Aspiration Redwood (REDWX) PRE 14APreliminary proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [  ]

Check the appropriate box:

ASPIRATION FUNDS

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Aspiration Redwood Fund

4551 Glencoe Avenue
Marina Del Rey, CA 90292
(800) 683-8529

[date]

Dear Shareholder:

Aspiration Redwood Fund

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of the Fund:

This Notice presents an overview of the more complete Proxy Statement, which contains important information and is available on the Fund’s website or by mail. This Notice is not a ballot or other form for voting. The Proxy Statement is also available at https://vote.proxyonline.com/ and a paper copy can be obtained at no charge by calling (877) 478-5047. In addition, the Fund will furnish, without charge, a copy of the Fund’s most recent Annual and Semi-Annual Reports to shareholders upon request, which may be made either by writing to the Fund at the address above or by calling toll-free (800) 683-8529. The Annual and Semi-Annual Reports will be mailed to you by first-class mail within three business days of your request.

Aspiration Redwood Fund

4551 Glencoe Avenue
Marina Del Rey, CA 90292
(800) 683-8529

PROXY STATEMENT

FOR A SPECIAL MEETING OF SHAREHOLDERS

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of Aspiration Funds, a Delaware statutory trust (the “Trust”), on behalf of the Aspiration Redwood Fund (the “Fund”), to be used in connection with a Special Meeting of Shareholders of the Fund to be held on March 13, 2024 (the “Meeting”).  All persons who are shareholders of the Fund as of the close of business on December 29, 2023 (the “Record Date”) will be entitled to notice of and to vote at the Meeting.  At the Meeting, shareholders of the Fund will be asked to vote on the following proposals (collectively, the “Proposals”):

The Fund knows of no other business to be voted upon at the Meeting other than the Proposals set forth above.

The mailing address of the principal executive offices of the Fund is 4551 Glencoe Avenue, Marina Del Rey, CA 90292. The approximate date on which this Proxy Statement and form of proxy are first being sent to shareholders of the Fund is [  ].

Shares represented by proxies, unless previously revoked, will be voted at the Meeting in accordance with the instructions of the shareholders.  If no instructions are given, the proxies will be voted in favor of the proposals.  The duly appointed proxies may, in their discretion, vote upon such other matters as may properly come before the Meeting.  To revoke a proxy, the shareholder giving such proxy must either submit to the Fund a subsequently dated proxy, deliver to the Fund a written notice of revocation or otherwise give notice of revocation at the Meeting, in all cases prior to the exercise of the authority granted in the proxy.

The presence in person or by proxy of the holders of record of one-third of the outstanding shares of the Fund shall constitute a quorum at the Meeting, permitting action to be taken.  If a shareholder vote is called and a quorum is not present at the Meeting, a majority of the shareholders present at such meeting or the Board may adjourn the Meeting without further notice other than announcement at the Meeting. At any adjourned meeting at which a quorum is present, any action may be taken that could have been taken at the Meeting originally called.

PROPOSAL 1


TO APPROVE A NEW INVESTMENT ADVISORY
AGREEMENT FOR THE FUND

You are being asked to approve an Investment Advisory Agreement (the “New Advisory Agreement”) between the Trust, on behalf of the Fund, and Mission Investment Advisors LLC (the “New Adviser”), a copy of which is provided in Exhibit A to this Proxy Statement.  Additional information about the New Adviser is provided below under the heading “Information About the New Adviser” and in Exhibit B to this Proxy Statement.

Why are shareholders of the Fund being asked to approve the New Advisory Agreement?

As part of a management-led buyout, on February 11, 2024, Aspiration Partners Inc. (“Aspiration Partners”), the parent entity of Aspiration Fund Adviser, LLC (the “Current Adviser”), and MFP Capital Group, Inc. (“MFP Capital Group”), the parent entity of the New Adviser, entered into a purchase agreement. Pursuant to this agreement, Aspiration Partners agreed to sell certain assets related to Aspiration Partners’ consumer finance business to MFP Capital Group, including the Aspiration brand and the intellectual property and technology held by Aspiration Partners (the “Transaction”), subject to the satisfaction of certain conditions set forth in the agreement (including obtaining certain third party consents).  Mission Financial Partners LLC (“Mission Financial”), a subsidiary of MFP Capital Group, relatedly has entered into services agreements with Aspiration Partners pursuant to which Mission Financial has agreed to provide operational support to the Current Adviser during this transition period and to oversee the eventual winding down and termination of the Current Adviser.  In addition, Mission Financial agreed to offer employment to, and currently does employ, certain employees who were involved in Aspiration Partners’ consumer financial business to continue managing the business and the operations of the Current Adviser and the Fund.  Aspiration Partners has also granted MFP Capital Group a license to use its intellectual property until the closing of the purchase agreement or such other mutually agreed time.

MFP Capital Group, a Delaware corporation, was incorporated on September 18, 2023 to acquire and restructure Aspiration Partners’ consumer finance business as part of a management-led buyout.  Timothy L. Newell, the current Chief Executive  Officer of the Current Adviser and the head of its consumer finance business, is the sole shareholder of MFP Capital Group.  The New Adviser, a Delaware limited liability company, is a wholly-owned subsidiary of MFP Capital Group.  The New Adviser was formed on December 7, 2023 to serve as the investment manager to the Fund.

The Board approved the New Advisory Agreement at meeting held on December 18, 2023.

What are the terms of the New Advisory Agreement?

The form of the New Advisory Agreement is attached as Exhibit A to this Proxy Statement.  The description in this section of the terms of the New Advisory Agreement is qualified in its entirety by reference to that exhibit.  The terms of the New Advisory Agreement approved by the Board and proposed for shareholder approval are identical in all material respects to the last investment advisory agreement approved by shareholders of the Fund (the “Previous Advisory Agreement”) except for the structure of the management fee (discussed in more detail below).  In addition, if the New Advisory Agreement is approved by shareholders, the New Adviser will replace the Current Adviser as the investment manager to the Fund and, in that capacity, the New Adviser will oversee the investment performance, operations and compliance of UBS Asset Management (Americas) Inc. (the “Sub-Adviser”).  The services to be provided by the New Adviser under the New Advisory Agreement are intended to be identical to the services provided by the Current Adviser.

Under the New Advisory Agreement, the New Adviser will, subject to the supervision of the Board, provide a program of continuous investment management for the Fund in accordance with the Fund’s investment objectives, policies and limitations. The Previous Advisory Agreement contained identical provisions.

The New Advisory Agreement will run for an initial term of two years and may be renewed annually thereafter so long as it is approved by a majority of the Fund’s Trustees, including a majority of the Fund’s Independent Trustees, or by the vote of a majority of the outstanding shares of the Fund.  Like the Previous Advisory Agreement, the New Advisory Agreement is terminable as to the Fund at any time without penalty on 60 days’ written notice by the Trust or by the New Adviser. The New Advisory Agreement also contains a provision that it will automatically terminate in the event of any “assignment,” as that term is defined in the 1940 Act.

The Fund is not aware of any financial condition that is reasonably likely to impair the financial ability of the New Adviser to fulfill its commitment to the Fund under the New Advisory Agreement.

The shareholders of the Fund last approved a prior advisory agreement with respect to the Fund on December 15, 2015.

A transfer of shares of Aspiration Partners, the parent entity of the Current Adviser, occurred on June 26, 2023, that could be deemed an assignment of the Previous Advisory Agreement for purposes of the 1940 Act and therefore resulting in the automatic termination of the agreement.  To provide continuity in the operation of the Fund, on November 25, 2023, the Board approved an Interim Advisory Agreement between the Trust, on behalf of the Fund, and the Adviser, (the “Initial Interim Advisory Agreement”), that substantively met the requirements of Rule 15a-4 under the 1940 Act and SEC staff guidance, other than the condition that the interim agreement be approved before the previous agreement is terminated. The Initial Interim Advisory Agreement had identical terms and conditions as the Previous Advisory Agreement, except for the effective and termination dates, a provision requiring that the advisory fees payable to the Current Adviser during the 150-day period following the June 26, 2023 share transfer be held in escrow consistent with the requirements of Rule 15a-4, and other immaterial changes. The Board approved the Initial Interim Advisory Agreement with an effective date of June 26, 2023 and a termination date of January 9, 2024.  The Initial Interim Advisory Agreement also contained a provision that it would automatically terminate in the event of any “assignment,” as that term is defined in the 1940 Act. After the 150-day period expired, the Current Adviser was no longer entitled to receive compensation for the services it provided to the Fund. The advisory fees continue to be held in escrow in an interest-bearing account pending shareholder approval of the Initial Interim Advisory Agreement.  

At a meeting held on December 18, 2023, the Board called a shareholder meeting to consider the approval of the New Advisory Agreement.  To provide additional time for the Fund to solicit shareholders to consider the New Advisory Agreement, on December 18, 2023, the Board unanimously approved a Second Interim Investment Advisory Agreement (the “Second Interim Advisory Agreement”) with a termination date of March 31, 2024.  The Second Interim Advisory Agreement substantively meets the requirements of Rule 15a-4 under the 1940 Act and SEC staff guidance, other than the condition that the interim agreement be approved before the previous agreement is terminated. The Second Interim Advisory Agreement has identical terms and conditions as the Initial Interim Advisory Agreement, except for the effective and termination dates. The Second Interim Advisory Agreement also contains a provision that it will automatically terminate in the event of any “assignment,” as that term is defined in the 1940 Act. The Interim Advisory Agreement will terminate in the event that shareholders of the Fund approve the New Advisory Agreement.  The Fund is relying on SEC staff guidance for the Second Interim Advisory Agreement to be effective. Consistent with the SEC staff guidance, the Current Adviser has agreed that it will not take any compensation under the Second Interim Advisory Agreement.

Under the Previous Advisory Agreement, the Current Adviser was entitled to an annual advisory fee of 0.00% of the Fund’s average daily net assets. The Current Adviser has not imposed a set fee to manage individual advisory accounts with respect to the Fund. Instead, advisory clients have been permitted to pay the Current Adviser a fee in the amount they believe is fair to manage their individual advisory accounts (or “Pay What Is Fair”), and only investors who were advisory clients of the Fund’s Current Adviser have been permitted to invest in the Fund. However, unlike the Previous Advisory Agreement, the New Adviser would be entitled under the New Advisory Agreement to receive an advisory fee, quarterly in arrears, from the Fund at an annual rate of 0.50% of the Fund’s average daily net assets. The New Adviser would no longer receive fees from the individual advisory accounts and would instead receive its fee directly from the Fund, and investors would not be required to become advisory clients of the New Adviser.

The following table compares the amount of advisory fees earned by the Current Adviser for the fiscal year ended September 30, 2023 under the Pay What is Fair model to a hypothetical example of advisory fees that would have been paid by the Fund to the New Adviser for the same period under the New Advisory Agreement and also shows the percentage difference between the actual and hypothetical values:

*The Current Adviser has entered into an expense limitation agreement (“Agreement”) with the Fund under which it has agreed to waive or reduce its management fees and assume other expenses of the Fund in an amount that limits the Fund’s Total Annual Fund Operating Expenses to 0.95% (“Maximum Operating Expense Limit”).  As discussed in more detail below, the Board has approved an increase in the expense limit in connection with the approval of the New Advisory Agreement.  The Current Adviser implements the expense limit by reimbursing the Fund for certain direct expenses and fees, such as transfer agency, custodial, auditing and legal fees.  The Fund also incurs certain indirect expenses, and expenses paid by the Fund when it invests as a shareholder in underlying investment companies. The Current Adviser has not agreed to waive or reimburse brokerage fees and commissions, acquired fund fees and expenses, fees and expenses associated with investments in other collective investment vehicles or derivative instruments, borrowing costs, taxes, or extraordinary expenses, such as litigation and indemnification expenses. Because the Current Adviser is not obligated under the Agreement to pay these expenses, the Fund’s total annual fund operating expenses may actually exceed the Maximum Operating Expense Limit. The Agreement is in effect through January 31, 2025, unless earlier terminated by a majority of the Board of Trustees (the “Board” or the “Trustees”) who are not “interested persons” of the Trust, as defined in the Investment Company Act of 1940, as amended, or a majority vote of the outstanding voting securities of the Trust.  The Agreement will be amended as discussed below if the New Advisory Agreement is approved.  Any fees or expenses waived or reimbursed by the Adviser are subject to repayment by the Fund within three years following the date on which waiver or reimbursement occurred if the Fund is able to make the repayment without exceeding its current Maximum Operating Expense Limit or the Maximum Operating Expense Limit in place at the time of the waiver and/or reimbursement.  Prior to April 1, 2023, the Maximum Operating Expense Limit was 0.50%.

At a meeting held on December 18, 2023, the Board approved an increase in the Fund’s expense limit from 0.95% to 1.35%, to take effect upon shareholder approval of the New Advisory Agreement and to continue through January 31, 2026.

Other than the change in the management fee structure and the expense limitation agreement, the Transaction and the New Advisory Agreement are not expected to have any material effect on shareholders of the Fund.  The goal of these changes and the Transaction is to enhance the long-term viability of the Fund and increase its attractiveness to investors and distribution channels while preserving similar advisory service levels. In particular, the material terms of the New Advisory Agreement are identical to those of the Previous Advisory Agreement, except for the advisory fee structure. No changes are proposed to the level of services that the Current Adviser currently provides, and that the New Adviser will provide, to the Fund.  Assuming that the Proposals are approved by shareholders, UBS Asset Management (Americas) Inc., the current sub-adviser to the Fund, will continue to serve as the sub-adviser to the Fund under the oversight of the New Adviser, and Joseph Elegante and Adam Jokich, the current portfolio managers, will continue to serve as portfolio managers of the Fund.  Further, there are no changes contemplated to be made to the Fund’s investment objectives or principal investment strategies. See Exhibit C for additional detail on the Fund’s expenses.

Should the Fund’s shareholders not approve the New Advisory Agreement, the Board will consider what other action is necessary, appropriate and in the best interests of the Fund and its shareholders under the circumstances.

What did the Board consider when approving the New Advisory Agreement?

At a meeting of the Board held on December 18, 2023, the Trustees approved the New Advisory Agreement with the New Adviser in anticipation of the Transaction.  Prior to the December 18, 2023 meeting, the Board requested, and the Current Adviser provided, information about the Transaction.  Representatives of the Current Adviser also provided an overview of the Transaction to, and responded to questions from, the Trustees. The Current Adviser also confirmed that the executive team and portfolio managers serving the Fund would not change as a result of the Transaction.  In considering whether to approve the New Advisory Agreement, the Trustees reviewed and considered the information they deemed reasonably necessary with respect to the New Advisory Agreement, including the following material factors: (i) the nature, extent, and quality of the services to be provided by the New Adviser; (ii) the investment performance of the Fund; (iii) the costs of the services to be provided and fall-out benefits to be realized by the New Adviser and its affiliates from its relationship with the Fund; (iv) the projected profitability of the New Adviser; and (v) the extent to which economies of scale would be realized as the Fund grows and whether management fee levels reflect those economies of scale for the benefit of the Fund’s investors. The Trustees also noted that they had reviewed other pertinent information. The Board also reviewed, among other materials, a copy of the form of the New Advisory Agreement.

In deciding whether to approve the New Advisory Agreement, the Trustees considered numerous factors, including:

Based upon all of the foregoing considerations, and after further discussion and careful review, the Board, including a majority of the Independent Trustees, approved the New Advisory Agreement for the Fund.

PROPOSAL 2


TO APPROVE A NEW SUB-INVESTMENT ADVISORY
AGREEMENT FOR THE FUND

You are being asked to approve a Sub-Investment Advisory Agreement (the “New Sub-Investment Advisory Agreement”) between the New Adviser and the Sub-Adviser, with respect to the Fund, a copy of which is provided in Exhibit D to this Proxy Statement.

The Sub-Adviser currently serves as sub-adviser to the Fund pursuant to an Interim Sub-Investment Advisory Agreement between the Current Adviser and the Sub-Adviser.  If shareholders approve Proposal 1, the New Adviser will replace the Current Adviser as the investment manager to the Fund.  In connection with the New Adviser replacing the Current Adviser, the interim Sub-Investment Advisory Agreement would terminate, and the Sub-Adviser would need to enter into a sub-investment advisory agreement with the New Adviser to continue serving as the sub-adviser to the Fund.  Shareholder approval of the New Sub-Investment Advisory Agreement will allow the Sub-Adviser to continue providing sub-advisory services to the Fund. 

What are the terms of the New Sub-Investment Advisory Agreement?

The form of the New Sub-Investment Advisory Agreement is attached as Exhibit D to this Proxy Statement.  The description in this section of the terms of the New Sub-Investment Advisory Agreement is qualified in its entirety by reference to that exhibit.  The terms of the New Sub-Investment Advisory Agreement approved by the Board and proposed for shareholder approval are the same as the prior Sub-Investment Advisory Agreement except for the rate of the sub-advisory fee payable to the Sub-Adviser, which, consistent with the prior Sub-Investment Advisory Agreement, will be paid by the New Adviser and will not be paid by the Fund.  The services provided by the Sub-Adviser under the New Sub-Investment Advisory Agreement will be identical to the services provided by the Sub-Adviser under the prior Sub-Investment Advisory Agreement.

Under the New Sub-Investment Advisory Agreement, the Sub-Adviser will, subject to the supervision of the New Adviser, provide a program of continuous investment management for the Fund in accordance with the Fund’s investment objectives, policies and limitations. The prior Sub-Investment Advisory Agreement contained identical provisions.

The New Sub-Investment Advisory Agreement will run for an initial term of two years and may be renewed annually thereafter so long as it is approved by a majority of the Fund’s Trustees, including a majority of the Fund’s Independent Trustees, or by the vote of a majority of the outstanding shares of the Fund.  Like the prior Sub-Investment Advisory Agreement, the New Advisory Agreement is terminable as to the Fund at any time without penalty on 60 days’ written notice by the Trust or by the Adviser. The New Advisory Agreement also contains a provision that it will automatically terminate in the event of any “assignment,” as that term is defined in the 1940 Act.

The Fund is not aware of any financial condition that is reasonably likely to impair the financial ability of the Sub-Adviser to fulfill its commitment to the Fund under the New Sub-Investment Advisory Agreement.

The shareholders of the Fund last approved a prior advisory agreement with respect to the Fund on November 15, 2015. The Fund obtained regulatory authority to hire one or more additional sub-advisers to manage portions of the Fund’s portfolio without obtaining the approval of Fund shareholders.

As previously discussed, a transfer of shares of Aspiration Partners, the parent entity of the Current Adviser, occurred on June 26, 2023, that could be deemed an assignment of the previous Sub-Investment Advisory Agreement for purposes of the 1940 Act and therefore resulting in the automatic termination of the agreement.  To provide continuity in the operation of the Fund, the Board approved an Interim Sub-Investment Advisory Agreement between the Current Adviser and the Sub-Adviser with respect to the Fund on November 25, 2023 (the “Initial Interim Sub-Investment Advisory Agreement”). The Initial Interim Sub-Investment Advisory Agreement had identical terms and conditions as the previous Sub-Investment Advisory Agreement, except for the effective and termination dates and other immaterial changes.  The Board approved the Initial Interim Sub-Investment Advisory Agreement with an effective date of June 26, 2023 and a termination date of January 9, 2024.  The Initial Interim Sub-Investment Advisory Agreement also contained a provision that it would automatically terminate in the event of any “assignment,” as that term is defined in the 1940 Act.

At a meeting held on December 18, 2023, the Board called a shareholder meeting to consider the approval of the New Sub-Investment Advisory Agreement.  To provide additional time for the Fund to solicit shareholders to consider the New Sub-Investment Advisory Agreement, on December 18, 2023, the Board unanimously approved a Second Interim Sub-Investment Advisory Agreement (the “Second Interim Sub-Investment Advisory Agreement”) with a new termination date of March 31, 2024.  The Second Interim Sub-Investment Advisory Agreement has identical terms and conditions as the Initial Interim Sub-Investment Advisory Agreement, except for the effective and termination dates. The Second Interim Sub-Investment Advisory Agreement also contains a provision that it will automatically terminate in the event of any “assignment,” as that term is defined in the 1940 Act. The Second Interim Sub-Investment Advisory Agreement will terminate in the event that shareholders of the Fund approve the New Sub-Investment Advisory Agreement.

Under the previous Sub-Investment Advisory Agreement, the Initial Interim Sub-Investment Advisory Agreement and the Second Interim Sub-Investment Advisory Agreement, the Current Adviser agreed to pay the Sub-Adviser 50% of the advisory fees received by the Current Adviser in respect of the Fund on the first $250 million, 30% of the advisory fees received by the Current Adviser on the next $750 million, and 20% of the advisory fees received by the Current Adviser on the amounts thereafter.

Under the New Sub-Investment Advisory Agreement, the New Adviser will pay the Sub-Adviser a sub-advisory fee, quarterly in arrears, at an annual rate based on the average daily nets asset of the Fund of 0.17% on the first $175 million of net assets, and 0.15% on assets over $175 million.

The following table compares the actual sub-advisory fees paid by the Current Adviser to the Sub-Adviser for the fiscal year ended September 30, 2023 to a hypothetical example of sub-advisory fees that would have been paid by the New Adviser to the Sub-Adviser for the same period under the New Sub-Investment Advisory Agreement, and also shows the percentage difference between the actual and hypothetical values.

The New Sub-Investment Advisory Agreement is not expected to have any material effect on shareholders of the Fund. 

In particular, the material terms of the New Advisory Agreement are identical to those of the previous Sub-Investment Advisory Agreement, except for the sub-advisory fee. No changes are proposed to the level of services that the Sub-Adviser currently provides to the Fund.  Assuming the Proposals are approved by shareholders, UBS Asset Management (Americas) Inc., the current sub-adviser to the Fund, will continue to serve as the sub-adviser to the Fund under the oversight of the New Adviser, and Joseph Elegante and Adam Jokich, the current portfolio managers, will continue to serve as portfolio managers of the Fund.  Further, there are no changes contemplated to be made to the Fund’s investment objectives or principal investment strategies.

Should the Fund’s shareholders not approve the New Sub-Investment Advisory Agreement, the Board will consider what other action is necessary, appropriate and in the best interests of the Fund and its shareholders under the circumstances.

What did the Board consider when approving the New Sub-Advisory Agreement?

At a meeting of the Board held on December 18, 2023, the Trustees approved the New Sub-Investment Advisory Agreement with the Sub-Adviser in anticipation of the Transaction.  In considering whether to approve the New Sub-Investment Advisory Agreement, the Trustees reviewed and considered the information they deemed reasonably necessary with respect to the New Sub-Investment Advisory Agreement, including the following material factors: (i) the nature, extent, and quality of the services provided by the Sub-Adviser; (ii) investment performance of the Fund and Sub-Adviser; (iii) the costs of the services provided and fall-out benefits realized by the Sub-Adviser and its affiliates from the relationship with the Fund; (iv) the profitability of the Sub-Adviser; and (v) the extent to which economies of scale are realized as the Fund grows and whether advisory fee levels reflect those economies of scale for the benefit of the Fund’s investors.

The Board reviewed the information prepared by the Sub-Adviser relating to the approval of the New Sub-Investment Advisory Agreement, including the Sub-Adviser’s Form ADV, experience, profitability with respect to the Fund, financial strength and capability, and other pertinent information. The Board also reviewed, among other materials, the Sub-Adviser’s income statement, fee and performance comparisons, and a copy of the New Sub-Investment Advisory Agreement.

In deciding whether to approve the New Sub-Investment Advisory Agreement, the Trustees considered numerous factors, including:

After reviewing the foregoing information and further information in the memorandum from the Sub-Adviser (e.g., descriptions of the Sub-Adviser’s business, the Sub-Adviser’s compliance program, and the Sub-Adviser’s Form ADV), the Board concluded that the nature, extent, and quality of the services being provided by the Sub-Adviser were satisfactory for the Fund.

Based upon all of the foregoing considerations, and after further discussion and careful review, the Board, including a majority of the Independent Trustees, approved the New Sub-Investment Advisory Agreement for the Fund.

PROPOSAL 3


TO RATIFY AND APPROVE THE INTERIM INVESTMENT ADVISORY AGREEMENT, DATED NOVEMBER 25, 2023, BETWEEN THE TRUST, ON BEHALF OF THE FUND, AND ASPIRATION FUND ADVISER, LLC

You are being asked to ratify and approve an Interim Investment Advisory Agreement, dated November 25, 2023, between the Current Adviser and the Trust, with respect to the Fund, a copy of which is provided in Exhibit E to this Proxy Statement.

As previously discussed, a transfer of shares of Aspiration Partners, the parent entity of the Current Adviser, occurred on June 26, 2023, that could be deemed an assignment of the Previous Advisory Agreement for purposes of the 1940 Act and therefore resulting in the automatic termination of the agreement.

Section 15 of the Investment Company Act of 1940, as amended (the “1940 Act”), requires an advisory agreement with a registered investment company to automatically terminate in the event of the assignment of the agreement.  An assignment of an advisory agreement under the 1940 Act includes any transaction that results in a change in control of the investment adviser. In the event of an assignment and termination of an advisory agreement with a registered investment company, a fund must arrange for a new advisory agreement to be approved by the fund’s board of trustees and by shareholders pursuant to Section 15 of the 1940 Act. Section 15 requires that any investment advisory agreement be in writing and be approved initially by both: (i) the fund’s board of trustees (including a majority of those trustees who are not considered to be “interested persons” of the fund or a party to the agreement, as that term is defined in the 1940 Act) and (ii) the fund’s shareholders.  The 1940 Act allows investment advisory agreements to have an initial term of two years and to be renewable annually thereafter by the vote of a majority of the fund’s trustees, including a majority of its independent trustees. Rule 15a-4 under the 1940 Act provides a temporary exemption from the shareholder approval requirement after the termination of an advisory contract under certain circumstances and conditions.

To provide continuity in the operation of the Fund, the Board approved the Initial Interim Advisory Agreement between the Trust, on behalf of the Fund, and the Current Adviser, on November 25, 2023, that substantively met the requirements of Rule 15a-4 under the 1940 Act and SEC staff guidance, other than the condition that the interim agreement be approved before the previous agreement is terminated. The Initial Interim Advisory Agreement had identical terms and conditions as the Previous Advisory Agreement, except for the effective and termination dates, a provision requiring that the advisory fees payable to the Current Adviser during the 150-day period following the June 26, 2023 change of control be held in escrow consistent with the requirements of Rule 15a-4, and other immaterial changes.  The Board approved the Initial Interim Advisory Agreement with an effective date of June 26, 2023 and a termination date of January 9, 2024.  The Initial Interim Advisory Agreement also contained a provision that it would automatically terminate in the event of any “assignment,” as that term is defined in the 1940 Act.  After the 150-day period expired, the Current Adviser was no longer entitled to receive compensation for the services it provided to the Fund.  The advisory fees continue to be held in escrow in an interest-bearing account pending shareholder approval of the Initial Interim Advisory Agreement.  

Ratification and approval of the Initial Interim Advisory Agreement is not expected to have any material effect on shareholders of the Fund.  The Initial Interim Advisory Agreement was terminated by the Board on December 18, 2023 and replaced by the Second Interim Advisory Agreement.  The Fund’s shareholders are being asked to ratify and approve the Initial Interim Advisory Agreement to confirm the Current Adviser’s authority under that Agreement and to confirm that the Current Adviser will be entitled to receive from the advisory fees that were already paid by shareholders and are currently held in escrow the lesser of: (i) any costs the Current Adviser incurred in performing the interim agreement (plus interest earned on that amount while in escrow); or (ii) the total amount in the escrow account (plus interest earned).

What if the Fund’s shareholders do not approve the Initial Interim Advisory Agreement?

Should the Fund’s shareholders not ratify and approve the Initial Interim Advisory Agreement, the advisory fees plus any interest currently held in escrow will be returned to the shareholders that paid the advisory fees.

What did the Board consider when approving the Initial Interim Advisory Agreement?

At a meeting of the Board held on November 25, 2023, the Trustees approved the Initial Interim Advisory Agreement with the Current Adviser.  Prior to the November 25, 2023 meeting, the Board requested, and the Current Adviser provided, information about the June 26, 2023 change of control. In considering whether to approve the Initial Interim Advisory Agreement, the Trustees reviewed and considered the information they deemed reasonably necessary with respect to the Initial Interim Advisory Agreement, including the following material factors: (i) the nature, extent, and quality of the services provided by the Current Adviser; (ii) the investment performance of the Fund and Current Adviser; (iii) the costs of the services to be provided and fall-out benefits to be realized by the Current Adviser and its affiliates from its relationship with the Fund; (iv) the profitability of the Current Adviser; and (v) the extent to which economies of scale would be realized as the Fund grows and whether advisory fee levels reflect those economies of scale for the benefit of the Fund’s investors.

In considering the Initial Interim Advisory Agreement, the Trustees took into consideration the information that had been provided to them throughout the year and, in particular, at their December 22, 2022 meeting, at which the Trustees most recently considered and approved the Previous Advisory Agreement. The Board also reviewed, among other things, a copy of the form of the Initial Interim Advisory Agreement, noting that it was substantially the same as the Previous Advisory Agreement, except for the effective and termination dates, a provision requiring that the advisory fees payable to the Current Adviser during the 150-day period following the June 26, 2023 change of control be held in escrow consistent with the requirements of Rule 15a-4, and other immaterial changes.

In deciding whether to approve the Initial Interim Advisory Agreement, the Trustees considered numerous factors, including:

Based upon all of the foregoing considerations, and after further discussion and careful review, the Board, including a majority of the Independent Trustees, approved the Initial Interim Advisory Agreement for the Fund.

PROPOSAL 4


TO RATIFY AND APPROVE THE SECOND INTERIM INVESTMENT ADVISORY AGREEMENT, DATED DECEMBER 18, 2023, BETWEEN THE TRUST, ON BEHALF OF THE FUND, AND ASPIRATION FUND ADVISER, LLC

You are being asked to ratify and approve a Second Interim Investment Advisory Agreement between the Adviser and the Trust, with respect to the Fund, a copy of which is provided in Exhibit F to this Proxy Statement.

As previously discussed, on February 11, 2024, Aspiration Partners, the parent entity of the Current Adviser, and MFP Capital Group, the parent entity of the New Adviser, entered into a purchase agreement.  Pursuant to this agreement, Aspiration Partners agreed to sell certain assets to MFP Capital Group, subject to the satisfaction of certain conditions (including obtaining certain third party consents).  Mission Financial, a subsidiary of MFP Capital Group, relatedly has entered into services agreements with Aspiration Partners pursuant to which Mission Financial has agreed to provide operational support to the Current Adviser during this transition period and to oversee the eventual winding down and termination of the Current Adviser.  As discussed in Proposal 1, shareholders are being asked to approve a New Advisory Agreement between the Trust, on behalf of the Fund, and the New Adviser.

At a meeting held on December 18, 2023, the Board called a shareholder meeting to consider the approval of the New Advisory Agreement.  To provide additional time for the Fund to solicit shareholders to consider the New Advisory Agreement, on December 18, 2023, the Board unanimously approved the Second Interim Advisory Agreement with a termination date of March 31, 2024.  The Second Interim Advisory Agreement substantively meets the requirements of Rule 15a-4 under the 1940 Act and SEC staff guidance, other than the condition that the interim agreement be approved before the previous agreement is terminated. The Second Interim Advisory Agreement has identical terms and conditions as the Initial Interim Advisory Agreement, except for the effective and termination dates. The Second Interim Advisory Agreement also contains a provision that it will automatically terminate in the event of any “assignment,” as that term is defined in the 1940 Act. The Interim Advisory Agreement will terminate in the event that shareholders of the Fund approve the New Advisory Agreement.  The Fund is relying on SEC staff guidance for the Second Interim Advisory Agreement to be effective. Consistent with the SEC staff guidance, the Current Adviser has agreed that it will not take any compensation under the Second Interim Advisory Agreement.   

Ratification and approval of the Second Interim Advisory Agreement is not expected to have any material effect on shareholders of the Fund.  The Second Interim Advisory Agreement will terminate upon the approval by shareholders of the Fund of the New Advisory Agreement. The Fund’s shareholders are being asked to ratify and approve the Second Interim Advisory Agreement to confirm the Current Adviser’s authority under that Agreement.

What if the Fund’s shareholders do not approve the Second Interim Advisory Agreement?

Should the Fund’s shareholders not ratify and approve the Second Interim Advisory Agreement, the Board will consider what other action is necessary, appropriate and in the best interests of the Fund and its shareholders under the circumstances.

What did the Board consider when approving the Second Interim Advisory Agreement?

At a meeting of the Board held on December 18, 2023, the Trustees approved the Second Interim Advisory Agreement with the Current Adviser.  In considering whether to approve the Second Interim Advisory Agreement, the Trustees noted that the primary goal of approving the Second Interim Advisory Agreement was to permit sufficient time to consider and approve the New Advisory Agreement.  The Trustees further reviewed and considered the information they deemed reasonably necessary with respect to the Second Interim Advisory Agreement, including the following material factors: (i) the nature, extent, and quality of the services provided by the Current Adviser; (ii) the investment performance of the Fund and Current Adviser; (iii) the costs of the services to be provided and fall-out benefits to be realized by the Current Adviser and its affiliates from its relationship with the Fund; (iv) the profitability of the Current Adviser; and (v) the extent to which economies of scale would be realized as the Fund grows and whether advisory fee levels reflect those economies of scale for the benefit of the Fund’s investors.

In considering the Second Interim Advisory Agreement, the Trustees took into consideration the information that had been provided to them throughout the year and, in particular, at their December 22, 2022 meeting, at which the Trustees most recently considered and approved the Previous Advisory Agreement. The Board also reviewed, among other things, a copy of the form of the Second Interim Advisory Agreement, noting that it was substantially the same as the Initial Interim Advisory Agreement, except for the effective and termination dates.

In deciding whether to approve the Second Interim Advisory Agreement, the Trustees considered numerous factors, including:

Based upon all of the foregoing considerations, and after further discussion and careful review, the Board, including a majority of the Independent Trustees, approved the Second Interim Advisory Agreement for the Fund.

 

OTHER BUSINESS

ADDITIONAL INFORMATION

Current Adviser

Aspiration Fund Adviser, LLC, located at 4551 Glencoe Avenue Marina Del Rey, CA 90292, currently serves as the investment adviser to the Fund.  The Current Adviser is a wholly owned subsidiary of Aspiration Partners, also located at 4551 Glencoe Avenue Marina Del Rey, CA 90292.

The Current Adviser does not serve as an investment adviser to any other fund having a similar investment objective as the Fund.

Additional information about the Current Adviser is found in Exhibit B to this Proxy Statement entitled, “More Information About the Current Adviser and the New Adviser.”

Mission Investment Advisors LLC is located at One Embarcadero Center, Suite 800, San Francisco, CA 94111.  The New Adviser is a wholly owned subsidiary of MFP Capital Group, Inc., also located at One Embarcadero Center, Suite 800, San Francisco, CA 94111.

The New Adviser does not serve as an investment adviser to any other fund having a similar investment objective as the Fund.

Additional information about the New Adviser is found in Exhibit B to this Proxy Statement entitled, “More Information About the Current Adviser and the New Adviser.”

UBS Asset Management (Americas) Inc., located at 787 Seventh Avenue, New York, NY 10019, serves as investment sub-adviser for the Aspiration Redwood Fund.

Capital Investment Group, Inc., located at 100 E. Six Forks Road, Suite 200, Raleigh, NC 27609, serves as the principal underwriter of the Fund.

The Nottingham Company, located at 116 South Franklin Street, Rocky Mount, North Carolina 27802, serves as the administrator for the Fund.

Reliance on Section 15(f) of the 1940 Act

The Board has been advised that, in connection with the Transaction, the parties to the Transaction Agreement intend to rely on Section 15(f) of the 1940 Act, which provides a non-exclusive safe harbor for an investment adviser to an investment company, and any of the investment adviser’s affiliated persons (as that term is defined in the 1940 Act), to receive any amount or benefit in connection with a change in control of an investment adviser subject to certain conditions being met.  Because affiliates of the Current Adviser may be deemed to receive a “benefit” in connection with the Transaction, the parties to the Transaction Agreement seek to rely on Section 15(f).

To rely on Section 15(f), two conditions must be met.  First, for a period of three years after the closing of the Transaction, at least 75% of the Board must be comprised of persons who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Current Adviser or successor adviser.  The Fund intends to use its best efforts to comply with this 75% requirement with respect to the Board for the three-year period from the date the Transaction closed.

The second condition of Section 15(f) is that, for a period of two years following the closing of the Transaction, there must not be imposed on the Fund any “unfair burden” as a result of the Transaction or any express or implied terms, conditions, or understandings related to it. An “unfair burden” would include any arrangement whereby an “adviser” or an “interested person” of the adviser, would receive or be entitled to receive any compensation, directly or indirectly, from the Fund or their shareholders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the Fund (other than bona fide ordinary compensation as principal underwriter for a Fund). If approved, the changes to the management fee and the expense limit could result in an increase to the Fund’s expense ratio. However, the Current Adviser has indicated that the average advisory fee paid to the Current Adviser by Fund shareholders as of September 30, 2023 is 0.45%, and that the average advisory fee paid to the Adviser by Fund shareholders who have chosen to pay a non-zero fee as of September 30, 2023 is 0.88%. In addition, the maximum “Pay What Is Fair” fee of 2.00% is reflected in the Fund’s fee table and the Fund’s performance in the Fund’s prospectus, and thus the proposed fee and expense levels will be well within reasonable expectations regarding an investment in the Fund. Furthermore, the Current Adviser and the New Adviser believe that the proposed change to the management fee structure and the related change to the expense limit are necessary and appropriate for the Fund to be sustainable in the long term. The higher fees and expenses resulting from the change to the management fee structure and the related change to the expense limit will compensate the New Adviser and the Fund’s other service providers for bona fide advisory and other services and will not be used to finance the costs of the Transaction. In light of these considerations, the Current Adviser and the New Adviser do not believe that the higher fees and expenses will constitute an “unfair burden” on shareholders.

Voting Information

Shareholders of record of the Trust on the Record Date are entitled to be present and to vote at the Meeting.  Exhibit G to this Proxy Statement sets forth the number of shares of the Fund issued and outstanding on the Record Date.

With respect to the actions to be taken by the shareholders of the Fund on the matters described in this Proxy Statement, one-third of the outstanding shares present at the Meeting by proxy or in person of the Funds shall constitute a quorum at the Meeting.  For purposes of determining the presence of a quorum for transacting business at the Meeting and determining whether sufficient votes have been received for approval of the Proposals, abstentions, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum at the Meeting. Accordingly, abstentions effectively will be a vote against the Proposals, for which the required vote is a percentage of the shares present or outstanding.

Approval of each of the Proposals requires the vote of a “majority of the outstanding voting securities” entitled to vote on the proposal, as defined in the 1940 Act, which means the vote of 67% or more of the voting securities entitled to vote on the proposal that are present at the Meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or the vote of more than 50% of the outstanding voting securities entitled to vote on the proposal, whichever is less.

Proxy-Related Expenses

The Current Adviser will bear all of the costs and expenses associated with Proposals, including all of the costs associated with the solicitation of proxies from Fund shareholders, which consists of the costs associated with the preparation, printing and distribution of the proxy materials.  Solicitations may be made by regular mail, telephone, e-mail, or other personal contact by officers or employees of the Current Adviser or by the proxy soliciting firm retained by the Fund to assist with the solicitation process. EQ Fund Solutions, LLC has been retained to provide proxy solicitation services in connection with the Meeting and the costs of the firm are being borne solely by the Current Adviser and not by the Fund.  In addition, the Current Adviser may reimburse persons holding shares in their names or names of their nominees for expenses incurred in forwarding solicitation material to their beneficial owners.

During its most recent fiscal year, no commissions were paid to any affiliated brokers in connection with the purchase or sale of securities for the Fund by the Current Adviser.

As of the Record Date, no person owned of record and/or beneficially 5% or more of the outstanding shares of the Fund.

As of the Record Date, each of the Trustees and executive officers of the Trust beneficially owned individually and, collectively as a group, less than 1% of the outstanding shares of the Fund.

The Fund has not received any shareholder proposals for this Meeting. Under the proxy rules of the SEC, shareholder proposals may, under certain conditions, be included in the Fund’s proxy materials for a particular meeting. Under these rules, proposals submitted for inclusion in the Fund’s proxy materials must be received within a reasonable period of time before the Fund begins to print and mail its proxy materials. The submission by a shareholder of a proposal for inclusion in a proxy statement does not guarantee that it will be included. Shareholder proposals are subject to certain regulations under the federal securities laws relating to inclusion.

A shareholder proposal intended to be presented at any future meetings of the Fund’s shareholders should be sent to Aspiration Funds, 4551 Glencoe Avenue Marina Del Rey, CA 90292. The Fund does not hold annual meetings of shareholders.

Exhibit A


FORM OF NEW ADVISORY AGREEMENT

The Trust will furnish the Investment Adviser from time to time with copies of all amendments of or supplements to the foregoing.

The Investment Adviser may, subject to the approval of the Trust’s Board of Trustees, appoint a sub-adviser to provide the services contemplated hereunder; provided, however, that the Investment Adviser shall not be relieved of any of its obligations under this Agreement by the appointment of such sub-adviser and provided further, that the Investment Adviser shall be responsible, to the extent provided in Section 8 hereof for all acts of such sub-adviser as if such acts were its own.

For the purpose of this Agreement, Confidential Information shall mean NPPI (as defined below), any information identified by either party as “Confidential” and/or “Proprietary” or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary, or any nonpublic information obtained hereunder concerning the other party.

Nonpublic personal information relating to shareholders of the Trust (“NPPI”) provided by, or at the direction of, the Trust to the Adviser, or collected or retained by the Investment Adviser in the course of performing its duties and responsibilities under this Agreement shall remain the sole property of the Trust. The Investment Adviser shall not give, sell or in any way transfer such Confidential Information to any person or entity, other than affiliates of the Investment Adviser except in connection with the performance of the Investment Adviser’s duties and responsibilities under this Agreement, at the direction of the Trust or as required or permitted by law (including applicable anti-money laundering laws). The Investment Adviser represents, warrants and agrees that it has in place and will maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of records and information relating to shareholders of the Trust. The Investment Adviser represents to the Trust that it has adopted a statement of its privacy policies and practices as required by Regulation S-P and agrees to provide the Trust with a copy of that statement annually.

The parties agree to comply with any and all regulations promulgated by the Securities and Exchange Commission or other applicable laws regarding the confidentiality of shareholder information.

The provisions of this Section shall survive the termination of this Agreement.

SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN ASPIRATION FUNDS
AND
MISSION INVESTMENT ADVISORS LLC

Exhibit B


More Information About the Current Adviser and the New Adviser

The Fund pays no fees to the Current Adviser as compensation for management services.  Only clients of the Current Adviser may invest in the Fund.  These advisory clients must establish an advisory relationship and open an individual advisory account with the Adviser before investing in the Fund.  The Current Adviser does not impose a set fee to manage individual advisory accounts.  Instead, advisory clients can pay the Current Adviser a fee in the amount they believe is fair, ranging from 0% to 2% of the value of the account.  For the fiscal year ended September 30, 2023, the Current Adviser received $574,514 in fees from such advisory clients.

The Fund has adopted distribution and service plans allowed under Rule 12b-1 under the 1940 Act that authorize the Fund to pay distribution and service fees for the sale of its shares and for services provided to shareholders. For the fiscal year ended September 30, 2023, the Current Adviser received $0 in distribution and service fees from the Fund.

Prior to December 18, 2023, Aspiration Financial LLC, an affiliate of the Current Adviser, served as the principal underwriter and distributor of the Fund’s shares.  For the fiscal year ended September 30, 2023, Aspiration Financial LLC received $0 from the Fund.

The Fund did not pay any other fees to the Current Adviser, its affiliated persons or any affiliated person of such person during the most recent fiscal year for services provided to the Fund.

The following table sets forth certain information with respect to the principal executive officers of Aspiration Fund Adviser, LLC:

The following table lists the officers or Trustees of the Trust who hold positions with the Current Adviser (or an affiliated entity):

The Fund did not pay any fees to the New Adviser, its affiliated persons or any affiliated person of such person during the most recent fiscal year for services provided to the Fund.

The following table sets forth certain information with respect to the principal executive officers of Mission Financial Advisors LLC:

The following table lists the officers or Trustees of the Trust who hold positions with the New Adviser (or an affiliated entity):

Exhibit C


ESTIMATED COMPARISON OF FEES AND EXPENSES

The information in the tables describe the fees and expenses that an investor may pay if the investor buys, holds, and sells shares of the Fund under the current Pay What is Fair (“PWIF”) fee model (including both the minimum and maximum management fee payable under PWIF, 0.00% and 2.00%, respectively) and pro forma fees and expenses reflecting the changes to the Fund’s management fee and the expense limit that will take effect if shareholders approve Proposal 1.  The information in the tables is based on fees and expenses as shown in the Fund’s prospectus, except with respect to certain of the pro forma information, which has been revised to reflect a new management fee and expense limit.  Please keep in mind that, as a result of changing market conditions, total asset levels, and other factors, expenses at any time during the current fiscal year may be different from those shown.

1. Investors in the Fund are clients of Aspiration Fund Adviser, LLC (the “Adviser”), and may pay the Adviser a fee in the amount they believe is fair ranging from 0% to 2.00% of the value of the account. This is reflected in the “Minimum PWIF Fee” and “Maximum PWIF Fee” columns. These amounts will not be deducted from Fund assets.

2.  Distribution and/or Service (12b-1) Fees are less than 0.00%.

3. Restated to reflect current expense limits.  The Adviser has entered into an expense limitation agreement (“Agreement”) with the Fund under which it has agreed to waive or reduce its management fees and assume other expenses of the Fund in an amount that limits the Fund’s Total Annual Fund Operating Expenses to 0.95% (“Maximum Operating Expense Limit”).  The Adviser will do this by reimbursing the Fund for certain direct expenses and fees, such as transfer agency, custodial, auditing and legal fees.  The Fund also incurs certain indirect expenses, and expenses paid by the Fund when it invests as a shareholder in underlying investment companies. The Adviser has not agreed to waive or reimburse brokerage fees and commissions, acquired fund fees and expenses, fees and expenses associated with investments in other collective investment vehicles or derivative instruments, borrowing costs, taxes, or extraordinary expenses, such as litigation and indemnification expenses. Because the Adviser is not obligated under the Agreement to pay these expenses, the Fund’s total annual fund operating expenses may actually exceed the Maximum Operating Expense Limit. The Agreement is in effect through January 31, 2025, unless earlier terminated by a majority of the Board of Trustees (the “Board” or the “Trustees”) who are not “interested persons” of the Trust, as defined in the Investment Company Act of 1940, as amended, or a majority vote of the outstanding voting securities of the Trust. Any fees or expenses waived or reimbursed by the Adviser are subject to repayment by the Fund within three years following the date on which waiver or reimbursement occurred if the Fund is able to make the repayment without exceeding its current Maximum Operating Expense Limit or the Maximum Operating Expense Limit in place at the time of the waiver and/or reimbursement.

4. Restated to reflect current expense limits.  The Adviser has entered into an expense limitation agreement (“Agreement”) with the Fund under which it has agreed to waive or reduce its management fees and assume other expenses of the Fund in an amount that limits the Fund’s Total Annual Fund Operating Expenses to 1.35% (“Maximum Operating Expense Limit”).  The Adviser will do this by reimbursing the Fund for certain direct expenses and fees, such as transfer agency, custodial, auditing and legal fees.  The Fund also incurs certain indirect expenses, and expenses paid by the Fund when it invests as a shareholder in underlying investment companies. The Adviser has not agreed to waive or reimburse brokerage fees and commissions, acquired fund fees and expenses, fees and expenses associated with investments in other collective investment vehicles or derivative instruments, borrowing costs, taxes, or extraordinary expenses, such as litigation and indemnification expenses. Because the Adviser is not obligated under the Agreement to pay these expenses, the Fund’s total annual fund operating expenses may actually exceed the Maximum Operating Expense Limit. The Agreement is in effect through January 31, 2026, unless earlier terminated by a majority of the Board of Trustees (the “Board” or the “Trustees”) who are not “interested persons” of the Trust, as defined in the Investment Company Act of 1940, as amended, or a majority vote of the outstanding voting securities of the Trust. Any fees or expenses waived or reimbursed by the Adviser are subject to repayment by the Fund within three years following the date on which waiver or reimbursement occurred if the Fund is able to make the repayment without exceeding its current Maximum Operating Expense Limit or the Maximum Operating Expense Limit in place at the time of the waiver and/or reimbursement.

Example: The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  This Example assumes that you invest $10,000 in the Fund for the time period indicated and then sell or hold all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Exhibit D


FORM OF NEW SUB-INVESTMENT ADVISORY AGREEMENT

The Investment Adviser will furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing.

The Sub-Adviser is authorized on behalf of the Fund to (i) enter into agreements and execute any documents required to meet the obligations of the Fund with respect to any investments made for the Fund Account which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Sub-Adviser further shall have authority to instruct the Trust to: (i) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Fund, and (ii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Fund with respect to any investments made for the Fund account. The Sub-Adviser shall not have the authority to cause the Trust to deliver securities and other property, or pay cash to the Sub-Adviser other than payment of the management fee provided for in this Agreement.

The Sub-Adviser further agrees that it:

Notwithstanding any other provision to the contrary, the Sub-Adviser shall have no obligation to perform the following services or to have employees of the Sub-Adviser perform the following roles, as applicable: (a) shareholder services or support functions, such as responding to shareholders’ questions about the Fund or its investments or strategies; (b) providing employees of the Sub-Adviser to serve as officers of the Trust; (c) providing employees of the Sub-Adviser to serve as the Trust’s Chief Compliance Officer and associated staff; or (d) monitoring or informing the Adviser of class action litigation involving the securities held by the Fund.

The Sub-Adviser may delegate portfolio management and administrative and back office duties to its affiliates and may share such information as necessary to accomplish these purposes. In all cases, the Sub-Adviser shall remain liable as if such services were provided directly. No additional fees shall be imposed for such services except as otherwise agreed.

Consent to Electronic Delivery

E-mail messages are not encrypted and cannot be guaranteed to be secure or error-free as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses without the knowledge of the sender or intended recipient. The Investment Adviser consents to the Sub-Adviser providing confidential information regarding the Services through e-mail, and the Investment Adviser hereby releases the Sub-Adviser from liability for any damages that may occur as a result of these matters.

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SCHEDULE A
TO THE
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN
MISSION INVESTMENT ADVISORS LLC
AND
UBS ASSET MANAGEMENT (AMERICAS) INC.

Exhibit E


INTERIM INVESTMENT ADVISORY AGREEMENT

The Trust will furnish the Investment Adviser from time to time with copies of all amendments of or supplements to the foregoing.

The Investment Adviser may, subject to the approval of the Trust’s Board of Trustees, appoint a sub-adviser to provide the services contemplated hereunder; provided, however, that the Investment Adviser shall not be relieved of any of its obligations under this Agreement by the appointment of such sub-adviser and provided further, that the Investment Adviser shall be responsible, to the extent provided in Section 8 hereof for all acts of such sub-adviser as if such acts were its own.

The fee attributable to a Fund shall be the obligation of that particular Fund and not of any other Fund.

For the purpose of this Agreement, Confidential Information shall mean NPPI (as defined below), any information identified by either party as “Confidential” and/or “Proprietary” or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary, or any nonpublic information obtained hereunder concerning the other party.

Nonpublic personal information relating to shareholders of the Trust (“NPPI”) provided by, or at the direction of, the Trust to the Adviser, or collected or retained by the Investment Adviser in the course of performing its duties and responsibilities under this Agreement shall remain the sole property of the Trust. The Investment Adviser shall not give, sell or in any way transfer such Confidential Information to any person or entity, other than affiliates of the Investment Adviser except in connection with the performance of the Investment Adviser’s duties and responsibilities under this Agreement, at the direction of the Trust or as required or permitted by law (including applicable anti-money laundering laws). The Investment Adviser represents, warrants and agrees that it has in place and will maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of records and information relating to shareholders of the Trust. The Investment Adviser represents to the Trust that it has adopted a statement of its privacy policies and practices as required by Regulation S-P and agrees to provide the Trust with a copy of that statement annually.

The parties agree to comply with any and all regulations promulgated by the Securities and Exchange Commission or other applicable laws regarding the confidentiality of shareholder information.

The provisions of this Section shall survive the termination of this Agreement.

SCHEDULE A
TO THE
INTERIM INVESTMENT ADVISORY AGREEMENT
BETWEEN ASPIRATION FUNDS
AND
ASPIRATION FUND ADVISER, LLC

Exhibit F


SECOND INTERIM INVESTMENT ADVISORY AGREEMENT

The Trust will furnish the Investment Adviser from time to time with copies of all amendments of or supplements to the foregoing.

The Investment Adviser may, subject to the approval of the Trust’s Board of Trustees, appoint a sub-adviser to provide the services contemplated hereunder; provided, however, that the Investment Adviser shall not be relieved of any of its obligations under this Agreement by the appointment of such sub-adviser and provided further, that the Investment Adviser shall be responsible, to the extent provided in Section 8 hereof for all acts of such sub-adviser as if such acts were its own.

The fee attributable to a Fund shall be the obligation of that particular Fund and not of any other Fund.

For the purpose of this Agreement, Confidential Information shall mean NPPI (as defined below), any information identified by either party as “Confidential” and/or “Proprietary” or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary, or any nonpublic information obtained hereunder concerning the other party.

Nonpublic personal information relating to shareholders of the Trust (“NPPI”) provided by, or at the direction of, the Trust to the Adviser, or collected or retained by the Investment Adviser in the course of performing its duties and responsibilities under this Agreement shall remain the sole property of the Trust. The Investment Adviser shall not give, sell or in any way transfer such Confidential Information to any person or entity, other than affiliates of the Investment Adviser except in connection with the performance of the Investment Adviser’s duties and responsibilities under this Agreement, at the direction of the Trust or as required or permitted by law (including applicable anti-money laundering laws). The Investment Adviser represents, warrants and agrees that it has in place and will maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of records and information relating to shareholders of the Trust. The Investment Adviser represents to the Trust that it has adopted a statement of its privacy policies and practices as required by Regulation S-P and agrees to provide the Trust with a copy of that statement annually.

The parties agree to comply with any and all regulations promulgated by the Securities and Exchange Commission or other applicable laws regarding the confidentiality of shareholder information.

The provisions of this Section shall survive the termination of this Agreement.

SCHEDULE A
TO THE
SECOND INTERIM INVESTMENT ADVISORY AGREEMENT
BETWEEN ASPIRATION FUNDS
AND
ASPIRATION FUND ADVISER, LLC

Exhibit G


Further Information Regarding Shares Outstanding

The Trustees have fixed the close of business on the Record Date as the date for the determination of shareholders entitled to notice of and to vote at the Meeting.  On the Record Date the following shares of beneficial interest (collectively the “Shares” and individually a “Share”) of the Fund were outstanding and entitled to vote at the Meeting:

Each whole Share of the Fund is entitled to one vote, and each fractional Share is entitled to a proportionate fractional vote, as to any matter on which such Share is entitled to be voted.