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Form 485BPOS Aspiration Funds

January 28, 2022 5:30 PM EST
Exhibit (e)
ASPIRATION FUNDS
PRINCIPAL UNDERWRITING CONTRACT
CONTRACT made as of August 30, 2021, between ASPIRATION FUNDS, a Delaware business trust (“Fund”), and ASPIRATION FINANCIAL LLC, a Delaware limited liability company (“Aspiration”).
WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company and currently offers distinct series of shares of beneficial interest all as now or hereafter may be identified in Schedule A hereto, as such Schedule may be amended from time to time  (“Series”), which correspond to distinct portfolios and for which the Fund’s board of trustees (“Board”) has established shares of beneficial interest in such classes as approved by the Board (“Shares”); and
WHEREAS, the Fund desires to retain Aspiration as principal underwriter in connection with the offering and sale of the Shares of the above-referenced Series; and
WHEREAS, Aspiration is willing to act as principal underwriter of the Shares of each such Series on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT.  The Fund hereby appoints Aspiration as its exclusive agent to be the principal underwriter to sell and to arrange for the sale of the Shares on the terms and for the period set forth in this Contract. Aspiration hereby accepts such appointment and agrees to act hereunder.
2. SERVICES AND DUTIES OF ASPIRATION.
(a) Aspiration agrees to sell Shares on a best efforts basis from time to time during the term of this Contract as agent for the Fund and upon the terms described in the Registration Statement.  As used in this Contract, the term “Registration Statement” shall mean the currently effective registration statement of the Fund, and any supplements thereto, under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act.
(b) Upon the later of the date of this Contract or the initial offering of Shares to the public by a Series, Aspiration will hold itself available to receive purchase orders, satisfactory to Aspiration, for Shares of that Series and will accept such orders on behalf of the Fund as of the time of receipt of such orders and promptly transmit such orders as are accepted to the Fund’s transfer agent.  Purchase orders shall be deemed effective at the time and in the manner set forth in the Registration Statement.
(c) Aspiration in its discretion may enter into agreements to sell Shares to such registered and qualified retail dealers as it may select.  In making agreements with such dealers, Aspiration shall act only as principal and not as agent for the Fund.
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(d) The offering price of the Shares shall be the net asset value per share as next determined by the Fund following receipt of an order at Aspiration’s principal office plus the applicable initial sales charge, if any, computed as set forth in the Registration Statement.  The Fund shall promptly furnish Aspiration with a statement of each computation of net asset value.
(e) Aspiration shall not be obligated to sell any certain number of Shares.
(f) To facilitate redemption of Shares by shareholders directly or through dealers, Aspiration is authorized but not required on behalf of the Fund to repurchase Shares presented to it by shareholders and dealers at the price determined in accordance with, and in the manner set forth in, the Registration Statement.  Such price shall reflect the subtraction of the contingent deferred sales charge, if any, computed in accordance with and in the manner set forth in the Registration Statement.
(g) Aspiration shall provide (or arrange to be provided through the Fund’s transfer agent) ongoing shareholder services, which include responding to shareholder inquiries, providing shareholders with information on their investments in the Shares and any other services now or hereafter deemed to be appropriate activities for the payment of “service fees” under Rule 2341  of  the  Conduct  Rules  of  the  Financial  Industry  Regulatory  Authority  (“FINRA”) (collectively, “service activities”).
3. AUTHORIZATION TO ENTER INTO DEALER AGREEMENTS AND TO DELEGATE DUTIES AS PRINCIPAL UNDERWRITER. With respect to the Shares of any or all Series, Aspiration may enter into dealer agreements with any registered and qualified dealer with respect to sales of Shares or the provision of service activities.  In a separate contract or as part of any such dealer agreement, Aspiration also may delegate to any registered and qualified dealer any or all of its duties specified in this Contract, provided that such separate contract or dealer agreement imposes on the counterparty bound thereby all applicable duties and conditions to which Aspiration is subject under this Contract.
4. SERVICES NOT EXCLUSIVE.  The services furnished by Aspiration hereunder are not to be deemed exclusive and Aspiration shall be free to furnish similar services to others so long as its services under this Contract are not impaired thereby.  Nothing in this Contract shall limit or restrict the right of any director, officer or employee of Aspiration, who may also be a Board member, officer or employee of the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar or a dissimilar nature.
5. COMPENSATION.
(a) As compensation for its activities under this contract with respect to the distribution of any Shares of a Series subject to a fee pursuant to Rule 12b-1 under the 1940 Act, Aspiration shall receive from the Fund a distribution and/or service fee, if any, at the rate and under the terms and conditions of the Series’ plan adopted pursuant to Rule 12b-1, as amended from time to time, and subject to any further limitations on such fee as the Board may impose.
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(b) As compensation for its activities under this contract with respect to the distribution of Shares of a Series, Aspiration shall retain the initial sales charge, if any, on purchases of Shares of the Series as set forth in the Registration Statement.  Aspiration is authorized to collect the gross proceeds derived from the sale of Shares, remit the net asset value thereof to the Fund upon receipt of the proceeds and retain the initial sales charge, if any.
(c) As compensation for its activities under this contract with respect to the distribution of Shares of a Series, Aspiration shall receive all contingent deferred sales charges imposed on redemptions of Shares of the Series, if any.  Whether and at what rate a contingent deferred sales charge will be imposed with respect to a redemption shall be determined in accordance with, and in the manner set forth in, the Registration Statement.
(d) If a Series does not have a plan pursuant to Rule 12b-1, or if the Rule 12b-1 plan is discontinued, or if the investment adviser to the Series, Aspiration Fund Adviser, LLC (the “Adviser”) otherwise determines that the Rule 12b-1 fees shall not, in whole or in part, be used to pay Aspiration, the Adviser may pay compensation to Aspiration.
(e) Aspiration may reallow any or all of any initial sales charges, contingent deferred sales charges, distribution fees or service fees which it is paid under this Contract to such dealers as Aspiration may from time to time determine.
6. DUTIES OF THE FUND.
(a) The Fund reserves the right at any time to withdraw offering any class or classes of Shares of any or all Series by written notice to Aspiration at its principal office.
(b) The Fund shall keep Aspiration fully informed of its affairs and shall make available to Aspiration copies of all information, financial statements, and other documents which Aspiration may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Fund by its independent public  accountant and  such  reasonable number  of  copies  of  the  most  current prospectus, statement of additional information, and annual and interim reports of any Series as Aspiration may request, and the Fund shall cooperate fully in the efforts of Aspiration to sell and arrange for the sale of the Shares of the Series and in the performance of Aspiration under this Contract.
(c) The Fund shall take, from time to time, all necessary action, including payment of the related filing fee, as may be necessary to register its Shares under the 1933 Act to the end that there will be available for sale such number of Shares as Aspiration may be expected to sell. The Fund agrees to file, from time to time, such amendments, reports, and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, nor any omission of a material fact which omission would make the statements therein misleading.
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(d) The Fund shall use its best efforts to qualify and maintain the qualification of an appropriate number of Shares of each Series for sale under the securities laws of such states or other jurisdictions as Aspiration and the Fund may approve, provided that the Fund shall not be required to amend its Amended and Restated Agreement and Declaration of Trust or By-Laws, each as may be amended from time to time, to comply with the laws of any jurisdiction, to maintain an office in any jurisdiction, to change the terms of the offering of the Shares in any jurisdictionfrom the terms set forth in its Registration Statement, to qualify as a foreign corporation in any jurisdiction, or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering of the Shares.   Aspiration shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualifications.
7. EXPENSES OF THE FUND.  The Fund shall bear all costs and expenses of registering the Shares with the Securities and Exchange Commission (“Commission”) and qualifying the Shares for offer and sale with state and other regulatory bodies, and shall assume expenses related to communications with shareholders of each Series, including (i) fees and disbursements of its counsel and independent public accountant; (ii) the preparation, filing and printing of Registration Statements and/or prospectuses or statements of additional information required under the federal securities laws; (iii) the preparation and mailing of annual and interim reports, prospectuses, statements of additional information and proxy materials to shareholders; and (iv) the qualifications of Shares for sale under the securities laws of such jurisdictions as shall be selected by the Fund and Aspiration pursuant to Paragraph 6(d) hereof, and the costs and expenses payable to each such jurisdiction for continuing qualification therein.
8. EXPENSES OF ASPIRATION.  Aspiration shall bear all costs and expenses of (i) preparing, printing and distributing any materials not prepared by the Fund and other materials used by Aspiration in connection with the sale of Shares under this Contract, including the additional cost of printing copies of prospectuses, statements of additional information, and annual and interim shareholder reports other than copies thereof required for distribution to existing shareholders or for filing with any federal or state securities authorities; (ii) any expenses of advertising incurred by Aspiration in connection with such offering; (iii) the expenses of registration or qualification of Aspiration as a broker or dealer under federal or state laws and the expenses of continuing such registration or qualification; and (iv) all compensation paid to Aspiration’s employees and others for selling Shares, and all expenses of Aspiration, its employees and others who engage in or support the sale of Shares as may be incurred in connection with their sales efforts.
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9. INDEMNIFICATION.
(a) The Fund agrees to indemnify, defend and hold Aspiration, its officers and directors, and any person who controls Aspiration within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Aspiration, its officers, directors or any such controlling person may incur under the 1933 Act, or under common law or otherwise, arising out of or based upon the Fund’s refusal or failure to comply with the terms of this Contract, or any alleged untrue statement of a material fact contained in the Registration Statement or arising out of or based upon any alleged omission to state a material fact required to be stated in the Registration Statement or necessary to make the statements therein not misleading, except insofar as such claims, demands, liabilities or expenses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished in writing by Aspiration to the Fund for use in the Registration Statement; provided, however, that this indemnity agreement shall not inure to the benefit of any person who is also an officer or Board member of the Fund or who controls the Fund within the meaning of Section 15 of the 1933 Act, unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the 1933 Act; and further provided, that in no event shall anything contained herein be so construed as to protect Aspiration against any liability to the Fund or to the shareholders of any Series to which Aspiration would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations under this Contract.   The Fund shall not be liable to Aspiration under this indemnity agreement with respect to any claim made against Aspiration or any person indemnified unless Aspiration or other such person shall have notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon Aspiration or such other person (or after Aspiration or the person shall have received notice of service on any designated agent).  However, failure to notify the Fund of any claim shall not relieve the Fund from any liability which it may have to Aspiration or any person against whom such action is brought otherwise than on account of this indemnity agreement. The Fund shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity agreement. If the Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Fund and satisfactory to indemnified defendants in the suit whose approval shall not be unreasonably withheld.  In the event that the Fund elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them.  If the Fund does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Fund agrees to notify Aspiration promptly of the commencement of any litigation or proceedings against it or any of its officers or Board members in connection with the issuance or sale of any of its Shares.
(b) Aspiration agrees to indemnify, defend, and hold the Fund, its officers and Board members and any person who controls the Fund within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending against such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Fund, its Board members or officers, or any such controlling person may incur under the 1933 Act or under common law or otherwise arising out of or based upon Aspiration’s refusal or failure to comply with the terms of this Contract, any alleged untrue statement of a material fact contained in information furnished by Aspiration to the Fund for use in the Registration Statement, arising out of or based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement necessary to make such information not misleading, or arising out of any agreement between Aspiration and any retail dealer, or arising out of any supplemental sales literature or advertising used by Aspiration in connection with its duties under this Contract. Aspiration shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if Aspiration elects to assume the defense, the defense shall be conducted by counsel chosen by Aspiration and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld.  In the event that Aspiration elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them.  If Aspiration does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them.
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10. SERVICES PROVIDED TO THE FUND BY EMPLOYEES OF ASPIRATION.  Any person, even though also an officer, director, employee or agent of Aspiration who may be or become an officer, Board member, employee or agent of the Fund, shall be deemed, when rendering services to the Fund or acting in any business of the Fund under this Contract, to be rendering such services as an independent contractor of the Fund.
11. DURATION AND TERMINATION.
(a) This Contract shall become effective upon the date written above, provided that, with respect to any class of Shares of a Series, this Contract shall not take effect unless such action has first been approved by vote of a majority of the Board and by vote of a majority of those Board members who are not interested persons of the Fund and, for a class of Shares for which a plan pursuant to Rule 12b-1 has been adopted, also have no direct or indirect financial interest in the operation of the plan or in any agreements related thereto (all such Board members collectively being referred to herein as the “Independent Board Members”), cast in person at a meeting called for the purpose of voting on such action.
(b) Unless sooner terminated as provided herein, this Contract shall continue in effect for two years from the above written date. Thereafter, if not terminated, this Contract shall continue  automatically  for  successive  periods  of  twelve  months  each,  provided  that  such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Board Members, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or with respect to a class of Shares of any given Series by vote of a majority of the outstanding voting securities of that class of Shares of such Series.
(c) Notwithstanding the foregoing, with respect to a class of Shares of a Series, this Contract may be terminated at any time, without the payment of any penalty, by vote of the Board, by vote of a majority of the Independent Board Members or by vote of a majority of the outstanding voting securities of that class of Shares of the Series on sixty days’ written notice to Aspiration or by Aspiration at any time, without the payment of any penalty, on sixty days’ written notice to the Fund or such Series.  This Contract will automatically terminate in the event of its assignment.
(d) Termination of this Contract with respect to a class of Shares of any given Series shall in no way affect the continued validity of this Contract or the performance thereunder with respect to any other classes of Shares of that Series or any classes of Shares of any other Series.
12. AMENDMENT OF THIS CONTRACT.  No provision of this Contract may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.
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13. NOTICE. Any notice required or permitted to be given by either party to the other shall be deemed sufficient upon receipt in writing at the other party’s principal offices.
14. CONFIDENTIALITY. Without the prior consent of the other party, no party shall disclose Confidential Information (as defined below) of any other party received in connection with the services provided under this Contract. The receiving party shall use the same degree of care as it uses to protect its own confidential information of like nature, but no less than a reasonable degree of care, to maintain in confidence the Confidential Information of the disclosing party. The foregoing provisions shall not apply to any information that (i) is, at the time of disclosure, or thereafter becomes, part of the public domain through a source other than the receiving party, (ii) is subsequently learned from a third party that, to the knowledge of the receiving party, is not under an obligation of confidentiality to the disclosing party, (iii) was known to the receiving party at the time of disclosure, or (iv) is generated independently by the receiving party, or (v) is disclosed pursuant to applicable law, subpoena, applicable professional standards, request of a governmental or regulatory agency, or other process after reasonable notice to the other party. The parties further agree that a breach of this provision would irreparably damage the other party and accordingly agree that each of them is entitled, in addition to all other remedies at law or in equity, to an injunction or injunctions without bond or other security to prevent breaches of this provision.
For the purpose of this Contract, 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 Fund (“NPPI”) provided by, or at the direction of, the Fund to Aspiration, or collected or retained by Aspiration in the course of performing its duties and responsibilities under this Contract shall remain the sole property of the Fund. Aspiration shall not give, sell or in any way transfer such Confidential Information to any person or entity, other than affiliates of Aspiration except in connection with the performance of Aspiration’s duties and responsibilities under this Contract, at the direction of the Fund or as required or permitted by law (including applicable anti-money laundering laws). Aspiration 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 Fund. Aspiration represents to the Fund that it has adopted a statement of its privacy policies and practices as required by Regulation S-P and agrees to provide the Fund with a copy of that statement as requested by the Fund.
The parties agree to comply with any and all regulations promulgated by the Commission or other applicable laws regarding the confidentiality of shareholder information.
The provisions of this Section shall survive the termination of this Contract.
15. BOOKS AND RECORDS.  In compliance with the requirements of Rule 31a-3 under the 1940 Act, Aspiration agrees that all records that it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request.
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16. ANTI-MONEY LAUNDERING.  Aspiration agrees to perform such anti-money laundering (“AML”) functions with respect to the Shares as the Fund may reasonably delegate to Aspiration from time to time or as Aspiration is otherwise obligated to perform.  In accordance with mutually agreed procedures, Aspiration shall use commercially reasonable efforts in carrying out such functions under the Fund’s AML program as it relates to a Series.
17. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof, and in accordance with the 1940 Act.  To the extent that the applicable laws of the State of Delaware conflict with the applicable provisions of the 1940 Act, the latter shall control.  As used in this Contract, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meaning as such terms have in the 1940 Act, subject to any exemption or interpretation as may be issued by the Commission by any rule, regulation or order or contained in any no-action or interpretive positions taken by the Commission staff. Where the effect of a requirement of the 1940 Act reflected in any provision of this Contract is revised by a rule, regulation, order or interpretation of the Commission or the Commission staff, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, order or interpretation.
18. LIMITATION OF LIABILITY OF THE BOARD MEMBERS AND SHAREHOLDERS OF THE FUND.  The Board members and the shareholders of the Fund shall not be liable for any obligations of the Fund or any Series under this Contract, and Aspiration agrees that, in asserting any rights or claims under this Contract, it shall look only to the assets and property of the Fund or the particular Series in settlement of such right or claims, and not to such Board members or shareholders.
19. MISCELLANEOUS.  The captions in this Contract are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.  If any provision of this Contract shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Contract shall not be affected thereby.  This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.
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IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.

ASPIRATION FUNDS
By:  /s/ Andrei Cherny
Name: Andrei Cherny
Title:  CEO

ASPIRATION FINANCIAL, LLC

By:  /s/ Michael Shuckerow
Name:  Michael Shuckerow
Title:  CEO
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APPENDIX A
TO THE PRINCIPAL UNDERWRITING
CONTRACT BETWEEN
ASPIRATION FUNDS AND
ASPIRATION FINANCIAL LLC
(Dated August 30, 2021)



Name of Series
Aspiration Redwood Fund

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Exhibit (j)



Consent of Independent Registered Public Accounting Firm



We consent to the use of our report, dated November 29, 2021, with respect to the financial statements of Aspiration Redwood Fund, as of September 30, 2021, incorporated herein by reference and to the references to our firm under the headings “Financial Highlights” in the Prospectus and “Independent Registered Public Accounting Firm” in the Statement of Additional Information.
/s/ KPMG LLP

Los Angeles, California
January 27, 2022

Exhibit (p)(4)



Introduction
Aspiration Financial, LLC (“Aspiration”) has approved and adopted this Distributor Code of Ethics (the “Code”) as it relates to its business of acting as a distributor of investment companies organized under the Investment Company Act of 1940.  This Code sets forth the standards of business conduct to which all of Aspiration’s Covered Persons are subject.
Who is Covered by the Code
This Code applies to all Registered Representatives Aspiration or other personsas determined by Aspiration’s Chief Compliance Officer (“CCO”) (hereinafter “Covered Persons”) actively involved in the functions the Firm performs as distributor of Investment Companies organized under the Investment Company Act of 1940. It is the responsibility of each Covered Person to immediately report to Aspiration’s CCO, any known or suspected violations of this Code, Aspiration’s Written Supervisory Procedures, or of any other activity of any Covered Person or consultant that could constitute a violation of law.  If you are aware of any activity in this regard, you should contact the CCO immediately.  Failure to report a potential violation could result in disciplinary action against the non-reporting Covered Person.  Aspiration will ensure that Covered Persons are not subject to retaliation in their employment as a result of reporting a known or suspected violation.
Things You Need to Know to Use this Code
Covered Persons subject to this Code of Conduct are also covered by the Code of Conduct of Aspiration Fund Adviser, LLC, an affiliated of Aspiration.
The CCO has the authority to grant written waivers of the provisions of this Code in appropriate instances.  However, (i) it is expected that waivers will be granted only in rare instances and, (ii) some provisions of the Code are prescribed by SEC rules and cannot be waived.  These provisions include, but are not limited to, the requirements that Access Persons file reports and obtain pre-approval of investments in IPOs and Limited Offerings.
The CCO will review the terms and provisions of this Code at least annually and make amendments as necessary.  Any amendments to this Code will be provided to you.
Compliance with the Federal Securities Laws
Covered Persons are required to comply with applicable federal securities laws at all times.  Examples of applicable federal securities laws include:
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the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 and the SEC rules thereunder
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the Investment Advisers Act of 1940 and the SEC rules thereunder
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the Investment Company Act of 1940 and the SEC rules thereunder
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title V of the Gramm-Leach-Bliley Act of 1999 (privacy and security of Client non-public information)
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the Bank Secrecy Act, as it applies to mutual funds and investment Advisers, and the SEC and Department of the Treasury rules thereunder
Conflicts of Interest
Personal Conflicts
All Covered Persons must avoid establishing financial interests or outside affiliations which may create a conflict, or appear to create a conflict, between the Covered Person’s personal interests and the interests of Aspiration or its Clients.  A potential conflict of interest exists whenever a Covered Person has a direct financial or other personal interest in any transaction or proposed transaction involving Aspiration or any of its Clients.  A conflict of interest may also exist where the Covered Person has an indirect interest in a transaction, for example, because the transaction will benefit someone with whom the Covered Person has a friendship or other personal relationship.
In such situations, Covered Persons must disclose the conflict to the CCO and recuse themselves from the decision-making process with respect to the transaction in question and from influencing or appearing to influence the relationship between Aspiration or any of its Clients and the customer involved.  Covered Persons may not use non-public knowledge of a pending or currently considered securities transaction for a Client to profit personally, directly or indirectly, as a result.
Conflict of Interest between Aspiration and a Client
In certain instances, Aspiration’s relationship with a Client may require Aspiration to place the Client’s interest above its own interests.  If a Covered Person becomes aware of a situation where Aspiration’s pursuit of its own interests in a transaction appears to conflict with its obligations to a Client, he or she should bring the situation to the immediate attention of the CCO.
The Appearance of a Conflict of Interest Must Be Avoided
All Covered Persons are expected to be objective in making business decisions and to consider any improper interest or influence that could arguably impair that objectivity.  In determining whether there is an appearance of conflict, each Covered Person should determine whether a reasonable, disinterested observer (i.e., investor, supplier, broker, an acquaintance, examiner or a government representative) would have any grounds to believe:
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That Aspiration was serving its own interests or one Client’s interests at the expense of another
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That business with Clients or Aspiration was done on the basis of friendship, family ties, the giving and receiving of gifts, or to curry favor with some specific entity or individual rather than on the merits
If a Covered Person’s participation in a decision-making process would raise the appearance of conflict of interest, the Covered Person should inform his or her manager immediately.
Outside Business Activities
All Covered Person board memberships, advisory positions, trade group positions, management positions, or any involvement with public companies must be fully disclosed and submitted for prior approval to the CCO, with the exception of purely charitable or civic involvements which do not impinge on the Covered Person’s work commitment to Aspiration.  Approval must be obtained through the CCO and will ordinarily require consideration by senior management of Aspiration.  Aspiration can deny approval for any reason.  This prohibition does not apply to service as an officer or board member of any parent, subsidiary or affiliate of Aspiration.
Preferential Treatment
Covered Persons must make investment decisions, undertake commitments, and perform their duties and obligations without favoritism of any kind and award business or contracts strictly on the basis of merit.  A Covered Person should not actively seek nor accept a discount on any item for personal use from a business contact.  If such a person extends preferential treatment (for example, offers a discount) to a Covered Person in a personal transaction, the Covered Person must have the preferential treatment pre-approved by the CCO before proceeding with the transaction.
Borrowing
Covered Persons should borrow only from reputable organizations that regularly lend money.  Borrowing from relatives, however, is not subject to restriction.  If a Covered Person borrows from any financial institution, the loan must not involve favored treatment of any kind based upon their employment with Aspiration.
Gifts and Gratuities
No Covered Person may accept or receive on their own behalf or on behalf of Aspiration any gift or other accommodation which has a value in excess of a de minimis amount (currently $100) from any vendor, broker, public company, securities salesman, Client or prospective Client (a “business contact”).  No Covered Person may accept cash gifts or cash equivalents from any such person.  This prohibition applies equally to gifts to members of the Family/Household of a Covered Person.  Any gifts or accommodations in excess of the de minimis amount must be submitted to the CCO for prior approval.  The CCO will maintain documentation of all such requests and resulting approvals or denials. Any gifts or accommodations in excess of $100 amount must be recorded on the Aspiration Gift Log and submitted to the recipient’s supervisor for approval.
No Covered Person may give on their own behalf or on behalf of Aspiration any gift or other accommodation to a business contact that may be construed as an improper attempt to influence the recipient.  These policies are not intended to prohibit normal business entertainment.
All gifts, given and received, must be reported to Aspiration’s CCO.
Entertainment and Meals
Payment for entertainment or meals where the Covered Person is not accompanied by the person purchasing the entertainment or meals is considered a gift, subject to the rules discussed above.  Acceptance of meals and entertainment where the host is present is generally permitted.  However, the acceptance of particularly lavish entertainment or entertainment with excessive frequency is generally inappropriate and should be refused.  Entertainment in poor taste or that adversely reflects on the morals or judgment of the individuals attending the event is considered inappropriate and also should be refused.  Individuals involved in the purchase of equipment, supplies, and services may not accept entertainment or meals from a vendor or potential vendor except if business is to be discussed.  Finally, under no circumstances should entertainment be accepted which may affect or be construed to affect any future dealing with that person.
Standards of Business Conduct
General
Covered Persons are expected to conduct themselves at all times in a manner consistent with the highest professional standards.  Each Covered Person accordingly must devote his or her attention and skills to the performance of his or her responsibilities and avoid activities that interfere with that responsibility or that are detrimental to Aspiration and its reputation.
Communications with Clients
All communications with Clients, whether verbal or written, must convey information clearly and fairly. Covered Persons must comply with Aspiration’s policies and procedures regarding Advertising and Performance Reporting.  Exaggerated, unwarranted or misleading statements or claims are prohibited.
Disclosure of Confidential Information
In the course of conducting business, Covered Persons may become privy to confidential information about Aspiration, its present and prospective Clients, and Reportable Fund agents.  It is a violation of this Code and in some cases may be a violation of law, for any Covered Person to disclose to anyone other than another Covered Person any confidential information obtained while in the course of conducting business on behalf of Aspiration.  Disclosure to other Covered Persons should be made only when and to the extent necessary to further the legitimate business purposes of Aspiration.  Covered Persons may not use any such information in connection with their personal investments or investments of others subject to their control.
Client and Investor Information
Clients and investors in the parent of Aspiration have the right to expect Aspiration and its Covered Persons to treat information concerning their business dealings in the strictest confidence.  Accordingly, no one may divulge investor confidences except in accordance with Aspiration’s privacy policy and unless the party to whom a disclosure is made is legitimately entitled to the information (i.e., needs to know the information in furtherance of the investor’s business) or the investor gives prior consent to the disclosure.  Any such prior consent should be documented in advance of disclosure.
Company Information
Confidential information about Aspiration, its parent or other affiliated companies, that is obtained by an Covered Person, including its Clients, products, processes, financial condition, plans, patents, or licenses may not be disclosed to persons outside of the organization, except with the approval of senior management and to further the legitimate business purposes of Aspiration.
Discretion should always be used when handling confidential Client information or company information, and such information should never be disseminated to an unauthorized person.  Covered Persons are reminded that when it is necessary to carry sensitive information off Aspiration’s premises, they should take appropriate care for its security.  Specifically, Covered Persons should avoid casually displaying documents or engaging in confidential business conversations in public places, including, but not limited to, elevators, hallways, restrooms, airports, and in public transportation.  Covered Persons who take documents or computer files off the premises to work at home should return all such materials to Aspiration upon completion of the particular at home project.  Any questions about the confidential nature of information or whether confidential information may be disclosed should immediately be referred to the CCO.
Corporate Assets
All information, products and services connected to or generated by Aspiration as a business are considered corporate assets to which Aspiration has ownership rights.  Corporate property utilized or developed by Covered Persons during their employment, including, but not limited to, files, analysis, reference materials, reports, written or e-mail correspondence, trade secrets, Client lists, strategies, computer hardware and software, data processing systems, computer programs and databases, remains exclusively Aspiration’s property both during employment and after the Covered Person leaves Aspiration.  Accordingly, all Covered Persons are expected to protect Aspiration’s ownership or property including all information, products, and services and to return all information to Aspiration at the termination of employment.
Further, Covered Persons are prohibited from misusing Aspiration’s corporate assets (including use of assets for a non-business purpose, theft, inflation of expenses, etc.) and from misusing or removing those assets from the premises upon leaving Aspiration.  Before beginning employment with Aspiration, each Covered Person should give his or her manager a copy or any non-competition, non-disclosure or non-pirating agreement by which the Covered Person is bound at the time of hiring. Any questions about this requirement should be raised with senior management.
Money Laundering
In connection with Aspiration’s Anti-Money Laundering Policies and Procedures, every Covered Person bears responsibility for recognizing suspicious transaction or investor activity that may constitute money laundering (including the structuring of deposits) and that may involve proceeds from unlawful activities such as drug trafficking or racketeering.  In particular, Covered Persons should be aware that even the simple receipt of funds, including through wire transfers, which are derived from illegal activities can subject them to prosecution for money laundering.  Any suspicious deposit or customer activity which causes a Covered Person concern about the source of an investor’s funds should be promptly reported to the CCO.
Bribery
Under federal law, it is illegal for Aspiration or any Covered Person to pay, offer to pay, or authorize a payment of any money or other thing of value to:
•
an official of a local, state, federal or foreign government or an agency of a local, state, federal or foreign government
•
a political party or official thereof, or a candidate for political office
•
any other person the payor knows or has reason to know will pay or give the money or value to those listed above
•
Where the purpose is to influence the recipient to take or refrain from taking any official action or to induce the recipient to use his or her influence to affect governmental action to obtain, retain, or direct business for Aspiration, offering or making any such remuneration or consideration to a domestic or foreign government official, political party or candidate for political office is strictly prohibited.  All Covered Persons must immediately report all invitations to accept a bribe or any proposal or suggestion of a similar illegal nature to the CCO.
Restrictions on Personal Trading Activity
General Policy
No Covered Person shall, in connection with the direct or indirect purchase or sale of a Security “held or to be acquired”:
•
employ any device, scheme or artifice to defraud
•
make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they are made, not misleading
•
engage in any act, practice or course of business that operates or would operate as fraud or deceit
•
engage in any manipulative practice

Prohibition Against Insider Trading
As further detailed within Aspiration’s Written Supervisory Procedures, Covered Persons and the members of their Family/Household are prohibited from engaging in, or helping others engage in, insider trading.  Generally, the “insider trading” doctrine under U.S. federal securities laws prohibits any person (including investment advisers) from knowingly or recklessly breaching a duty owed by that person by:
•
trading while in possession of material, nonpublic information
•
communicating (“tipping”) such information to others
•
recommending the purchase or sale of securities on the basis of such information
•
providing substantial assistance to someone who is engaged in any of the above activities
This means that Covered Persons and members of their Family/Household may not trade with respect to a particular security or issuer at a time when that person knows or should know that he or she is in possession of material nonpublic information about the issuer or security.  Information is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or if it could reasonably be expected to affect the price of a company’s securities.  Material information can also relate to events or circumstances affecting the market for a company’s securities such as information about an expected government ruling or regulation that can affect the business of a company in which the Fund may invest.  Information is considered nonpublic until such time as it has been disseminated in a manner making it available to investors generally (e.g., through national business and financial news wire services).  Please refer to Aspiration Written Supervisory Procedures for a full description of permissible and prohibited activities.
IPOs
Covered Persons are prohibited from purchasing shares of a company during its Initial Public Offer (IPO). All trades must occur after a company’s IPO has been completed and the shares are traded on the secondary market.
Restrictions on Personal Securities Transactions
Except as otherwise described herein, Covered Persons who are Access Persons of Aspiration Fund Adviser, LLC must comply with the Restrictions on Personal Securities Transactions by Access Persons and Pre-Clearance. Reporting Requirements & Procedures, Initial and Annual Holdings Reports, and Quarterly Transaction Report requirements found in the Code of Ethics of Aspiration Fund Adviser, LLC, an affiliate of Aspiration.

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