EXHIBIT 99.CODE ETH
ASTON FUNDS
(EACH SERIES A "FUND" AND COLLECTIVELY THE "FUNDS")
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER AND
SENIOR FINANCIAL OFFICERS ("OFFICER CODE")
INTRODUCTION
Aston Funds (the "Trust) requires the Principal Executive Officer,
Principal Financial Officer or other Trust Officer performing similar functions
as set forth in Exhibit A ("Covered Officers") to maintain the highest ethical
and legal standards while performing their duties and responsibilities to the
Trust, with particular emphasis on those duties that relate to the preparation
and reporting of financial information of the Trust. The following overriding
principles govern the conduct of Covered Officers:
- Covered Officers shall act with honesty and integrity, avoiding actual
or apparent conflicts of interest between personal and professional
relationships and shall promptly report any potential conflicts.
- Covered Officers shall not use their personal influence or personal
relationships improperly to influence investment decisions or
financial reporting by the Trust whereby the Covered Officer would
benefit personally to the detriment of a Fund or take action, or fail
to take action, for the individual personal benefit of the Covered
Officer rather than the benefit of the Funds.
- Covered Officers shall promote full, fair, accurate, timely and
understandable disclosure in reports and documents that the Fund files
with, or submits to, the Securities and Exchange Commission ("SEC")
and in other public communications made by the Trust and that are
within the Covered Officer's responsibility.
- Covered Officers shall promote compliance with applicable laws and
governmental rules and regulations.
- Covered Officers shall promptly report violations of the Officer Code.
Covered Officers are reminded of their obligations under the Code of Ethics
of the Fund and Aston Asset Management LLC adopted under Rule 17j-l of the
Investment Company Act of 1940, as amended (the "1940 Act"). The obligations
under those codes apply independently of this Code and are not a part of this
Officer Code.
CONFLICTS OF INTEREST
OVERVIEW. Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to and seek to avoid situations that may give
rise to actual as well as apparent conflicts of interest. A "conflict of
interest" occurs when a Covered Officer's private interest interferes with the
interests of, or his or her service to, the Trust. For example, a conflict of
interest would arise if a Covered Officer, or a member of his or her family,
receives improper personal benefits as a result of his or her position with the
Trust.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Funds and already are subject to conflict of interest
provisions in the 1940 Act and the Investment Advisers Act of 1940, as amended
(the "Advisers Act"). For example, Covered Officers may not individually engage
in certain transactions (such as the purchase or sale of securities or other
property) with a Fund because of their status as "affiliated persons" of the
Funds. The Funds and their advisers (which term shall include any subadviser)
have adopted compliance programs and procedures designed to prevent, or identify
and correct, violations of these provisions. This Officer Code does not, and is
not intended to, duplicate or replace these programs and procedures, and such
conflicts fall outside of the parameters of this Officer Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationships
between the Funds and the investment adviser of which the Covered Officers are
also officers or employees. As a result, this Officer Code recognizes that
Covered Officers will, in the normal course of their duties (whether formally
for the Trust or for the adviser, or for both), be involved in establishing
policies and implementing decisions that will have different effects on the
adviser and the Funds. The participation of the Covered Officers in such
activities is inherent in the contractual relationship between the Funds and the
adviser and is consistent with the performance by the Covered Officers of their
duties as officers of the Trust. Thus, if performed in conformity with the
provisions of the 1940 Act and the Advisers Act, such activities will be deemed
to have been handled ethically.
Other conflicts of interest are covered by this Officer Code, even if such
conflicts of interest are not subject to provisions in the 1940 Act and the
Advisers Act. The following list provides examples of conflicts of interest
under this Officer Code, but Covered Officers should keep in mind that these
examples are not exhaustive.
DISCLOSURE OF POTENTIAL CONFLICTS. Each Covered Officer shall provide
prompt and full disclosure to the Code Compliance Officer (as defined below), in
writing, prior to entering into any material transaction or relationship which
may reasonably be expected to give rise to a conflict (other than conflicts
arising from the advisory relationship). This includes, but is not limited to,
the following:
- service as a director, officer, partner, consultant or in any other
key role with any company with which a Fund has current or prospective
business dealings;
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- the receipt by a Covered Officer and his or her family members of any
gifts from any company with which a Fund has current or prospective
business dealings if it influences or gives the appearance of
influencing the recipient;
- the receipt of customary business amenities from any company with
which a Fund has current or prospective business dealings unless such
amenity is business-related, reasonable in cost, appropriate as to
time and place, and neither so frequent nor so costly as to raise any
question of impropriety;
- any ownership by a Covered Officer and his or her family members of
significant financial interest in any company with which a Fund has
current or prospective business dealings, other than its investment
adviser, principal underwriter, transfer agent or any affiliated
person thereof; and
- a direct or indirect financial interest in commissions, transaction
charges or spreads paid by a Fund for effecting portfolio transactions
or for selling or redeeming shares other than an interest arising from
the Covered Officer's employment, such as compensation or equity
ownership.
DISCLOSURE AND COMPLIANCE
- Each Covered Officer should familiarize himself or herself with the
disclosure requirements generally applicable to the Funds.
- Each Covered Officer should, to the extent appropriate within his or
her area of responsibility, consult with other officers and employees
of the Trust and the adviser or its affiliates with the goal of
promoting full, fair, accurate, timely and understandable disclosure
in such reports and documents the Trust files with, or submits to, the
SEC.
- Each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the Funds to others, whether
within or outside the Funds, including to the trustees and auditors of
the Trust, and to governmental regulators and self-regulatory
organizations.
- It is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by laws, rules and
regulations applicable to the Funds.
REPORTING AND ACCOUNTABILITY
- Upon adoption of the Officer Code (or thereafter as applicable, upon
becoming a Covered Officer), each Covered Officer shall affirm in
writing to the Code Compliance Officer that he or she has received,
read and understands the Officer Code. Annually thereafter each
Covered Officer shall affirm that he or she has complied with the
requirements of the Officer Code.
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- Each Covered Officer shall notify the Code Compliance Officer promptly
if he or she knows of any violation of this Officer Code. Failure to
do so is itself a violation of this Officer Code.
- A Covered Officer must not retaliate against any officer or employee
of the Trust or its affiliated persons for reports of potential
violations that are made in good faith.
- The provisions of this Officer Code, other than amendments to Exhibit
A, and any waivers, including implicit waivers, shall be disclosed in
accordance with SEC rules and regulations.
CODE ADMINISTRATION
Except as described below, the Code Compliance Officer is responsible for
applying this Officer Code to specific situations in which questions may arise
and has the authority to interpret this Officer Code in any particular
situation. The Trustees of the Trust hereby designate Stuart Bilton as the Code
Compliance Officer. The Code Compliance Officer (or his designee) shall take all
action he considers appropriate to investigate any actual or potential conflicts
or violations reported to him.
Any matters that the Code Compliance Officer believes are a conflict or
violation will be reported to the Audit Committee, which shall determine
sanctions or other appropriate action. No Covered Officer who is a member of
such committee may participate in any determination under this Officer Code. The
Audit Committee shall be responsible for reviewing any requests for waivers from
the provisions of this Officer Code. Any violations of this Officer Code, any
waivers granted from the Officer Code and any potential conflicts and their
resolution shall be reported to the Trustees of the Trust at the next regular
meeting.
Any amendments to this Officer Code, other than amendments to Exhibit A and
clerical or administrative corrections, must be approved or ratified by a
majority vote of the Trustees, including a majority of independent trustees.
CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Officer
Code will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Officer Code, such
matters shall not be disclosed to anyone other than the Trustees, the Trust,
counsel to the Trust and the investment adviser of the Funds.
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INTERNAL USE
The Officer Code is intended solely for the internal use by the Trust and
does not constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance or legal conclusion.
* * * * *
ADOPTED: SEPTEMBER 18, 2003
REVISED: NOVEMBER 30, 2006
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EXHIBIT A
Persons Covered by this Code of Ethics
NAME TITLE
- ---- -----
Stuart D. Bilton Chief Executive Officer
Gerald F. Dillenburg Treasurer and Principal Financial Officer