliance Officer shall provide reports similar to those described above (and elsewhere in the Code) to the boards of trustees (or directors) of other registered investment companies for which an Adviser serves as an adviser or sub-adviser.
DOCUMENT RETENTION REQUIREMENT |
Document: Annual Reports to Trustees/Directors
Responsible Party: The Chief Compliance Officer
Maintenance Period: A minimum of five years after the end of the fiscal year in which the report was made, such document to be retained for the first two years in an appropriate office of the Companies and, thereafter, in an easily accessible place.
Regulatory Reference: Advisers Act Rule 204-2 and Investment Company Act Rule 17j-1 |
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New Employee Introduction (as of August 2013)
Exhibit I. A.
¨ |
Overview of DoubleLine and affiliates |
¨ |
Overview of DoubleLine executive management |
¨ |
Compliance Policies and Procedures |
¡ |
G drive |
¨ |
Code of Ethics |
¡ |
Overview |
¡ |
Securities Account Reporting Initial/ Quarterly/ Annual |
|
Initial reports-within ten days |
¡ |
Trading Reporting/Preclearance |
¡ |
Sixty Day Holding Period |
¡ |
Trading in closed-end funds managed by an Adviser |
¡ |
Outside Business Activities |
¡ |
Political contributions |
¡ |
Gifts |
¨ |
Overview of Insider Trading Policy |
¨ |
Anti-Money Laundering-Customer Identification Procedures (AML-CIP) |
¨ |
Briefer to check this box if Anti-Money Laundering Training is required |
¨ |
Overview of Privacy Policy |
¨ |
Overview of Email, Electronic Communications and Social Media Policy |
¨ |
Overview of Foreign Corrupt Practices Act |
¨ |
Overview of BCP procedures |
I have been briefed on DoubleLines compliance policies and procedures and acknowledge that the briefing is not a substitution for reading and referring to DoubleLines compliance policies and procedures, including the Code of Ethics.
Signature: | ||
Print Name: | ||
Date: |
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DOUBLELINE OPPORTUNISTIC CREDIT FUND
DOUBLELINE INCOME SOLUTIONS FUND
DOUBLELINE FUNDS TRUST
DOUBLELINE EQUITY FUNDS
DOUBLELINE CAPITAL LP
DOUBLELINE EQUITY LP
DOUBLELINE GROUP LP
ACKNOWLEDGEMENT OF INITIAL RECEIPT
OF
CODE OF ETHICS
This acknowledgement must be signed and returned to the Chief Compliance Officer.
I hereby acknowledge that I have read the Code of Ethics for DoubleLine Opportunistic Credit Fund, DoubleLine Income Solutions Fund, DoubleLine Funds Trust, DoubleLine Equity Funds, Doubleline Equity LP, Doubleline Group LP , and DoubleLine Capital LP (which contains the Insider Trading Policy for DoubleLine Funds Trust, DoubleLine Equity Funds, DoubleLine Equity LP and DoubleLine Capital LP) and have had an opportunity to review any portions thereof with my supervisor and the Chief Compliance Officer or other member of the Compliance Department. By signing below, I agree to perform fully in accordance with such provisions of the Code of Ethics as are applicable to me, including the requirement that I promptly report to the Chief Compliance Officer any violation of the Code of which I become aware. I understand that my failure to fully comply with all applicable provisions may subject me to disciplinary action up to and including termination and can also subject me to fines, penalties and even criminal actions and result in significant reputational harm.
I acknowledge further that if I use the de minimis exception to make any personal trades while I remain an Access Person under the Code of Ethics that the following statements are true:
| I am not in possession of material, non-public information concerning the securities traded under the de minimis exception. |
| If selling, I have held the security for more than sixty days. |
| The purchase was not an IPO or private placement. |
| If I am a portfolio manager, trader or analyst: This transaction is not a Contrary Transaction (opposite of investment advice given to clients.) |
|
Signature: |
|
||
Print Name: | ||||
Date: |
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DOUBLELINE OPPORTUNISTIC CREDIT FUND
DOUBLELINE INCOME SOLUTIONS FUND
DOUBLELINE FUNDS TRUST
DOUBLELINE CAPITAL LP
DOUBLELINE EQUITY LP
DOUBLELINE GROUP LP
DOUBLELINE EQUITY FUNDS
ACKNOWLEDGEMENT OF INITIAL RECEIPT
OF
CODE OF ETHICS (CONSULTANTS)
This acknowledgement must be signed and returned to the Chief Compliance Officer.
I have received and read the Code of Ethics (which contains the Insider Trading Policy for DoubleLine Opportunistic Credit Fund, DoubleLine Income Solutions Fund, DoubleLine Funds Trust, DoubleLine Equity Funds, DoubleLine Equity LP, DoubleLine Group LP and DoubleLine Capital LP) for DoubleLine Funds Trust, DoubleLine Equity Funds, DoubleLine Capital LP and DoubleLine Equity, LP (collectively, DoubleLine). I understand that, as a consultant, I may be exposed to certain information pertaining to DoubleLines portfolio management or trading strategies, including securities traded by DoubleLine on behalf of its clients.
If I am exposed to such information, I will notify the Chief Compliance Officer immediately. I understand that, in such cases, I may be required to conform to the requirements of the Code of Ethics for access persons.
I acknowledge further that if I use the de minimis exception to make any personal trades while I remain an Access Person under the Code of Ethics that the following statements are true:
| I am not in possession of material, non-public information concerning the securities traded under the de minimis exception. |
| If selling, I have held the security for more than sixty days. |
| The purchase was not an IPO or private placement. |
| If I am a portfolio manager, trader or analyst: This transaction is not a Contrary Transaction (opposite of investment advice given to clients.) |
|
Signature: |
|
||
Print Name: | ||||
Date: |
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DOUBLELINE OPPORTUNISTIC CREDIT FUND
DOUBLELINE INCOME SOLUTIONS FUND
DOUBLELINE FUNDS TRUST
DOUBLELINE EQUITY FUNDS
DOUBLELINE CAPITAL LP
DOUBLELINE EQUITY LP
DOUBLELINE GROUP LP
ACKNOWLEDGEMENT OF RECEIPT OF AMENDED
CODE OF ETHICS
This acknowledgement must be signed and returned to the Chief Compliance Officer.
I hereby acknowledge that I have received a copy of the amended Code of Ethics for DoubleLine Opportunistic Credit Fund, DoubleLine Income Solutions Fund, DoubleLine Funds Trust, DoubleLine Equity Funds, Doubleline Equity LP, Doubleline Group LP and DoubleLine Capital LP (which contains the Insider Trading Policy, dated as of , and have had an opportunity to review any portions thereof with my supervisor and a member of the Compliance Department. By signing below, I agree to perform fully in accordance with such provisions of the Code of Ethics as are applicable to me, including the requirement that I promptly report to the Chief Compliance Officer any violation of the Code of which I become aware. I understand that my failure to fully comply with all applicable provisions may subject me to disciplinary action up to and including termination and can also subject me to fines, penalties and even criminal actions and result in significant reputational harm.
I acknowledge further that if I use the de minimis exception to make any personal trades while I remain an Access Person under the Code of Ethics that the following statements are true:
|
I am not in possession of material, non-public information concerning the securities traded under the de minimis exception. |
|
If selling, I have held the security for more than sixty days. |
|
The purchase was not an IPO or private placement. |
|
If I am a portfolio manager, trader or analyst: This transaction is not a Contrary Transaction (opposite of investment advice given to clients.) |
|
Signature: |
|
||
Print Name: | ||||
Date: |
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Exhibit VII. A1.
DOUBLELINE OPPORTUNISTIC CREDIT FUND
DOUBLELINE INCOME SOLUTIONS FUND
DOUBLELINE FUNDS TRUST
DOUBLELINE EQUITY FUNDS
DOUBLELINE CAPITAL LP
DOUBLELINE EQUITY LP
DOUBLELINE GROUP LP
Annual or Initial Holdings Report
Data is complete as of
Account (Brokerage firm name) |
Account
Number |
CUSIP |
Security
Name |
# shares | Total $ | Notes | ||||||
(For initial reports: Account statements may be attached if they are within ten days of the date of hire. If the date of this report is more than ten days after the date of the account statements, this chart shall be updated with any changes, or if none, so state.)
(For annual reports: Account statements may be attached if they are within forty-five days of the date that this report is required to be submitted. If the date of this report is more than forty-five days after the date of the account statements, this chart shall be updated with any changes, or if none, so state.)
|
||||||
SIGNATURE |
||||||
|
||||||
TYPE OR PRINT NAME |
||||||
VII A-3
DATE
Exhibit VII A2
Doubleline Capital LP
Doubleline Equity LP
Doubleline Group LP
Sample Request for Duplicate Confirmations and Statements
Date:
[Address of Outside Firm]
RE: |
(NAME OF INDIVIDUAL) |
ACCOUNT #
Dear Sir/Madam:
Please be advised that [insert employee name] is an employee of DoubleLine Capital LP, DoubleLine Equity LP or DoubleLine Group LP (DoubleLine) and in compliance with NASD conduct rule 3050, Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended, and/or DoubleLines employee Code of Ethics, this account is subject to a requirement that duplicate account statements and trade confirmations be sent to our compliance department at the address below:
In connection with the above account, please send duplicate confirmations and account statements to my employer at the following address:
Attn: Chief Compliance Officer
DoubleLine Capital LP/DoubleLine Equity LP/DoubleLine Group LP
333 South Grand Ave, Suite 1800
Los Angeles, CA 90071
If you have any questions or comments relative to the foregoing, please do not hesitate to contact me. Thank you for your kind attention to this matter.
Very truly yours,
VII A-3
Exhibit VII A.3. Code of Ethics version November 2012
QUARTERLY REPORT OF PERSONAL SECURITIES TRANSACTIONS - Quarter ending Month xx, 20xx
A. Trading Activity . Please list all reportable transactions or you may attach current statements and indicate no trades other than the trades listed on the attached statements from [include name(s) of all brokerage accounts]. If duplicate statements for ALL accounts are being provided to DoubleLine, you may check the box No reportable trades other than the trades listed on duplicate statements provided to Compliance .
If you have not made any reportable transactions, please check the box for NO TRADES.
Date of Trans. |
Type | Security Name | Symbol/Cusip | Quantity | Price | Broker | Account Number | |||||||
¨ |
No Reportable trades other than the trades listed on duplicate statements provided to Compliance. |
¨ |
No trades. |
B. |
New Accounts . Have any new brokerage accounts been established in the most recent quarter in which securities were held for your direct or indirect benefit? ¨ Yes ¨ No |
If yes, please list.
Account Name
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Brokerage Firm or Bank Name
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Account Number
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Date Established
|
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C. |
Political Contributions : Have you made any political contributions in the past quarter? ¨ Yes ¨ No If yes, please list: |
Recipient |
City & State (location) of election |
Election (year & type) Ex: 2010 general election or 2010 primary election |
Candidate for office of
|
Were you eligible
to vote in the
N) |
Date of Political
|
Total $ |
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D. |
Social Media . Have you used personal social media to conduct DoubleLine business during the past quarter? ¨ Yes ¨ No |
E. |
I confirm that the above information is complete and accurate. |
Printed Name
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Signature
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Date Completed
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VII A-3
EXHIBIT VIII
POLICY REGARDING SPECIAL TRADING PROCEDURES
FOR SECURITIES OF CERTAIN CLOSED-END FUNDS
Effective as of January 1, 2012
(as amended on August 21, 2013)
I. |
Introduction |
The Companies (as defined in the Code) have adopted the Code of Ethics (the Code), which contains an Insider Trading Policy and Procedures which, among other things, prohibits inappropriate insider trading in any securities, and prohibits all employees from improperly using or disclosing material, non-public information. These special procedures govern trading by DoubleLine Personnel (other than Disinterested Trustees) in securities of closed-end funds managed by an Adviser.
II. | Persons to Whom this Special Trading Policy Applies |
This Special Trading Policy applies to all DoubleLine Personnel (other than Disinterested Trustees) as well as to any transactions in securities participated in by family members, trusts or corporations controlled by DoubleLine Personnel. In particular, this Policy applies to securities transactions by:
| the DoubleLine Personnels spouse; |
| the DoubleLine Personnels minor children; |
| any other relatives living in the DoubleLine Personnels household; |
| a trust in which the DoubleLine Personnel has a beneficial interest, unless such DoubleLine Personnel has no direct or indirect control over the trust; |
| a trust as to which the DoubleLine Personnel is a trustee; |
| a revocable trust as to which the DoubleLine Personnel is a settlor; |
| a corporation of which the DoubleLine Personnel is an officer, director or 10% or greater stockholder; or a partnership of which the DoubleLine Personnel is a partner (including investment clubs), unless the DoubleLine Personnel has no direct or indirect control over the partnership. |
The family members, trust and corporations listed above are referred to as Related Persons.
III. | Securities to which this Special Trading Policy applies |
Unless stated otherwise, this Policy and the following Special Trading Procedures apply to all transactions by DoubleLine Personnel and their Related Persons involving any securities of the closed-end funds for which an Adviser or one of its affiliates acts as an investment manager, investment advisor or sub-advisor (the Closed-End Funds). The current list of Closed-End Funds is set forth on Appendix 1 hereto. For purposes of this policy, the securities of the Closed-End Funds themselves are referred to as the Prohibited Securities. Exhibit 1 may be revised from time to time; and, therefore, DoubleLine Personnel should contact the CCO prior to executing a personal transaction involving any closed-end fund that is managed, advised or sub-advised by an Adviser or any of its affiliates to determine whether the securities involved in the proposed transaction are Prohibited Securities.
IV. |
Special trading procedures relating to the prohibited securities |
A. Preclearance and conditions for personal trading
All investment transactions in Prohibited Securities in which DoubleLine Personnel and/or a Related Person has or will acquire a Beneficial Ownership interest must be precleared by the CCO, using a specially designed form which generally will be similar to the form provided as Appendix 2 to these procedures.
THERE IS NO DE MINIMIS EXCEPTION FOR PERSONAL TRADING IN PROHIBITED SECURITIES. EMAIL MAY NOT BE USED TO REQUEST AUTHORIZATION TO PRECLEAR A TRADE OF PROHIBITED SECURITIES, EXCEPT TO FORWARD A SIGNED COPY OF THE SPECIALLY DESIGNED FORM.
Preclearance shall be requested by completing and submitting a copy of the applicable preclearance request form to the CCO. No investment transaction subject to preclearance may be effected prior to receipt of written or electronic authorization of the transaction by the CCO. The authorization and the date of authorization will be reflected on the preclearance request form. Any preclearance granted will only be granted for the remainder of the day on which such preclearance is granted. Any transaction, or portion thereof, not completed that same business day will require a separate preapproval.
The CCO may undertake such investigation as he or she considers necessary to determine that the investment transaction for which preclearance has been sought complies with the terms of the Code and this Special Trading Policy and is consistent with the general principles described at the beginning of the Code. The CCO may consider, and reject a requested trade based on, any matter that he or she believes would make, or would be perceived to make, such trade improper.
In order for DoubleLine Personnel to make an initial purchase of one of the Closed-End Funds, such Closed-End Fund must have completed all of its initial common and preferred shares offerings and not otherwise be engaged in an offering of its shares.
The Advisers reserve the right to impose a minimum purchase amount of Prohibited Securities. Such a limitation may be necessary to assist in controlling potential regulatory risks related to Access Persons regulatory filing obligations.
B. Blackout Periods
DoubleLine Personnel may not purchase or sell shares of a Closed-End Fund during the following period:
from the three-week period prior to a quarterly board meeting (or, if earlier, the time when internal dividend discussions regarding the proposed dividends to be declared at that meeting become material) until after the two business days following the issuance of the press release regarding dividends declared at that meeting; and
the CCO may impose additional blackout periods for trading in a Closed-End Fund as necessary.
C. Holding Period
DoubleLine Personnel may only invest in a Closed-End Fund as a long-term investment. The Code enforces a minimum six-month holding period, which means DoubleLine Personnel may not sell shares of a Closed-End Fund within six months of purchasing them, or purchase shares of a Closed-End Fund within six months of selling them. Any violation of this six-month holding period will require disgorgement of any profits. Certain DoubleLine Personnel may be required to file forms promptly with the SEC regarding their transactions in shares of a Fund. For additional details, please review the Procedures with Respect to Fund Obligations under Section 16 of the Securities Exchange Act of 1934 otherwise known as the Section 16 Policy. You may not be able to sell shares of a Closed-End Fund notwithstanding your compliance with the holding period requirement, including, for example, if a blackout period applies. A blackout period may apply for an extended period of time and you may not be able to sell shares of a Closed-End Fund when you wish, if at all.
D. Conditions of Approval/Preclearance
When requesting preclearance to transact in a Prohibited Security, DoubleLine Personnel generally will attest that they:
| Are in compliance with the Code in making the request to trade a Prohibited Security |
| Are not trading on material, non-public information |
| Will make all necessary regulatory filings |
| Understand that any preapprovals are only good through the end of the same business day that preapproval is granted and that they must receive a new preapproval to trade on the following business day |
| Are not purchasing a Prohibited Security within six months of a sale of a Prohibited Security of the same Closed-End Fund |
| Are not selling a Prohibited Security within six months of a purchase of a Prohibited Security of the same Closed-End Fund and are not creating a short position |
| Are not entering into a Contrary Transaction (opposite advice given to a Client) |
| Are meeting any other conditions listed on the form and within the Code. |
E. Post-Trade Reporting and Attestations
DoubleLine Personnel shall submit to the CCO a report of every securities transaction in Prohibited Securities in which he or she and any of such DoubleLine Personnels Related Persons have participated as soon as practicable following the transaction. Such reports shall conform to the requirements of the Code. In addition, on an annual basis, each DoubleLine Personnel must confirm the amount of Prohibited Securities which such person and his/her Related Persons beneficially own.
DoubleLine Personnel (and not a Fund or an Adviser) are personally responsible for ensuring that their transactions comply fully with any and all applicable securities laws, including, but not limited to, the restrictions imposed under Sections 16(a) and 16(b) of the Securities Exchange Act of 1934 (the Exchange Act) and Rule 144 under the Securities Act of 1933. DoubleLine Personnel have sole responsibility for any and all reports required under the Exchange Act and any applicable rules or regulations thereunder, such as Forms 3, 4 and 5. DoubleLine Personnel are advised to review carefully the requirements of the Funds Section 16 Policy to ensure that any omission by DoubleLine Personnel to make any such report does not inadvertently cause the Adviser or any of the Closed-End Funds to fail to meet applicable reporting requirements.
Each DoubleLine Personnel shall attest, on an annual basis, that he or she has reviewed and understands (i) his or her filing requirements under Sections 16(a) and 16(b) of the Exchange Act, as discussed above (including Forms 3, 4 and 5), and (ii) the Advisers policy regarding material, non-public information under the Code.
F. Resolving Issues Concerning Insider Trading
If you have any doubts or questions as to whether any information that you possess regarding a Fund is material or non-public, or as to the applicability or interpretation of any of the foregoing procedures, or as to the propriety of any action, you should contact the CCO before trading or communicating the information to anyone. Until these doubts or questions are satisfactorily resolved, you should presume that the information is material and non-public and you should not trade in the securities or communicate the information that you possess to anyone.
G. Penalties
Penalties for failing to comply with this Exhibit shall include all penalties described within the Code. By way of example and not limitation, penalties for failing to comply with the requirements of this Exhibit may include required disgorgement, the timing of which may not be advantageous to the tax or other financial considerations of the DoubleLine Personnel, as well as the disgorgement described under Section 16(b) of the Exchange Act. It is anticipated that DoubleLine Personnel failing to comply with the requirements of this Exhibit could be barred from trading any of the Funds listed on Appendix 1 or any future closed-end funds to be managed by the Adviser.
H. Modifications and Waivers
The Companies reserve the right to amend or modify this Policy Statement at any time. Waiver of any provision of this Policy Statement in a specific instance only may be authorized in writing as described within the Code.
Appendix 1 to Exhibit VIII:
List of Closed-End Funds
DoubleLine Opportunistic Credit Fund
DoubleLine Income Solutions Fund
Appendix 2 to Exhibit VIII
DOUBLELINE OPPORTUNISTIC CREDIT FUND (DBL)
DOUBLELINE INCOME SOLUTIONS FUND (DSL)
REQUEST FOR PREAUTHORIZATION PERSONAL TRADES CLOSED END FUNDS
Any preapproval with respect to a transaction in shares of DBL or DSL is only good through the end of the same business day that pre-approval is obtained. Any transaction, or portion thereof, not completed that same business day will require a separate approval.
Date: |
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Name: |
Name of
Security |
Symbol CUSIP |
Price if limit order | Buy or Sell | #of Shares/Units | Brokerage Firm | Account Number | Check if Private Placement | |||||||
|
If an option or warrant, describe the underlying security:
| I request pre-approval authorization to effect transaction(s) in the security indicated above for my personal account(s) or another account(s) in which I have a beneficial interest. I am familiar with and certify that this request is made in compliance with the Code of Ethics. |
| I am not in possession of material, non-public information concerning the securities listed above, and I have consulted with the Chief Compliance Officer or his or her designee if I have any doubts regarding whether information in my possession may be material, non-public information regarding such securities. |
| If buying, I have not made a sale of a security listed above within SIX MONTHS of this trade date, and I understand that I may not be able to sell the shares I intend to purchase for an extended period of time because of the required holding period and, potentially, an extended blackout period. |
| If selling, I have not made a purchase of a security listed above within SIX MONTHS of this trade date AND this trade will NOT result in a short position. |
| Unless indicated, this purchase is not an IPO or private placement. |
| If I am a portfolio manager, trader or analyst: This transaction is not a Contrary Transaction (opposite of investment advice given to clients.) |
| I understand that any preapprovals are only good through the end of the same business day that preapproval is granted, and I must receive a new preapproval to trade on the following business day. |
| I am solely responsible for all regulatory filings related to my trading activity in DBL or DSL, as applicable. |
| I have read, understand and agree to the terms of the preauthorization to trade DBL or DSL, as applicable, including the Code of Ethics requirements for personal trading. |
Transaction Authorized | ||||||||||||
By: | ||||||||||||
Date: | ||||||||||||
|
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Signature of Person Requesting Authorization |
Exhibit VIII C
DOUBLELINE OPPORTUNISTIC CREDIT FUND
DOULELINE INCOME SOLUTIONS FUND
DOUBLELINE FUNDS TRUST
DOUBLELINE EQUITY FUNDS
DOUBLELINE CAPITAL LP
DOUBLELINE EQUITY LP
DOUBLELINE GROUP LP
REQUEST FOR PREAUTHORIZATION PERSONAL TRADES
Any transaction as to which pre-approval has been obtained must be completed two business days following the day pre-approval is obtained. Any transaction, or portion thereof, not so completed will require a New Approval. I will apply for an extension if required.
Date: |
|
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Name: |
|
Name of Security |
Symbol CUSIP |
Price if limit order |
Buy or Sell |
#of Shares/Units |
Brokerage Firm | Account Number | Private Placement? | |||||||
If an option or warrant, describe the underlying security:
| I request pre-approval authorization to effect transaction(s) in the security indicated above for my personal account(s) or another account(s) in which I have a beneficial interest. I am familiar with and certify that this request is made in compliance with the Codes of Ethics. |
| I am not in possession of material, non-public information concerning the securities listed above. |
| If selling, I have held this security for more than sixty days. |
| Unless indicated, this purchase is not an IPO or private placement. |
| If I am a portfolio manager, trader or analyst: This transaction is not a Contrary Transaction (opposite of investment advice given to clients.) |
Transaction Authorized |
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By: |
|
Date: |
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|
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Signature of Person Requesting Authorization |
Exhibit X. A.
DOUBLELINE OPPORTUNISTIC CREDIT FUND
DOUBLELINE INCOME SOLUTIONS FUND
DOUBLELINE FUNDS TRUST
DOUBLELINE EQUITY FUNDS
DOUBLELINE CAPITAL LP
DOUBLELINE EQUITY LP
DOUBLELINE GROUP LP
ANNUAL NON-CASH COMPENSATION -- ACKNOWLEDGEMENT AND CERTIFICATION
Instructions : Complete all sections of form. If not applicable, please indicate N/A or None.
Name
|
Date
|
I hereby acknowledge and certify that I understand the rules and procedures under the DoubleLine Opportunistic Credit Fund, DoubleLine Income Solutions Fund, DoubleLine Funds Trust, DoubleLine Equity Funds, Doubleline Equity LP, Doubleline Group LP and DoubleLine Capital LP Code of Ethics regarding Non-Cash Compensation and Gifts.
I further certify that during the last twelve months I have not directly or indirectly accepted or made payments or offers of payments of any non-cash compensation, except for:
a) |
usual and customary promotional items, of de minimis value, such as hats, pens, T-shirts, and similar items marked with a vendors logo | |
b) |
gifts of nominal value (i.e. under $100 to or from any single individual associated with a vendor per year) or; | |
c) |
an occasional meal or entertainment such as a sporting event, a show, or comparable events, with the vendor present. If the vendor does not accompany you to such events then the cost of the tickets are subject to the gift and dollar limitations above. All entertainment or meals should be neither so frequent nor so extensive as to raise any question of propriety and may not be preconditioned on achievement of a sales target or volume of trades. |
Report all gifts given or received below (you are not required to report the usual or customary promotional items such as hats, pins, t-shirts, and similar items marked with a vendors logo):
For period January 1, through December 31, .
From whom received or to whom given | ||||||||||
Date |
Gift Description |
Name/Organization |
Est. Value |
Signature: |
|
DoubleLine Group LP
DoubleLine Equity LP
DoubleLine Group LP
Code of Ethics
Exhibit X.B.
Initial Political Contributions Report
Data is complete as of |
Please indicate all political contributions made for the two-year period prior to the date of this report. Contributions to political parties need not indicate election cycle or candidate, unless the contribution to the political party was earmarked for a particular election or candidate. Political contributions to political action committees also must be indicated on this form. All political contributions must be recorded on this form, regardless of the size of the contribution.
Please list in chronological order, starting oldest to newest.
¨ None.
Recipient |
City and State (location) of election |
Election (year and type. Ex. 2011 general election or 2012 primary election) |
Candidate for office of (ex. President, Governor, Mayor) |
Were you eligible to vote in the election (Yes or No) |
Date of Political Contribution |
Total $ | ||||||
I certify that the above information is complete and correct. I further certify that I have not paid or otherwise influenced another to make a political contribution.
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SIGNATURE | ||||||
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TYPE OR PRINT NAME | ||||||
|
||||||
DATE |
DOUBLELINE CAPITAL LP
DOUBLELINE EQUITY LP
DOUBLELINE GROUP LP
Foreign Corrupt Practices Act (FCPA) Questionnaire
Exhibit XI D
In keeping with DoubleLines adherence to the Foreign Corrupt Practices Act (FCPA), we require that all new Access Persons (and certain other persons) complete this questionnaire. Please respond to questions 1 and 2 below.
1. Are you now or have you ever been a Non-U.S. Government Official?*
Yes No
If you answered yes to this question, please complete the information requested below:
Your Name |
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Official Title |
||
Name of Government Body (Agency, Regulator, State Owned Entity, Ministry, etc.)
|
||
Country
|
||
Dates you were (are)Non-U.S. Government Official
|
From (mm/dd/year) To (mm/dd/year) |
|
Describe the Scope of your responsibilities
|
Attach additional information if more than one person and /or with more than one government body.
2. Is any member of your family (e.g., Spouse/Partner, Parent, Grandparent, In-laws, Sibling, Child,) a Non-U.S. Government Official, or do you have a close relationship with a Non-U.S. Government Official who has the ability to influence DoubleLines Business?
Yes No
If you answered yes to this question, please complete the information requested below:
Your Name |
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Name of Non-U.S. Government Official |
||
Official Title |
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Name of Government Body (Agency, Regulator, State owned Entity, Ministry, etc.) |
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Country |
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Dates this Individual was (is) Non-U.S. Government Official
|
From (mm/dd/year) To (mm/dd/year)
|
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Describe the scope of this Officials responsibility
|
||
Did this Non-U.S. Government Official refer you to DoubleLine? |
Yes No |
Attach additional information if more than one position and/or with more than one government body.
|
|
|
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Print Name |
Signature |
Date |
DoubleLine defines a *Non-U.S. Government Official as:
Non-U.S. Government Official is broadly defined and includes any employee, agent or representative of a non-US government, and any non-US political party, party official or candidate. This can include royalty, non-US legislators, representatives of non-US state-owned enterprises and sovereign wealth funds, trade delegations, and employees of public international organizations (including but not limited to the United Nations, the International Monetary Fund, the World Bank and many other international agencies), regardless of rank or position, and any individuals acting on behalf of a Non-U.S. Government Official.
This may involve activities done on a paid or unpaid basis.
Exhibit XI E
DOUBLELINE OPPORTUNISTIC CREDIT FUND
DOUBLELINE INCOME SOLUTIONS FUND
DOUBLELINE FUNDS TRUST
DOUBLELINE EQUITY FUNDS
DOUBLELINE CAPITAL LP
DOUBLELINE EQUITY LP
DOUBLELINE GROUP LP
REQUIRED ANNUAL ATTESTATIONS AND DISCLOSURES
DATE:
TO: |
CHIEF COMPLIANCE OFFICER |
FROM:
Please read this form carefully. Answer all questions completely, sign, date and return this form to the Chief Compliance Officer.
REQUIREMENT TO KEEP THIS INFORMATION CURRENT : You are required to promptly provide updated information, in writing, to the Chief Compliance Officer in the event any of the information that you report below changes or becomes inaccurate in any way.
1. |
I have received or have access to the DoubleLine Capital LP, DoubleLine Equity LP (each an Adviser), DoubleLine Group LP, DoubleLine Opportunistic Credit Fund (DBL), DoubleLine Income Solutions Fund (DSL)DoubleLine Funds Trust and DoubleLine Equity Funds (collectively, the Trust) (collectively the Companies) Code of Ethics (the Code). |
2. |
I am aware that the policies and procedures set forth in the Code are designed to assist me, the Companies and the Companies employees in compliance with legal and regulatory requirements, the Companies own internal standards, and to maintaining the trust and confidence of those individual with whom the Companies conducts business and to upholding high standards of integrity and business ethics. |
3. |
I have read and understand the Code and I agree to comply with it fully. |
4. |
I understand that any failure on my part to comply with all applicable laws, regulations, or requirements and the policies and procedures set forth in the Code may have serious adverse consequences for both me and the Companies and can lead to disciplinary actions by the Companies against me up to and including termination. |
5. |
If at any time I have any doubt, whatsoever, as to the correct policy or procedure to follow in relation to any matter covered by the Code, or if I am unclear as to the meaning or effect of anything contained in the Code, I agree to consult with legal or compliance personnel. |
6. |
If I am a new hire or otherwise new as an Access Person, I will provide records showing any and all political contributions made during the two year period prior to my becoming an Access Person. If this is my annual attestation, I have made all political contributions pursuant to requirements of the Code of Ethics and have made all such reports as are required by the Code of Ethics. If I have made no political contributions during the two-year period prior to my becoming an employee or in the year since my last annual attestation, I have indicated None on the following line. |
7. |
Since my date of employment with any of the Companies or the date of execution of my last Annual Attestation and Disclosure Form, whichever is later, I have complied fully with the Companies policies on directorships of public or private companies and, except with respect to the Companies, or as otherwise disclosed below, I do not currently serve as a director of any public or private companies. (If none, please indicate None) |
8. |
Since my date of employment with either of the Companies or the date of execution of my last Annual Attestation and Disclosure Form, whichever is later, I have complied fully with the Companies policies on outside business activities and, except with respect to the Companies, or as otherwise disclosed below, I am not currently engaged in any other business activities, or employed or compensated by any other person or serve as an officer, partner or employee of any business organization. (If none, please indicate None) |
9. |
Since my date of employment with either of the Companies or the date of execution of my last Annual Attestation and Disclosure Form, whichever is later, I have complied fully with the Companies policies on the reporting of accounts and transactions involving securities and other financial products. Without limiting the foregoing, I have notified the Companies with respect to all outside accounts opened for the purchase, holding or disposition of any financial products that are beneficially owned by: (i) me; (ii) my spouse or domestic partner; (iii) my child or a child of my spouse or domestic partner, provided, in each case, the child resides in the same household with, or is |
financially dependent upon, me; and (iv) any account as to which I have discretionary authority or direct influence or control, including any account for which I act as trustee, executor or custodian, but excluding any account for a client to the extent the discretion is exercised on behalf thereof. I have also notified the Companies with respect to accounts beneficially owned by any Immediate Family Member , as hereinafter defined, that shares a household with me, unless I have no direct or indirect influence or control over such account. For purposes of the foregoing, the term Immediate Family Member shall mean, any grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in law, brother-in law, or sister-in-law. In addition, in connection with each account, I have requested that duplicate copies of confirmations and account statements be provided to the Companies and have notified the Companies of all changes thereto. |
10. |
Since my date of employment with either of the Companies or the date of execution of my last Annual Attestation and Disclosure Form, whichever is later, I have complied fully with the Companies policies on the filing of Holdings Report Notification forms with respect to transactions in financial products are beneficially owned by: (i) me; (ii) my spouse or domestic partner; (iii) my child or a child of my spouse or domestic partner, provided, in each case, the child resides in the same household with, or is financially dependent upon, me; (iv) an Immediate Family Member that shares a household with me, unless I have no direct or indirect influence or control over such transaction. |
11. |
Since my date of employment with either of the Companies or the date of execution of my last Annual Attestation and Disclosure Form, whichever is later, I have not received any third party compensation, except as indicated below. (If none, please indicate None) |
12. |
I acknowledge the confidential nature of nonpublic information regarding our clients. Consistent with applicable policies and guidelines, I will respect and safeguard the privacy of our clients and the confidential nature of their information. Without limiting the general nature of this commitment, I will not access or seek to gain access to confidential information regarding any past or present client, except in the course of fulfilling my job responsibilities. I understand that in this context, confidential information is considered to be all nonpublic information that can be personally associated with an individual. |
I will not use another persons computer sign-on or computer access code or provide another the use of my sign-on code to gain access to confidential information without proper authorization. I will not disclose confidential information to those who are not authorized to receive it. In addition, I will not, without proper authorization, copy or preserve by paper writing, electronic, or any other means confidential information, nor will I disseminate any such information without proper authorization. If I am in doubt about whether the authorization provided is proper, I will consult the Companies Compliance or legal personnel for guidance. |
I acknowledge the receipt of my IDs and Passwords. I understand that passwords are the equivalent of my signature. I understand that I will only access information that is required for me to perform my assigned tasks. I acknowledge that if I disclose passwords to any other person, I will be fully accountable and responsible for any use or misuse by that individual to the same extent as if I had performed the act or omission. If I have any reason to believe that the confidentiality of my passwords has been violated, I will notify my supervisor immediately and ensure that the passwords are promptly changed. |
13. |
I have complied fully with the Companies insider-trading policy as set forth in the Code, and I have read and understand the Companies policy on the use of material, non-public information. |
14. |
I have reviewed and understand my personal obligations regarding the filing requirements under Sections 16(a) and 16(b) of the Exchange Act as they apply to me, including, but not necessarily limited to, Forms 3, 4 and 5. |
15. |
Authorization is hereby granted to the Companies to open any and all mail and monitor all forms of communication addressed to my attention and delivered to the Companies. |
16. |
Nothing has changed in my disclosures regarding non-US Government Officials and the Foreign Corrupt Practices Act since my last report. (Otherwise, I will complete a new form regarding non-US Government Officials and submit it with this attestation.) |
17. |
I understand that a willful misstatement or omission of information requested on this form, or a violation of any applicable federal or state law, regulatory or self-regulatory organization requirement, or any of the Advisers, DBLs, DSLs or the Trusts policy or procedures, as set forth in the Code, or otherwise, may be considered grounds for termination of my employment and other disciplinary action by the Companies. |
18. |
I have not ever been charged with, pled guilty or nolo contondere (no contest) to or been convicted of a felony. |
19. |
I have not ever been charged with, convicted of, or pled guilty or nolo contendere in a domestic, foreign, or military court to a misdemeanor involving: investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses. |
20. |
I have not ever been named in or subject to any finding or disciplinary action of any kind imposed by any state, U.S.,. or non-U.S. regulatory or self-regulatory body with authority over any of the Companies lines of business or any aspect of the U.S. financial markets, such as but not limited to: the SEC, FINRA, Commodities Futures Trade Commission (CFTC) or National Futures Association (NFA). |
21. |
I have not ever been found by any U.S. Federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority to have made a false statement or omission, or to have been dishonest, unfair, or unethical; to have been involved in a violation of investment-related regulations or statutes; or to have been the cause of an |
investment-related business having its authorization to do business denied, suspended, revoked, or restricted. I have not ever had a federal regulatory agency, state regulatory agency, or foreign financial regulatory authority prevent me from associating with an investment-related business, restrict my activity, enter an order against me in connection with an investment related activity, or impose a civil money penalty on me. |
22. |
I have not ever had a license or authorization to serve as a registered person or as someone in a similar capacity be denied, suspended or revoked, nor have I ever had a license or authorization to serve as an attorney, accountant or federal contractor either be suspended or revoked. |
23. |
I have not ever had a court enter any order or make any finding against me related to any investment-related statutes or investment related activities;, dismiss, pursuant to a settlement agreement, an investment related civil action brought against me by a state or foreign financial regulatory authority; enjoin, or otherwise limit, me from engaging in any investment-related activity or from violating any investment-related statute, rule, or order. I am not a party to any proceeding whatsoever that could lead to such a court order. |
24. |
I am not aware of any item that is required to be reported to any employer that hires me. I am not aware of any item related to me that any of the Companies would be required to report to any regulatory entity. I am not the subject of any regulatory or civil proceeding that could result in a change to the responses in this attestation. |
SIGNATURE |
TYPE OR PRINT NAME |
DATE |
GUARDIAN CAPITAL LP
CODE OF BUSINESS CONDUCT
TABLE OF CONTENTS
I DEFINITIONS |
2 | |||
II FUNDAMENTALS |
5 | |||
III ADMINISTRATION AND COMPLIANCE |
6 | |||
DISSEMINATION OF THE CODE ANNUAL AFFIRMATION BREACH OF COMPLIANCE COMPLIANCE OFFICER SECURITIES REGULATION INDUSTRY STANDARDS COMMUNICATION WITH REGULATORY BODIES |
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6
6 6 6 7 7 7 |
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IV STANDARD OF CONDUCT |
8 | |||
COMPLIANCE WITH THE LAW AND INDUSTRY STANDARDS FIDUCIARY RESPONSIBILITY INTEGRITY AND FAIRNESS SKILL, CARE AND DILIGENCE CONFIDENTIALITY |
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8
8 8 8 8 |
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V CONFLICTS OF INTEREST |
9 | |||
GENERAL PROHIBITED CONDUCT DISCLOSURE OF BUSINESS ACTIVITIES INSIDE INFORMATION FRONTRUNNING PRE-CLEARANCE OF TRADES IN PERSONAL ACCOUNTS RESTRICTED SECURITIES BLACKOUT PERIODS FREQUENT, EXCESSIVE AND SHORT-TERM TRADING REPORTING REQUIREMENTS FAMILY ACCOUNTS PRIVATE PLACEMENTS INITIAL PUBLIC OFFERINGS AND LIMITED OFFERINGS SERVING AS A DIRECTOR GIFTS AND ENTERTAINMENT PAYMENTS TO GOVERNMENT PERSONNEL |
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9
9 9 10 10
10
11 11 12 13 13 13 14 14 14 |
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I DEFINITIONS
For purposes of this Code of Business Conduct, the terms below have the following meanings:
a) Access Person means any Associate, and any individual who is not an Associate but who has been designated by Guardians Chief Compliance Officer as an Access Person, who has, or is able to obtain access to, non-public information concerning the portfolio holdings, the trading activities or the ongoing investment programs of the Managed Accounts of Guardian, provided that each Associate is deemed to be an Access Person unless otherwise notified in writing by Guardians Chief Compliance Officer;
b) Associate means an employee, officer or director of Guardian or its general partner;
c) Code means this Code of Business Conduct;
d) Compliance Officer means any individual member of Guardians Compliance Department who is designated by Guardians Chief Compliance Officer as having been given the responsibility for monitoring compliance with this Code and other applicable regulatory, legal and Client mandate requirements;
e) Covered Security means any Security except: (i) direct obligations of the Government of the United States, (ii) bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, and (iii) shares issued by an open-end US Mutual Fund;
f) Guardian means Guardian Capital LP;
g) Inside Information means, in relation to a reporting issuer, confidential information of a material nature that has not been generally disclosed to the public, whether by way of a press release, material change report, financial statements, information circular or a similar publicly available document;
h) Managed Accounts means all accounts managed by Guardian including those for pension plans, corporations and trusts, individuals, operating and endowment funds, deferred profit-sharing funds and mutual funds, including any US Mutual Fund;
i) Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(5) [ 15 U.S.C. 77d(2) or 77d(5) ] or pursuant to rule 504, rule 505, or rule 506 [17 CFR 230.504 , 230.505 , or 230.506 ] under the Securities Act of 1933 ;
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j) Personal Accounts means investment accounts over which an Access Person has investment decision-making authority, including, without limitation, those of the Access Person and his or her immediate family (including spouse, children, parents and other immediate family members), but does not include an account in respect of which the Access Person has fully delegated discretionary decision-making authority to a professional investment advisor;
k) Pre-clearance Exempt Securities means fixed-income securities issued or guaranteed by a government or chartered financial institution, open-end or closed-end mutual funds, index exchange-traded funds (index ETFs), other ETFs that hold a broad basket of securities, index-based derivative products, and securities purchased pursuant to an automatic dividend reinvestment plan;
l) Reportable Security means any Security except (i) direct obligations of the Government of the United States, (ii) bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, (iii) shares issued by money market funds, (iv) shares issued by open-end funds other than a US Mutual Fund in respect of which Guardian serves as investment adviser, (v) shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which is a US Mutual Fund in respect of which Guardian serves as investment adviser;
m) Security means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing;
n) US Access Person means: (i) any director or officer of Guardian, and (ii) any Associate who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of Covered Securities by a US Mutual Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales;
o) US Federal Securities Laws means the Securities Act of 1933 ( 15 U.S.C. 77a-a a), the Securities Exchange Act of 1934 ( 15 U.S.C. 78a-m m), the Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 ( 15 U.S.C. 80a ), the Investment Advisers Act of 1940 ( 15
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U.S.C. 80b ), title V of the Gramm-Leach-Bliley Act (Pub. L. 106-102, 113 Stat. 1338 (1999 ), any rules adopted by the Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act ( 31 U.S.C. 5311-531 4; 5316-5332) as it applies to US Mutual Funds and investment advisers, and any rules adopted thereunder by the Securities and Exchange Commission or the US Department of the Treasury;
p) US Mutual Fund means an investment company registered under the Investment Company Act of 1940 ( 15 U.S.C. 80a ) .
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II FUNDAMENTALS
Guardian seeks to conduct its business in accordance with all laws, the codes and standards of professional conduct of industry-related governing bodies (e.g. CFA Institute), accepted industry practice and the highest standards of integrity and fair dealing. It is incumbent on all Associates of Guardian to be knowledgeable of, and to act in compliance with, legal and regulatory requirements as they relate to their responsibilities and their actions on behalf of Guardian. To the extent that they lack such knowledge, or have any doubts relating to any issues or situations which may arise, it is the responsibility of each Associate to seek the assistance of Guardians Compliance Department.
The spirit, as well as the letter, of this Code must be observed. Observance of the precise wording of the principles, procedures and rules does not suffice where there is a clear breach of the spirit. The highest level of personal integrity is expected of all Associates.
This Code applies to all Guardian Associates, and supplements any other Codes of Business Conduct applicable to Associates of Guardian.
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III ADMINISTRATION AND COMPLIANCE
Dissemination of the Code
Guardian shall provide each Associate with a copy of this Code of Business Conduct, and any amendments.
Annual Affirmation
Each Associate shall affirm annually, in writing, to Guardians Compliance Officer, that:
a) |
they have received and read the Code of Business Conduct, and any amendments; |
b) |
they understand it; |
c) |
they agree to adhere to the Code of Business Conduct in all of their dealings; and |
d) |
they have adhered to the Code of Business Conduct in the prior year. |
Breach of Compliance
Failure to comply with the provisions of this Code may be grounds for a warning, revision of responsibilities, suspension or dismissal without further notice, depending on the severity of the particular circumstances. As well, failure to comply with certain sections of this Code may be a violation of securities laws and may be punishable accordingly.
Associates who become aware of any violation of this Code must report the violation promptly to Guardians Chief Compliance Officer. Associates who make or discover serious errors, or who discover or suspect wrongdoing, shall report the discovery or suspicion immediately to their Manager and/or to Guardians Compliance Department. Guardian expects each Associate to cooperate truthfully and completely whenever a review of business practices, or an inquiry into an error or wrongdoing, occurs.
Compliance Officer
Although responsibility for compliance rests with each Associate, Guardians Compliance Officer is available to assist Associates to conduct their business in accordance with the relevant rules and regulations. Associates should not attempt
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October 2014 | |||
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to resolve difficult or unfamiliar questions alone. When in doubt on a matter of interpretation regarding the propriety of a particular course of action, Associates should contact the Compliance Officer.
Securities Regulation
Associates are required to comply with the law. Copies of the main governing securities legislation and other pertinent regulations affecting Guardian are available upon request from the Compliance Officer. These include, but are not limited to:
a) |
the Securities Act (Ontario); |
b) |
the Commodity Futures Act (Ontario); |
c) |
the securities regulations, instruments and policies of Ontario and each of the other Canadian jurisdictions in which Guardian is registered to carry on business as a Portfolio Manager; and |
d) |
Securities and Exchange Commission (SEC) regulations and US Federal Securities Laws . |
Industry Standards
The main industry-related association applicable to Guardian is the CFA Institute which sets standards of acceptable industry practice. Accordingly, relevant documents issued by this organization are available to Associates, including:
a) |
CFA Code of Ethics and Standards of Professional Conduct; and |
b) |
Global Investment Performance Standards (GIPS). |
Communication with Regulatory Bodies
All communications in respect of any investigation of compliance queries by regulatory bodies should be referred immediately to the Compliance Officer. It is prohibited for unauthorized individuals to engage in discussions with, or provide information, records or documents to, any external party in connection with a regulatory investigation or similar matter.
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IV STANDARD OF CONDUCT
Compliance with the Law and Industry Standards
Associates should discharge their duties in a manner consistent with accepted industry standards. Associates shall, at a minimum, adhere to applicable law, the terms of this Code and the CFA Code of Ethics and Standards of Professional Conduct. Applicable law includes, without limitation, applicable Canadian securities regulation and US Federal Securities Laws.
Fiduciary Responsibility
Associates shall discharge their duties honestly, in good faith, and in the best interest of Guardians Managed Accounts. As part of this fiduciary duty, Associates must place the best interests of Clients first. In addition, all personal securities transactions of Associates must be conducted in accordance with this Code.
Integrity and Fairness
Associates shall observe the highest standards of integrity and fair dealing.
Skill, Care and Diligence
Associates shall exercise the degree of care, diligence and skill that a person acting in a like capacity and familiar with such matters would exercise under the circumstances.
Confidentiality
All information obtained by Associates in the discharge of their duties is confidential. Associates shall safeguard such information and shall not disclose it except to other Associates, unless their duties require such disclosure or such disclosure is authorized or required by law.
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V CONFLICTS OF INTEREST
General
A conflict of interest arises when an individual has or appears to have:
Ø |
an interest in a transaction or investment (whether actual or proposed) by Guardian; or |
Ø |
a personal relationship which may or may appear to compromise his or her independence or ability to provide an impartial and objective decision, recommendation or assessment of the facts. |
When a conflict of interest arises, affected Associates must remove themselves from any decision, recommendation or assessment of the facts in connection with the relevant matter.
It is imperative that disclosure of actual or potential conflicts of interest take place immediately after an Associate becomes aware that there is, or appears to be, a conflict. Disclosure must be made to the Compliance Department.
Prohibited Conduct
It is prohibited for any Associate to:
a) |
employ any device, scheme or artifice to defraud a Managed Account; |
b) |
make any untrue statement of a material fact to a Managed Account or omit to state a material fact necessary in order to make the statements made to the Managed Account, in light of the circumstances under which they are made, not misleading; |
c) |
engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon any Managed Account; |
d) |
engage in any manipulative practice with respect to a Managed Account. |
Disclosure of Business Activities
Associates must complete and submit to Guardians Compliance Officer an annual Compliance Certificate which will include a listing of:
a) |
directorships and similar affiliations held by the Associate; |
b) |
enterprises with which Guardian has a business relationship in which the Associate holds an interest or for which they serve as an officer, director, trustee, partner or principal; |
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c) |
debts owed by the Associate to business enterprises with which Guardian has a business relationship; and |
d) |
gifts, benefits, and favours received during the year that are directly or indirectly connected to the performance of their responsibilities except for those prescribed by their office, or which are not of more than a de minimus value. |
Inside Information
Each Associate of Guardian is required to comply with Guardians policies on insider trading.
Associates, who have actual knowledge of Inside Information about any reporting issuer, are prohibited from any involvement in trading in the securities of that reporting issuer until such time as the Inside Information has been disclosed to the public.
In addition, Associates are not permitted to inform, or tip, another person or company of any Inside Information with respect to a reporting issuer, other than in the necessary course of business. Files containing Inside Information must be maintained with limited access on a need-to-know basis.
Associates must exercise judgment in determining whether they possess Inside Information.
Frontrunning
Associates shall conduct themselves in such a manner that investments relating to the discharging of their responsibilities to Guardian and its Clients have priority in all respects over investments of a personal nature.
Pre-Clearance of Trades in Personal Accounts
Each Access Person must seek and obtain written approval in accordance with the procedures set out below, prior to purchasing or selling a security or derivative product, other than Pre-clearance Exempt Securities, in a Personal Account.
The pre-clearance of trades requires the approval of the Compliance Officer. The Compliance Officer will endeavour to respond to pre-clearance requests on the same day the request is made.
The Compliance Officer will determine the period of time during which the Access Person may conduct the approved trade. The Access Person must re-apply for prior approval if any part of the approved trade has not been completed by the end of the trading approval period and that person still wishes to complete the trade.
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The Compliance Officer may develop de minimus and other exception rules to permit a personal trade to proceed where there is no likelihood of the trade being contrary to legal and regulatory requirements, or the best interests of the Managed Accounts.
Restricted Securities
Guardians Compliance Officer will be responsible for determining those companies for which the trading of securities is subject to constraints.
In determining which securities are to be considered restricted, Guardians Compliance Officer will adhere to the rules of law and to the principle that the interests of the Managed Accounts are paramount and supersede those of Guardian and its Associates.
Companies for which personal trading will be restricted include those in respect of which Guardian:
a) |
has, or is likely to have, Inside Information; or |
b) |
is trading securities related to the company for a Managed Account. |
A trade pre-clearance request will, generally, not be approved where Guardian has a pending buy or sell order.
Blackout Periods
A trade pre-clearance request will, generally, not be approved where Guardian has executed a Client trade in the security within the current trading day or the previous trading day. However, the Compliance Officer will, generally, grant an exemption from this blackout period in circumstances where the proposed trade is in a large capitalization stock (greater than CAD$5 billion market capitalization) where it is highly unlikely that either Guardians Client trading or the personal trading could affect the market price.
Frequent, Excessive and Short-Term Trading
Access Persons are strongly discouraged from profiting in the purchase and subsequent sale, or sale and subsequent repurchase, of Securities in Personal Accounts within 60 calendar days. Frequent or excessive trading in Personal Accounts is also discouraged, since a very high volume of personal trading can be time-consuming and can increase the risk of actual conflicts or mere appearance of conflicts with Clients portfolio transactions. A trade pre-clearance request will, generally, not be approved where the affected Access Person has traded in the same security, in the opposite direction, within the previous 60 calendar days.
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Reporting Requirements
Access Persons are required to arrange for reports of their portfolio holdings and securities transactions sent to the Compliance Officer on a periodic basis.
Each Access Person must submit a holdings report to the Compliance Officer no later than 10 days after becoming an Access Person. The information contained in this report must be current as of a date no more than 45 days prior to the date the Associate became an Access Person.
Each Access Person must submit a holdings report at least once each year, not later than 45 days after the end of the preceding calendar year. Information contained in holdings reports must be current as of December 31.
Holdings reports must contain, at a minimum:
(A) the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, the number of shares, and the principal amount of each Reportable Security and each Covered Security in which the Access Person has any direct or indirect beneficial ownership; and
(B) the name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Persons direct or indirect benefit.
Holdings reports shall be date-stamped when they are submitted to the Compliance Officer.
Holdings reports are not required in connection with accounts over which the Access Person had no direct or indirect influence or control.
Access Persons are required to instruct their broker(s), in writing, to directly provide Guardians Compliance Officer with quarterly or monthly brokerage account statements for their Personal Accounts. To the extent that all of the aforementioned information is contained in these brokerage account statements, no additional reporting is required.
In addition, Access Persons shall instruct their broker(s), in writing, to directly provide Guardians Compliance Officer with a copy of each transaction in securities in their Personal Accounts, at the time the transaction is confirmed.
To the extent that it does not duplicate information contained in the aforementioned accounts statements and trade confirmations, Access Persons are required to provide a quarterly transaction report no later than 30 days after the end of each calendar quarter, which report must cover, at a minimum, all transactions during the quarter.
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Transaction reports must contain, at a minimum, the following information about each transaction involving a reportable security in which the access person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:
(A) the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security and Covered Security involved;
(B) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
(C) the price of the security at which the transaction was effected; and
(D) the name of the broker, dealer or bank with or through which the transaction was effected.
Transaction reports shall be date-stamped when they are submitted to the Compliance Officer. Transaction reports need not contain information about transactions effected pursuant to an automatic reinvestment plan.
Family Accounts
Where accounts of Associates family members are also Client accounts of Guardian, such accounts will be exempt from pre-clearance and reporting requirements if they are managed by an Associate other than the relevant family member, and provided they are not Personal Accounts. Such accounts will then be treated like any other firm account, and shall neither be given special treatment nor disadvantaged because of the existing family relationship with an Associate. In such a case, the related Associate must not be involved in, or be consulted in, investment decisions for the Account, or the Account will be subject to pre-clearance and reporting requirements.
Private Placements
Access Persons must pre-clear private placement transactions in Personal Accounts with the Compliance Officer.
Initial Public Offerings and Limited Offerings
Access Persons are prohibited, unless pre-cleared by the Compliance Officer, from directly or indirectly acquiring beneficial ownership in any security in an initial public offering (IPO) or in a Limited Offering.
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Serving as a Director
Associates require pre-clearance from Guardians Compliance Officer prior to accepting an appointment as a director of a public company or any other business enterprise.
Gifts and Entertainment
Business gifts and entertainment are customary courtesies designed to build goodwill and constructive relationships among business partners. These courtesies may include such things as meals and beverages, tickets to sporting or cultural events, discounts not available to the general public, accommodation and other merchandise or services, subject of course to applicable laws and so long as these courtesies do not compromise, or appear to compromise, an Associates ability to make fair and objective business decisions.
Offering or receiving any gift, gratuity or entertainment that might be perceived to unfairly influence a business relationship should be avoided. These guidelines apply at all times and do not change during traditional gift-giving seasons.
No gift or entertainment should ever be offered, given, provided, authorized or accepted by any Associate or their family members unless it is not a cash gift, is consistent with customary business practices, is not excessive in value, cannot be construed as a bribe or payoff, and does not violate any laws. Strict rules apply when Guardian does business with governmental agencies and officials, as discussed in more detail below. Associates should discuss with the applicable department head and with their clients or business partners any gifts or proposed gifts about which they have any questions.
Associates shall not use their position to seek gifts, benefits or favours. Where there is any doubt about whether a particular gift, benefit or favour is excessive in value, the Associate should seek approval from the Compliance Officer.
Payments to Government Personnel
Associates must comply with all laws prohibiting improper payments to domestic and foreign officials.
Certain governments have laws regarding business gifts that may be accepted by government personnel. The promise, offer or delivery to an official or employee of various governments of a gift, favour or other gratuity in violation of these laws would not only violate Guardian policy but could also be a criminal offence. Illegal payments must not be made to government officials of any country. The Compliance Department can provide guidance to Associates in this area.
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