CBDX Curative Biosciences Inc (CE)

JOINT PROXY STATEMENT

COMBINED SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 17, 2014

This joint proxy statement (“Joint Proxy Statement”) and enclosed notice and proxy card are being furnished in connection with the solicitation of proxies by the board of trustees (the “Board” or the “Trustees”) of Aston Funds (“Aston Funds” or the “Trust”) and its series, ASTON/Anchor Capital Enhanced Equity Fund, ASTON/Barings International Fund, ASTON/Cornerstone Large Cap Value Fund, ASTON/DoubleLine Core Plus Fixed Income Fund, ASTON/Fairpointe Mid Cap Fund, ASTON/Harrison Street Real Estate Fund, ASTON/Herndon Large Cap Value Fund, ASTON/Lake Partners LASSO Alternatives Fund, ASTON/LMCG Emerging Markets Fund, ASTON/LMCG Small Cap Growth Fund, ASTON/Montag & Caldwell Balanced Fund, ASTON/Montag & Caldwell Growth Fund, ASTON/Montag & Caldwell Mid Cap Growth Fund, ASTON/River Road Dividend All Cap Value Fund, ASTON/River Road Dividend All Cap Value Fund II, ASTON/River Road Independent Value Fund, ASTON/River Road Long-Short Fund, ASTON/River Road Select Value Fund, ASTON/River Road Small Cap Value Fund, ASTON/Silvercrest Small Cap Fund, ASTON/TAMRO Diversified Equity Fund, ASTON/TAMRO Small Cap Fund and ASTON/TCH Fixed Income Fund (each, a “Fund” and collectively, the “Funds”). The proxies are being solicited for use at a combined special meeting of shareholders of the Trust to be held at the offices of Aston Asset Management, LP, 120 North LaSalle Street, Suite 2500, Chicago, Illinois 60602, on April 17, 2014 at 9:00 a.m. Central Time, and at any and all adjournments or postponements of all or any portion thereof (the “Meeting”).

The Board has called the Meeting and is soliciting proxies from shareholders of each Fund for the purposes listed below:

This Joint Proxy Statement and the accompanying notice and the proxy card are being first mailed to shareholders on or about February 7, 2014.

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The Board has determined that the use of this Joint Proxy Statement for the Meeting is in the best interests of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of the Funds. You are entitled to vote at the Meeting of each Fund of which you are a shareholder as of the close of business on January 24, 2014 (the “Record Date”) even if you no longer own shares.

If you have any questions about the proposals or about voting, please call Georgeson Inc. d/b/a Computershare Fund Services, the Funds’ proxy solicitor, at 1-866-880-8631.

BACKGROUND

Aston Asset Management, LP (“Aston” or the “Adviser”) currently serves as the investment adviser to each Fund and provides investment advisory, mutual fund administration and distribution-related services to each Fund. Aston is a majority-owned subsidiary of Affiliated Managers Group, Inc. (“AMG”). As part of its global distribution strategy, AMG has determined to exercise its option to purchase the outstanding equity of Aston that is not currently owned by AMG, making Aston a wholly-owned subsidiary of AMG (the “Transaction” which is more fully defined below). Following the Transaction, Aston will continue to operate the Funds. Throughout this Joint Proxy Statement, “Aston” shall refer to Aston Asset Management, LP prior to the Transaction and Aston Asset Management, LLC after the Transaction. The Transaction may be deemed to be an “assignment” of the current investment advisory agreement between Aston and the Trust, on behalf of each Fund, for purposes of Section 15(a)(4) of the Investment Company Act of 1940, as amended (the “1940 Act”), which would cause that agreement to automatically terminate.

The Transaction is expected to close on or about April 30, 2014, or as soon as practicable thereafter, and is subject to the satisfaction or waiver of certain conditions, including, among others: (1) approval by the shareholders of the Trust of the election of all ten of the trustee nominees being proposed at the Meeting, and such elected trustee nominees shall constitute all of the trustees immediately following the closing and (2) approval by the shareholders of each Fund of a new investment advisory agreement between Aston and the Trust, on behalf of the Fund.

Upon the closing of the Transaction, Aston will continue to serve as investment adviser to the Funds and will provide substantially the same services to the Funds as before. Each Fund’s current subadviser is expected to continue to manage each Fund, and the investment objective(s) of the Funds will remain the same. The fees and expenses payable by the Funds will not change, including the advisory fee rate payable to Aston for each Fund and the subadvisory fee rates payable by Aston to each subadviser.

As part of the Transaction, AMG will effectuate a corporate restructuring through which Aston will be converted into a Delaware limited liability company, and will change its name to “Aston Asset Management, LLC,” the interests in which will be held by AMG through its wholly-owned subsidiary Managers Investment Group LLC (“Managers”). While there is no present intention to do so, in the future, AMG and the management teams at Aston and Managers may decide to combine all or parts of the business of Aston and Managers (the “Potential Future Events”). Because AMG will be the 100% owner of each of Managers and Aston following the Transaction, the Potential Future Events, if ever pursued, would not result in a change of actual control or management of Aston or Managers and, therefore, pursuant to Rule 2a-6 under the 1940 Act, there would not be an “assignment” of the investment advisory agreement then in effect between Aston and the Trust, on behalf of each Fund, and

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therefore the resulting entity or entities would be able to manage the Funds under the investment advisory agreement with respect to each Fund entered into between Aston and the Trust without any need of further Board or shareholder approval. Approval by the shareholders of a Fund of a new investment advisory agreement between Aston and the Trust, on behalf of the Fund (as set forth in Proposal 2), will be deemed to include approval of the resulting entity or entities serving as investment adviser to such Fund under such investment advisory agreement in the case of the Potential Future Events.

If the Transaction is not completed, Proposal 2 will not take effect.

OVERVIEW OF THE PROPOSALS

Proposal 1

Election of Trustees

The Board has proposed ten nominees for election by shareholders. The Board currently consists of nine Trustees, five of which have been nominated by the Board for election. You are, therefore, being asked to elect these five incumbent Trustees to continue to serve as Board members and five new nominees to serve as Board members. The incumbent Trustee nominees are William E. Chapman, II, Edward J. Kaier, Steven J. Paggioli, Eric P. Rakowski and Thomas R. Schneeweis. The new nominees are Bruce B. Bingham, Christine C. Carsman, Kurt Keilhacker, Richard F. Powers III and Victoria Sassine. As discussed in greater detail below, the Board has unanimously determined to recommend a vote “FOR” the election of each nominee.

Proposal 2

Approval of New Investment Advisory Agreement with Aston Asset Management, LLC

Under an investment advisory agreement between Aston and the Trust, with respect to each Fund (each a “Current Advisory Agreement” and collectively, the “Current Advisory Agreements”), Aston currently serves as the investment adviser to each Fund. Aston manages each Fund by selecting one or more other investment managers to manage the Fund’s portfolio on a subadvisory basis. Aston is responsible for identifying and selecting each Fund’s subadvisers, monitoring the performance of such subadvisers, and terminating subadvisers. As required by the 1940 Act, each Current Advisory Agreement provides for its automatic termination in the event of its assignment. Consummation of the Transaction may be deemed to be an “assignment,” as that term is defined in the 1940 Act, of each Fund’s Current Advisory Agreement. In anticipation of the Transaction, shareholders of each Fund are being asked to approve a new investment advisory agreement between the Trust, on behalf of the Fund, and Aston, to be effective upon the consummation of the Transaction. As discussed in greater detail below, the Board has unanimously determined to recommend a vote “FOR” this proposal.

Proposal 3

Approval of Manager-of-Managers Structure Under Any Applicable Exemptive Order or Future Rule

Each Fund is currently operating under a “manager-of-managers” structure pursuant to an exemptive order issued by the Securities and Exchange Commission (the “SEC”) to Aston and the

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Trust (the “Aston Order”). The Aston Order enables Aston to retain and terminate subadvisers, engage new subadvisers (including entering into new subadvisory agreements) and make material revisions to the terms of the subadvisory agreements relating to the Funds subject to the approval of the Board, but without the need for shareholder approval. The Aston Order will continue to be available and each Fund can continue to rely on the Aston Order in connection with and following the Transaction. Separately, the SEC issued an exemptive order to Managers (the “Managers Order” and, together with the Aston Order, each, an “Order,” and collectively, the “Orders”), which, as discussed above, will hold all of the interests of Aston following the Transaction. The Managers Order allows Managers and any entity that controls Managers, that Managers controls or that is under common control with Managers to enter into and materially amend contracts with subadvisers for the funds managed by such entity without shareholder approval. Approval is currently being sought from the shareholders of each Fund to provide each Fund the flexibility to operate under a manager-of-managers structure under any then applicable manager-of-managers exemptive order (and any amendments thereto) deemed to be in the best interests of such Fund and its shareholders, including the Orders, as implemented by the then current investment adviser to the Fund, whether that be Aston, any successor thereto, or any other future investment adviser to the Fund, or under any future rule that may be adopted by the SEC. As discussed in greater detail below, the Board has unanimously determined to recommend a vote “FOR” this proposal.

The Board, including the Independent Trustees, unanimously recommends that shareholders vote “FOR” Proposals 1, 2 and 3. Shareholders have the option of voting on the election of each Nominee separately. Unmarked, properly signed and dated proxy cards will be voted “FOR” all of the proposals.

PROPOSAL 1 – ELECTION OF TRUSTEES

The Board has proposed ten nominees for election by shareholders (each, a “Nominee” and collectively, the “Nominees”). The Board currently consists of nine Trustees. The following Nominees, if elected at the Meeting, will each hold office for an indefinite term until the earliest of: (i) removal by two-thirds of the Board or shareholders, (ii) resignation, death or incapacity, (iii) the election and qualification of his or her successor, in accordance with the Amended and Restated By-Laws of the Trust, or (iv) the last day of the fiscal year in which he or she attains the age of 75 years: Bruce B. Bingham, Christine C. Carsman, William E. Chapman, II, Edward J. Kaier, Kurt Keilhacker, Steven J. Paggioli, Richard F. Powers III, Eric P. Rakowski, Victoria Sassine and Thomas R. Schneeweis. Messrs. Chapman, Kaier, Paggioli, Rakowski and Schneeweis are currently members of the Board and are collectively referred to herein as the “Incumbent Trustee Nominees.” Messrs. Bingham, Keilhacker and Powers and Mses. Carsman and Sassine are new Nominees and are collectively referred to herein as the “New Trustee Nominees.” Each of the Nominees has consented to serve or continue to serve, as the case may be, as a Trustee. Certain biographical and other information relating to the Nominees, including each Nominee’s experience, qualifications, attributes and skills for Board membership, is set forth below. It is expected that nine of the Nominees would not be considered “interested persons” as defined in the 1940 Act (the “Independent Trustees”) and one of the Nominees would be considered an “interested person” as defined in the 1940 Act (the “Interested Trustee”) of the Trust. Messrs. Chapman, Kaier, Paggioli, Rakowski and Schneeweis are Independent Trustee incumbents who were previously elected by shareholders. Messrs. Bingham, Keilhacker and Powers and Ms. Sassine are expected to be Independent Trustees, if elected. Ms. Carsman, who currently serves as Chief Legal Officer of the Trust but would no longer serve in that position if elected to the Board, would be an Interested Trustee, if elected, by virtue of her position with, and interest in securities of, AMG, and her

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former position as Chief Legal Officer of the Trust. On December 19, 2013, the members of the Trust’s Nominating and Governance Committee (described below), which include all of the Independent Trustees, selected and nominated the Incumbent Trustee Nominees and the New Trustee Nominees, and on December 19, 2013, the Board voted to submit the Incumbent Trustee Nominees and the New Trustee Nominees to a vote of shareholders of the Trust. The Board knows of no reason why any of these Nominees would be unable to serve.

Reason for the Proposal

Section 16(a) of the 1940 Act provides that no person shall serve as a director of a registered investment company unless elected to that office by the holders of the outstanding voting securities of such company, at an annual or a special meeting duly called for that purpose; except that vacancies occurring between such meetings may be filled in any otherwise legal manner if immediately after filling any such vacancy at least two-thirds of the directors then holding office shall have been elected to such office by the shareholders of the company at such an annual or special meeting.

The five Incumbent Trustee Nominees were elected by shareholders in 2010. It is necessary to hold a shareholder meeting for the purpose of electing Messrs. Bingham, Keilhacker and Powers and Mses. Carsman and Sassine to the Board. The Board has considered it appropriate that the Incumbent Trustee Nominees and the New Trustee Nominees stand for election by the shareholders.

Information About the Board and the Nominees

The Board has general oversight responsibility with respect to the business and affairs of the Trust. Because all of the Funds are series of the Trust, a single Board oversees the operations of all the Funds. The Board establishes policies and reviews and approves contracts and their continuance. The Trustees regularly request and/or receive reports from the Adviser, the Trust’s other service providers and the Trust’s Chief Compliance Officer (the “CCO”). The Board currently is composed of nine Trustees, seven of whom are Independent Trustees. An Independent Trustee serves as the Chairman of the Board (the “Independent Chairman”) and a separate individual serves as Chief Executive Officer of the Trust (as set forth below). The Independent Chairman, among other things, chairs meetings of the Trustees, consults with the Chief Executive Officer on the agenda, and facilitates communication among the Independent Trustees, management of the Funds and the full Board. The Board believes that a chairman without any conflicts of interests arising from a position with Fund management promotes the independent oversight function of the Board.

The Board has established three standing committees. The Audit Committee, the Nominating and Governance Committee and the Valuation Committee. The Trust’s day-to-day operations are managed by the Adviser and other service providers. The Board and the committees meet regularly throughout the year to review the Trust’s activities, fund performance, valuation matters, compliance with regulatory requirements, and contractual arrangements with service providers.

Through its oversight role, through its committees and through the Trust’s officers and service providers, the Board performs a risk oversight function for the Trust consisting, among other things, of the following activities: (1) receiving and reviewing reports related to the performance and operations of the Funds at regular Board meetings, and on an ad hoc basis as needed; (2) reviewing and approving, as applicable, the compliance policies and procedures of the Trust; (3) meeting with portfolio management teams to review investment strategies, techniques and the processes used to

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manage related risks; (4) meeting with representatives of key service providers, including the Adviser, subadvisers, administrator, distributor, transfer agent, custodian and independent registered public accounting firm of the Funds, to review and discuss the activities of the Funds and to provide direction with respect thereto; and (5) receiving reports from the CCO on a variety of matters at regular and special meetings of the Board and its committees, as applicable, including matters relating to risk management. The Funds’ treasurer also reports regularly to the Audit Committee on the Funds’ internal controls and accounting and financial reporting policies and practices. The Audit Committee also receives reports from the Funds’ independent registered public accounting firm on internal control and financial reporting matters. On at least a quarterly basis, the Board meets with the Trust’s CCO, including separate meetings with the Independent Trustees in executive session, to discuss issues related to portfolio compliance and, on at least an annual basis, receives a report from the CCO regarding the effectiveness of the Trust’s compliance program. In addition, the Board receives reports from the Adviser and subadvisers on the investments and securities trading of the Funds, as well as reports from the Valuation Committee meetings. The Board also receives reports from the Trust’s primary service providers on a periodic or regular basis, including the Adviser and the Trust’s custodian, distributor and transfer agent. The Board also requires the Adviser to report to the Board on other matters relating to risk management on a regular and as needed basis, including reports on testing the compliance procedures of the Trust and its service providers.

The Board met five times during fiscal year ended October 31, 2013 and each Incumbent Trustee Nominee who was then a member of the Board was present for at least 75% of the aggregate number of meetings of the Board held during the period for which he has been a Trustee and meetings held by all committees on which he served during the period that he served.

The following table lists the Nominees, including all Incumbent Trustee Nominees, their names and ages, the positions held with the Trust and length of time served, their principal business occupations during the past five years and other directorships held in any publicly-traded company or any registered investment company during the past five years, as well as the experience, qualifications, attributes and skills for serving as Trustees.

There are twenty-three Funds in the Trust, all of which are overseen by the Board (and would be overseen by all Nominees, if elected). The address of each Nominee is c/o Aston Funds, 120 N. LaSalle Street, Suite 2500, Chicago, Illinois 60602. Correspondence intended for a current Trustee may be sent to this address.

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The summaries in the tables above relating to the experience, qualifications, attributes and skills of the Nominees are furnished in response to requirements imposed by the SEC, do not constitute holding out the Board or any Nominee as having any special expertise or experience, and do not impose any greater responsibility or liability on any such person or on the Board as a whole than would otherwise be the case. The Board believes that the significance of each Nominee’s experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Nominee may not have the same value for another) and that these factors are best evaluated at the Board level, with no single Nominee, or particular factor, being indicative of Board effectiveness. However, the Board believes that Trustees need to be able to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Trust management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. The Board believes that each of the Nominees has these abilities. Experience relevant to having these abilities may be achieved through a Nominee’s educational background; business, professional training or practice (e.g., finance or law), or academic positions; experience from service as a board

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member (including the Board) or as an executive of investment funds, other financial firms, not-for-profit entities or other organizations; and/or other life experiences. To assist them in evaluating matters under federal and state law, the Independent Trustees are counseled by their own separate, independent legal counsel, who participates in Board meetings and interacts with the Adviser, and also may benefit from information provided by the Trust’s and the Adviser’s legal counsel. Both Independent Trustee and Trust counsel have significant experience advising funds and fund board members. The Board and its committees have the ability to engage other experts, including the Funds’ independent public accounting firm, as appropriate. The Board evaluates its performance on an annual basis.

If the Nominees are elected, Mr. Chapman would remain Independent Chairman.

Principal Officers of the Trust

The Board elects the officers of the Trust, provided that the CCO must be approved by a majority of the Independent Trustees. Officers serve for an indefinite term until the earliest of: (i) removal by the Board, (ii) resignation, death or incapacity, or (iii) the election and qualification of their successors. The following table lists the names and ages of the officers, the positions held with the Trust and length of time served, their principal business occupations during the past five years, and any directorships held in a public company or registered investment company during the past five years (other than Ms. Carsman, for whom such information is included in the table above). The business address of each officer is c/o Aston Funds, 120 N. LaSalle Street, Suite 2500, Chicago, Illinois 60602.

Nominee Ownership of Fund Shares

The following table illustrates the dollar range of shares of each Fund beneficially owned (as determined pursuant to Rule 16a-1(a)(2) under the Securities Exchange Act of 1934) by the Nominees, including all of the Incumbent Trustee Nominees, as of December 31, 2013. The dollar range for the

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securities represented in the table was determined using the net asset value of a share of each Fund as of the close of business on December 31, 2013.

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None of the Nominees who would be Independent Trustees of the Trust or their immediate family members, had any interest in the Adviser or the Distributor, or any person controlling, controlled by or under common control with such persons, excluding the funds managed by Aston. For this purpose, “immediate family member” includes a Nominee’s spouse, children residing in a Nominee’s household and dependents of a Nominee.

Board Compensation

The Trustees of the Trust who are not affiliated with the Adviser or any subadviser receive an annual retainer, meeting fees and reimbursement for out-of-pocket expenses for each meeting of the Board they attend. The Independent Chairman and standing committee chairs receive an additional retainer. No officer or employee of the Adviser or any subadviser or their affiliates receives any compensation from the Trust for acting as a Trustee of the Trust. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices, except that the Trust compensates the administrator for providing an officer to serve as the Funds’ Chief Compliance Officer.

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The table below shows the aggregate compensation paid to each of the Incumbent Trustee Nominees for the fiscal year ended October 31, 2013.

Committees and Meetings of the Board

The Board has an Audit Committee, a Nominating and Governance Committee and a Valuation Committee. The Audit Committee and the Nominating and Governance Committee are composed of all of the current Independent Trustees. Currently, one Interested Trustee and one Independent Trustee serve as members of the Valuation Committee. In addition, Messrs. Chapman and Schneeweis are alternate members of the Valuation Committee. The following table discloses the number of meetings of each committee held during the fiscal year ended October 31, 2013, and the function of each committee:

Nominating and Governance Committee.

One of the primary functions of the Nominating and Governance Committee is to identify and recommend individuals for membership on the Board. When the Nominating and Governance Committee is identifying and evaluating candidates for nomination to serve as Trustee, it will identify

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candidates by obtaining referrals from such sources as it may deem appropriate, which may include shareholders, current Trustees or Aston. Shareholders may recommend candidates for Board positions by forwarding their correspondence by U.S. mail or courier service to the Trust’s Secretary for the attention of the Chair of the Nominating and Governance Committee. Recommendations for candidates must include a resume of the candidate.

The principal criterion for selection of candidates for Board positions, regardless of the source of recommendation, is the ability to carry out the responsibilities of the Board. In addition, the Board will take the following factors into consideration: (a) the Board collectively should represent a broad cross section of backgrounds, functional disciplines and experience; (b) candidates should exhibit stature commensurate with the responsibility of representing shareholders; (c) candidates should commit to strive for high attendance levels at regular and special meetings, and participate in committee activities as needed; and (d) candidates should represent the best choices available based upon thorough identification, investigation and recruitment of candidates.

The Nominating and Governance Committee takes the overall diversity of the Board into account when considering and evaluating candidates for Independent Trustee. While the Nominating and Governance Committee has not adopted a specific policy on diversity or a particular definition of diversity, when considering candidates, the Nominating and Governance Committee generally considers the manner in which each candidate’s business experience, background, race, gender and national origin are complementary to the existing Independent Trustees’ attributes.

Each Incumbent Independent Trustee Nominee was originally recommended to the Board for approval as an Independent Trustee by the Independent Trustees. Each New Trustee Nominee was recommended to the Board for approval as an Independent Trustee by the Independent Trustees, other than Ms. Carsman, who would be an Interested Trustee.

Shareholder Communications.

The Board provides a process for shareholders to communicate with the Board as a whole and/or each of the Trustees individually. Shareholders should forward such correspondence by U.S. mail or other courier service to the Secretary of the Trust. Correspondence addressed to the Board will be forwarded to each Trustee, and correspondence addressed to a particular Trustee will be forwarded to that Trustee.

Board recommendation on Proposal 1

The Trustees unanimously recommend that

shareholders of the Funds vote “FOR” the

election of each Nominee

PROPOSAL 2 – APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT WITH ASTON ASSET MANAGEMENT, LLC

Aston currently serves as the investment adviser to each Fund under the Current Advisory Agreement. Aston manages each Fund by selecting one or more other investment managers to manage the Fund’s portfolio on a subadvisory basis. Aston is responsible for identifying and selecting each Fund’s subadvisers, monitoring the performance of such subadvisers, and terminating subadvisers. The date of each Fund’s Current Advisory Agreement and the date on which it was last approved by shareholders and last approved or continued by the Board is provided in Appendix D.

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As required by the 1940 Act, each Current Advisory Agreement provides for its automatic termination in the event of its assignment. Consummation of the Transaction may be deemed to be an “assignment,” as that term is defined in the 1940 Act, of each Fund’s Current Advisory Agreement. In anticipation of the Transaction, shareholders of each Fund are being asked to approve a new investment advisory agreement (each a “New Advisory Agreement” and collectively, the “New Advisory Agreements” and, together with the Current Advisory Agreements, each an “Advisory Agreement” and collectively, the “Advisory Agreements”) between the Trust, on behalf of the Fund, and Aston, to be effective upon the consummation of the Transaction. The Form of New Advisory Agreement for each Fund is attached hereto as Appendix E. The New Advisory Agreement for each Fund will be substantially the same as the Fund’s Current Advisory Agreement, including with respect to the services Aston is required to provide to your Fund and the fee rates paid to Aston by the Fund. The material terms of the Current Advisory Agreements and the New Advisory Agreements are described under “Comparison of the Current Advisory Agreements and New Advisory Agreements” below.

The 1940 Act provides that, in order for an investment advisory agreement relating to a Fund to become effective, it must be approved by the Board, including a majority of the Independent Trustees, and by the Fund’s shareholders. In anticipation of the Transaction, the Board met in person on December 18-19, 2013 for the purpose of, among other things, considering whether it would be in the best interests of each Fund to approve a New Advisory Agreement with respect to such Fund. At the Board meeting, and for the reasons discussed below, the Board, including a majority of the Independent Trustees, approved a New Advisory Agreement with respect to each Fund and recommended its approval by shareholders.

Although each current subadvisory agreement may automatically terminate along with the Current Advisory Agreement upon the closing of the Transaction, shareholders do not need to approve new subadvisory agreements because the Aston Order enables Aston, subject to the approval of the Board, but without the need for shareholder approval, to retain and terminate subadvisers, engage new subadvisers and make material revisions to the terms of subadvisory agreements. In anticipation of the Transaction, Aston has recommended and the Board has approved new subadvisory agreements with each Fund’s current subadviser. If the New Advisory Agreement is approved by the shareholders of your Fund, a new subadvisory agreement with your Fund’s current subadviser will take effect upon the closing of the Transaction. The terms of the new subadvisory agreement relating to your Fund will be substantially the same as the terms of the current subadvisory agreement relating to your Fund, including with respect to the fee rates. Under the Aston Order, shareholders of a Fund will be notified of any future changes to the Fund’s subadviser.

While there is no present intention to do so, in the future, AMG and the management teams at Aston and Managers may decide to combine all or parts of the business of Aston and Managers. Because AMG will be the 100% owner of each of Managers and Aston following the Transaction, the Potential Future Events, if ever pursued, would not result in a change of actual control or management of Aston or Managers and, therefore, pursuant to Rule 2a-6 under the 1940 Act, there would not be an “assignment” of the investment advisory agreements then in effect between Aston and the Trust, on behalf of the Funds, and therefore the resulting entity or entities would be able to manage the Funds under the investment advisory agreement with respect to each Fund entered into between Aston and the Trust without any need of further Board or shareholder approval. Approval by the shareholders of a Fund of a new investment advisory agreement between Aston and the Trust, on behalf of the Fund, will be deemed to include approval of the resulting entity or entities serving as investment adviser to such Fund under such investment advisory agreement in the case of the Potential Future Events.

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Comparison of Current Advisory Agreement and New Advisory Agreement

The terms of the New Advisory Agreement for each Fund are identical to those of the Current Advisory Agreement for such Fund, except for the date of effectiveness, the initial term and Aston Asset Management, LLC being a party to the New Advisory Agreement instead of Aston Asset Management, LP, which is a party to the Current Advisory Agreement. There is no change in the advisory fee rate payable by any Fund. In addition, Aston has no present intention to reduce or eliminate any contractual expense limitation or reimbursements currently in effect for the Funds. If approved by shareholders and assuming the Transaction is completed, each New Advisory Agreement will be effective as of the closing date of the Transaction and will have an initial term ending no more than two years from the date of its effectiveness. Each New Advisory Agreement will continue in effect from year to year thereafter if its continuance is approved, on behalf of a Fund, at least annually in the manner required by the 1940 Act and the rules and regulations thereunder. Below is a comparison of certain terms of the Current Advisory Agreement to certain terms of the New Advisory Agreement for each Fund.

Investment Management Services .   The investment management services to be provided by Aston to each Fund under the New Advisory Agreement will be the same as the services currently provided by Aston to each Fund under the Current Advisory Agreement. The Advisory Agreements provide that the investment adviser shall manage the investment and reinvestment of the Fund’s assets in accordance with the Fund’s investment objective(s), policies and limitations and administer the Fund’s affairs subject to the oversight of the Board.

Brokerage .   Both the Current Advisory Agreement and the New Advisory Agreement for each Fund authorize the investment adviser to select brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, subject to its obligation to obtain best execution under the circumstances, which may take account of the overall quality of brokerage and research services provided to the investment adviser. The Advisory Agreements permit the investment adviser to rely on Section 28(e) of the Securities Exchange Act of 1934, as amended, in placing brokerage transactions. Under that Section, a commission paid to a broker may be higher than that which another qualified broker would have charged for effecting the same transaction, provided the investment adviser determines in good faith that the commission is reasonable in terms of either the particular transaction or the overall responsibility of the investment adviser to the Fund and its other clients, and provided that the total commissions paid by the Fund will be reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the investment adviser’s overall responsibilities with respect to the accounts, including the Fund, as to which it exercises investment discretion.

Expenses .   The Current Advisory Agreement and the New Advisory Agreement for each Fund provide that the investment adviser shall pay all its own costs and expenses incurred in fulfilling its obligations under the Advisory Agreements, as well as pay for all necessary services, facilities and personnel. The Advisory Agreements provide that a Fund shall pay all expenses incidental to its operation and business not specifically assumed or agreed to be paid by the investment adviser, and the Advisory Agreements set forth a non-exclusive list of such expenses.

Compensation .   In return for the services provided under the Current Advisory Agreement, a Fund pays the investment adviser an advisory fee based on average daily net assets, which is payable monthly. Under the New Advisory Agreement for each Fund, the Fund will pay an advisory fee to the

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investment adviser at the same rate currently in effect. The advisory fee rates for each Fund, the fees paid by each Fund to Aston during each Fund’s last fiscal year and each Fund’s net assets as of October 31, 2013 are set forth in Appendix F to this Proxy Statement.

Limitation on Liability .   Under the Current Advisory Agreement and the New Advisory Agreement for each Fund, except in the case of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties under the agreement, the investment adviser will not be liable for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services under the agreement including, without limitation, any loss suffered by the Funds in connection with the purchase, holding, redemption or sale of any security on behalf of the Funds.

Continuance .   The Current Advisory Agreement of each Fund originally was in effect for an initial term and was eligible to be continued thereafter for successive one-year periods if such continuance was specifically approved at least annually in the manner required by the 1940 Act. If the shareholders of each Fund approve the New Advisory Agreement and the Transaction is consummated, the New Advisory Agreement with respect to each Fund will be effective as of the closing date of the Transaction and have an initial term ending up to two years from the closing date of the Transaction. Thereafter, the New Advisory Agreement for each Fund may be continued for successive one-year periods if approved at least annually in the manner required by the 1940 Act.

Termination .   The Current Advisory Agreement and the New Advisory Agreement for each Fund may be terminated at any time without the payment of any penalty by the Fund or investment adviser on sixty (60) days’ written notice to the other party. A Fund may terminate an Advisory Agreement by action of the Board or by vote of a majority of the outstanding voting securities of the Fund, accompanied by appropriate notice.

Information about the Investment Adviser

Aston Asset Management, LP, 120 North LaSalle Street, 25th Floor, Chicago, Illinois 60602, is the current investment adviser and administrator to twenty-three series of the Trust with total assets of approximately $15.9 billion as of December 31, 2013. Aston Asset Management, LP is a majority-owned subsidiary of AMG. AMG, a Delaware corporation with a principal place of business at 600 Hale Street, Prides Crossing, Massachusetts 01965, is an asset management company that holds interests in investment management firms. A wholly-owned subsidiary of AMG, Manor LLC, currently serves as the General Partner of Aston. As part of the Transaction, Aston will become a wholly-owned subsidiary of Managers. As part of this restructuring, Aston will be converted into a Delaware limited liability company and will change its name to “Aston Asset Management, LLC.” Managers, a Delaware limited liability company with a principal place of business at 800 Connecticut Avenue, Norwalk, Connecticut 06854, is a registered investment adviser and currently serves as investment manager to the funds of Managers AMG Funds, Managers Trust I, Managers Trust II and The Managers Funds. Managers is a wholly-owned subsidiary of AMG.

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Following the Transaction, Aston’s day-to-day management and operations will be directed and overseen by Stuart D. Bilton and Aston’s management team, as set forth below. The business address for each principal executive officer listed below is 120 N. LaSalle Street, 25th Floor, Chicago, Illinois 60602.

Factors Considered by the Board of Trustees in Approving the Investment Advisory Agreement

The Independent Trustees met in executive session on December 18-19, 2013, and the Board met in person on December 18-19, 2013 to consider the proposals in connection with the Transaction. The Board considered information about the Transaction that had been provided by Aston and AMG. The Board noted that upon completion of the Transaction, Aston would be converted from a limited partnership to a limited liability company and would become a wholly-owned subsidiary of Managers. The Board considered that completion of the Transaction may be deemed to be an “assignment” of the Current Advisory Agreement then in effect for each Fund, causing that agreement to automatically terminate.

In anticipation of the potential termination of the Current Advisory Agreements in connection with the Transaction, the Board, including the Independent Trustees, determined that the terms of the New Advisory Agreement between the Trust, on behalf of each Fund, and Aston are fair and reasonable and approved each New Advisory Agreement as being in the best interests of each Fund. The Independent Trustees met separately from the “interested” Trustees of the Trust to consider the approval of the New Advisory Agreement with respect to each Fund and were assisted by independent legal counsel in their deliberations.

In determining whether to approve the New Advisory Agreement for each Fund and whether to recommend the approval of the New Advisory Agreements to shareholders, the Board received information and made inquiries into all matters deemed relevant and considered the following factors, among others:

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The Board also considered that it had renewed the Current Advisory Agreements pursuant to an extensive process that concluded at its December 19, 2013 meeting or pursuant to an extensive initial contract approval process in the last year. The Board also determined that it was appropriate to take into consideration the extensive information received throughout the year regarding performance and operating results of the Funds, given the continuity of management of Aston and retention of the subadvisers to the Funds expected following the Transaction. In addition, the Board considered the conclusions the Board reached with respect to the initial approval or last renewal of each Current Advisory Agreement.

Based upon its evaluation of all information and factors it deemed relevant and assisted by the advice of independent legal counsel, the Board, including all of the Independent Trustees, concluded that the terms of the New Advisory Agreements, including the proposed advisory fees, were fair and reasonable, and that the New Advisory Agreement with respect to each Fund should be approved.

Required Vote

Approval of this proposal with respect to each Fund requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund as defined under the 1940 Act, which means the affirmative vote of the lesser of (i) 67% of the voting securities of the Fund present at the meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund.

Board recommendation on Proposal 2

The Trustees unanimously recommend that shareholders

of each Fund vote “FOR” this Proposal 2

PROPOSAL 3 –

APPROVAL OF MANAGER-OF-MANAGERS STRUCTURE UNDER ANY APPLICABLE EXEMPTIVE ORDER OR FUTURE RULE

Each Fund is currently operating under a “manager-of-managers” structure pursuant to the Aston Order, which allows Aston to allocate and reallocate the assets of the Funds between and among subadvisers. Under this structure, Aston has the authority to engage new subadvisers (including entering into new subadvisory agreements), retain and terminate subadvisers and make material revisions to the terms of the subadvisory agreements subject to the approval of the Board, without a requirement of shareholder approval. Shareholders of each Fund have previously approved the operation of such Fund under this manager-of-managers structure. The Aston Order will continue to be

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available and each Fund can continue to rely on the Aston Order in connection with and following the Transaction. Separately, the SEC issued the Managers Order to Managers which, as discussed above, will hold all of the interests of Aston following the Transaction. The Managers Order allows Managers and any entity that controls Managers, that Managers controls or that is under common control with Managers to enter into and materially amend contracts with subadvisers for the funds managed by such entity without obtaining shareholder approval.

Approval is being sought from the shareholders of each Fund to provide such Fund with the flexibility to operate under a manager-of-managers structure under any then applicable manager-of-managers exemptive order (and any amendments thereto) deemed to be in the best interests of such Fund and its shareholders, including the Orders, as implemented by the then current investment adviser to the Fund, whether that be Aston, any successor thereto, or any other future investment adviser to the Fund, or under any future rule that may be adopted by the SEC.

In 2003, the SEC proposed a new rule, Rule 15a-5 under the 1940 Act (“Rule 15a-5”) that would permit one or more investment advisers to act as subadvisers to a mutual fund without shareholder approval. If adopted, Rule 15a-5 would eliminate the need for a fund to obtain an SEC exemptive order before its investment adviser may engage subadvisers or amend subadvisory arrangements without shareholder approval. Rule 15a-5, as proposed, would require that the subadvisers retained to manage a fund be unaffiliated with the investment adviser, directors, trustees and officers of the investment adviser and the fund. If Rule 15a-5 is adopted as proposed, Aston will comply with the conditions of Rule 15a-5 prior to engaging a new subadviser or modifying subadvisory agreements without shareholder approval.

As discussed above, with respect to the Aston Order and the Managers Order, each provides substantially the same relief necessary to operate under a manager-of-managers structure — each Order permits the adviser to engage subadvisers and materially amend subadvisory agreements without seeking shareholder approval. There are certain differences in the conditions of the Orders related to certain disclosure and governance matters; however, these differences are not expected to have any material impact on the operations of the Funds. Although the Orders may be amended in the future, the current significant differences between the Aston Order and the Managers Order are set forth below. These differences may change over time and it is not intended that any such changes will need future approval by shareholders of the Funds.

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Board recommendation on Proposal 3

The Trustees unanimously recommend that shareholders

of each Fund vote “FOR” this Proposal 3

OTHER BUSINESS

The Trustees do not know of any additional matters to be presented at the Meeting other than those set forth in this Joint Proxy Statement. If other business should properly come before the Meeting, proxies will be voted in accordance with the judgment of the persons named in the accompanying proxy or any adjournment(s) or postponement(s) thereof.

ADDITIONAL INFORMATION

Investment Adviser and Investment Subadvisers

Aston Asset Management, LP, a majority-owned subsidiary of AMG, currently serves as investment manager of the Funds and is responsible for the Funds’ overall administration. As part of the Transaction, Aston will become a wholly-owned subsidiary of Managers. As part of this restructuring, Aston and will be converted into a Delaware limited liability company and will change its name to “Aston Asset Management, LLC.” Aston’s principal business address is 120 N. LaSalle Street, 25th Floor, Chicago, Illinois 60602.

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The following table provides the name and principal business address of each of the Funds’ subadvisers (each, a “Subadviser”):

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Principal Underwriter

Foreside Funds Distributors LLC (the “Distributor”) serves as the Funds’ distributor. The principal business address of the Distributor is 400 Berwyn Park, 899 Cassatt Road, Berwyn, Pennsylvania 19312.

Independent Registered Public Accounting Firm

In connection with the proposed election of the Trustees under Proposal 1, as set forth above, the following information is required to be presented.

Ernst & Young LLP (“E&Y”), located at 155 N. Wacker Drive, Chicago, Illinois 60606, serves as the Funds’ independent registered public accounting firm. The Funds know of no direct or indirect financial interest of E&Y in any of the Funds. Representatives of E&Y are not expected to be present at the Meeting, but will have the opportunity to make a statement if they wish, and will be available should any matter arise requiring their presence.

The information below is provided for the fiscal years ended October 31, 2013 and October 31, 2012.

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Audit Fees

The aggregate fees billed by E&Y to the Funds for the Funds’ two most recent fiscal years for professional services rendered by E&Y for audits of the Funds’ annual financial statements, or services that are normally provided by E&Y in connection with statutory and regulatory filings or engagements for those fiscal years are $403,670 for 2013 and $400,750 for 2012.

Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by E&Y that are reasonably related to the performance of the audit of the Funds’ financial statements and are not reported under paragraph (a) of this Item are $26,910 for 2013 and $26,000 for 2012. Such fees were related to agreed upon procedures for the April 30, 2013 and April 30, 2012 unaudited semi-annual reports.

Tax Fees

The aggregate fees billed by E&Y in each of the last two fiscal years for professional services rendered by the E&Y for tax compliance, tax advice, and tax planning were $0 for 2013 and $0 for 2012.

Non-Audit Fees

The aggregate fees billed by E&Y to the Funds for non-audit services rendered by E&Y in connection with statutory and regulatory filings related to the reorganization of the ASTON Small Cap Fund with and into the ASTON/LMCG Small Cap Growth Fund are $14,000 for 2013. The aggregate fees billed by E&Y to the Funds for non-audit services rendered by E&Y are $0 for 2012.

All Other Fees

The aggregate fees billed by E&Y to the Funds in each of the last two fiscal years of the Funds for products and services provided by E&Y, other than the services reported above are $0 for 2013 and $0 for 2012.

Audit Committee Pre-Approval Policies and Procedures

Pursuant to the Audit Committee Charter, the Audit Committee is responsible for pre-approving all audit services and permissible non-audit services to be provided to the Funds by E&Y, including the fees and other compensation to be paid to E&Y to provide non-audit services to the Funds’ investment adviser or any affiliate of the Funds’ investment adviser, if the engagement relates directly to the operations and financial reporting of the Funds, provided that the amount of such services constitutes no more than 5% of the total amount of revenues paid to E&Y by the Funds, Aston and any affiliate of Aston that provides ongoing services to the Funds that would have to be preapproved by the Committee pursuant to the Audit Committee Charter. All such delegated pre-approvals will be presented to the Audit Committee no later than the next Audit Committee meeting.

Pre-approval for a permitted non-audit service is not required if: (1) the aggregate amount of all non-audit services is not more than 5% of the total revenues paid by the Funds to E&Y in that fiscal year; (2) such services were not recognized by the Funds to be non-audit services; and (3) such non-audit services were brought to the attention of the Audit Committee and approved prior to completion.

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