As filed with the Securities and Exchange Commission on August 20, 2014.
Registration Nos. 333-146374
811-22127
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form N-1A
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REGISTRATION STATEMENT
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UNDER
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THE SECURITIES ACT OF 1933
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x
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Pre-Effective Amendment No.
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¨
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Post-Effective Amendment No. 41
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x
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and/or
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REGISTRATION STATEMENT
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UNDER
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THE INVESTMENT COMPANY ACT OF 1940
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x
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Amendment No. 42
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(Check Appropriate Box or Boxes)
COLUMBIA FUNDS VARIABLE SERIES TRUST II
(Exact Name of Registrant as Specified in Charter)
225 Franklin
Street, Boston, Massachusetts 02110
(Address of Principal Executive Officers) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (800) 345-6611
Christopher O. Petersen, Esq.
c/o Columbia Management Investment Advisers, LLC
225 Franklin Street,
Boston, Massachusetts 02110
(Name and Address of Agent for Service)
It is proposed that this filing
will become effective immediately upon filing pursuant to Rule 462(d).
This Post-Effective Amendment relates to all series of the Registrant.
EXPLANATORY NOTE
This Post-Effective Amendment No. 41 to the Registration Statement on Form N-1A (File No. 333-146374) is being filed pursuant to Rule 462(d) under
the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding exhibits to such Registration Statement. Accordingly, this Post-Effective Amendment No. 41 consists only of a facing page, this
explanatory note, and Part C of the Registration Statement on Form N-1A. This Post-Effective Amendment No. 41 does not change the form of the prospectuses and Statement of Additional Information relating to Post-Effective Amendment No. 38
filed electronically on April 29, 2014 with the Securities and Exchange Commission (the “SEC”). As permitted by Rule 462(d), this Post-Effective Amendment No. 41 shall become effective upon filing with the SEC.
PART C. OTHER INFORMATION
Item 28. Exhibits
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(a)(1)
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Amendment No. 1 to the Agreement and Declaration of Trust effective September 11, 2007, is incorporated by reference to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (a)(1)), filed on
September 28, 2007.
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(a)(2)
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Amendment No. 2 to the Agreement and Declaration of Trust effective April 9, 2008, is incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit
(a)(2)), filed on April 21, 2008.
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(a)(3)
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Amendment No. 3 to the Agreement and Declaration of Trust effective January 8, 2009, is incorporated by reference to Post-Effective
Amendment No. 5 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(3)), filed on April 29, 2009.
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(a)(4)
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Amendment No. 4 to the Agreement and Declaration of Trust effective January 14, 2010, is incorporated by reference to Post-Effective
Amendment No. 8 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(4)), filed on April 14, 2010.
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(a)(5)
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Amendment No. 5 to the Agreement and Declaration of Trust effective April 6, 2010, is incorporated by reference to Post-Effective Amendment No. 9 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit
(a)(5)), filed on April 29, 2010.
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(a)(6)
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Amendment No. 6 to the Agreement and Declaration of Trust effective November 11, 2010, is incorporated by reference to Post-Effective
Amendment No. 15 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(6)), filed on April 29, 2011.
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(a)(7)
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Amendment No. 7 to the Agreement and Declaration of Trust effective January 11, 2011, is incorporated by reference to Post-Effective
Amendment No. 15 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(7)), filed on April 29, 2011.
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(a)(8)
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Amendment No. 8 to the Agreement and Declaration of Trust effective September 15, 2011, is incorporated by reference to Post-Effective
Amendment No. 20 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(8)), filed on March 2, 2012.
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(a)(9)
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Amendment No. 9 to the Agreement and Declaration of Trust effective January 12, 2012, is incorporated by reference to Post-Effective
Amendment No. 20 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(9)), filed on March 2, 2012.
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(a)(10)
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Amendment No. 10 to the Agreement and Declaration of Trust effective June 14, 2012, is incorporated by reference to Post-Effective
Amendment No. 31 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(10)), filed on April 26, 2013.
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(a)(11)
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Amendment No. 11 to the Agreement and Declaration of Trust effective September 13, 2012, is incorporated by reference to Post-Effective
Amendment No. 31 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(11)), filed on April 26, 2013.
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(a)(12)
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Amendment No. 12 to the Agreement and Declaration of Trust effective January 16, 2013, is incorporated by reference to Post-Effective
Amendment No. 31 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(12)), filed on April 26, 2013.
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(a)(13)
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Amendment No. 13 to the Agreement and Declaration of Trust effective April 17, 2013, is incorporated by reference to Post-Effective
Amendment No. 31 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(13)), filed on April 26, 2013.
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(a)(14)
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Amendment No. 14 to the Agreement and Declaration of Trust effective April 11, 2014, is incorporated by reference to Post-Effective
Amendment No. 38 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (a)(14)), filed on April 29,
2014.
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(b)
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By-laws, effective September 6, 2007, amended April 25, 2011, are incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (b)), filed on
May 15, 2015.
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(c)
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Stock Certificate: Not Applicable.
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(d)(1)
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Investment Management Services Agreement, dated March 1, 2011, between Columbia Management Investment Advisers, LLC and Registrant is incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement
No. 333-146374
of the Registrant on Form N-1A (Exhibit (d)(1)), filed on April 29, 2014.
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(d)(2)
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Schedule A, as of July 1, 2014, to the Investment Management Services Agreement, dated March 1, 2011, between Columbia Management Investment Advisers, LLC and Registrant, is filed herewith as Exhibit (d)(2) to Post-Effective
Amendment No. 41 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.
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(d)(3)
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Investment Management Services Agreement, dated April 3, 2013, between Columbia Management Investment Advisers, LLC and CVPCSF Offshore Fund, Ltd., a wholly-owned subsidiary of Columbia Variable Portfolio - Commodity Strategy
Fund, a series of Columbia Funds Variable Series Trust II, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(3)), filed on May 15,
2014.
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(d)(4)
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Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC)
and American Century Investment Management, Inc., is incorporated by reference to
Post-Effective
Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (d)(4)), filed on May 15, 2014.
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(d)(5)
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Subadvisory Agreement, dated March 12, 2004, between Columbia Management Investment Advisers, LLC (formerly American Express Financial Corporation) and Barrow, Hanley, Mewhinney & Strauss, LLC, is incorporated by reference to
Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(5)), filed on May 15, 2014.
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(d)(6)
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Subadvisory Agreement, dated September 13, 2012, between Columbia Management Investment Advisers, LLC and BlackRock Financial Management, Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration
Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(6)), filed on May 15, 2014.
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(d)(7)
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Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Columbia Wanger Asset Management, Inc., is incorporated by reference to Post-Effective
Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(7)), filed on May 15, 2014.
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(d)(8)
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Subadvisory Agreement, dated July 16, 2007, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Denver Investment Advisors LLC, is incorporated by reference to Post-Effective Amendment
No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(8)), filed on May 15, 2014.
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(d)(9)
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Subadvisory Agreement, dated September 23, 2011, last amended December 5, 2013, between Columbia Management Investment Advisers, LLC and Dimensional Fund Advisors, L.P., is incorporated by reference to Post-Effective Amendment
No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(9)), filed on May 15, 2014.
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(d)(10)
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Amendment No. 2, as of June 5, 2014, to the Subadvisory Agreement, dated September 23, 2011, amended December 5, 2013, between Columbia Management Investment Advisers, LLC and Dimensional Fund Advisors, L.P., is
filed herewith as Exhibit (d)(10) to Post-Effective Amendment No. 41 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.
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(d)(11)
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Subadvisory Agreement, dated March 12, 2004, between Columbia Management Investment Advisers, LLC (formerly American Express Financial Corporation) and Donald Smith & Co., is incorporated by reference to Post-Effective
Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(10)), filed on May 15, 2014.
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(d)(12)
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Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Eaton Vance Management, is incorporated by reference to Post-Effective Amendment No. 39
to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(11)), filed on May 15, 2014.
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(d)(13)
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Subadvisory Agreement, dated January 16, 2013, between Columbia Management Investment Advisers, LLC and Holland Capital Management LLC, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No.
333-146374 of the Registrant on Form N-1A (Exhibit (d)(12)), filed on May 15, 2014.
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(d)(14)
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Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Invesco Advisers, Inc., is incorporated by reference to Post-Effective
Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(13)), filed on May 15, 2014.
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(d)(15)
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Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC)
and J.P. Morgan Investment Management Inc., is incorporated by reference to
Post-Effective
Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (d)(14)), filed on May 15, 2014.
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(d)(16)
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Amendment No. 1, as of June 17, 2014, to the Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and J.P. Morgan Investment Management Inc., is
filed herewith as Exhibit (d)(16) to Post-Effective Amendment No. 41 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.
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(d)(17)
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Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Jennison Associates LLC, is incorporated by reference to Post-Effective Amendment No. 39
to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(15)), filed on May 15, 2014.
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(d)(18)
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Subadvisory Agreement, dated January 15, 2014, between Columbia Management Investment Advisers, LLC and Loomis, Sayles & Company, L.P., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement
No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(16)), filed on May 15, 2014.
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(d)(19)
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Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and The London Company of Virginia, is incorporated by reference to Post-Effective Amendment
No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(17)), filed on May 15, 2014.
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(d)(20)
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Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Massachusetts Financial Services Company, is incorporated by reference to Post-Effective
Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(18)), filed on May 15, 2014.
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(d)(21)
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Subadvisory Agreement, dated September 15, 2011, between Columbia Management Investment Advisers, LLC and Mondrian Investment Partners Limited, is incorporated by reference to Post-Effective Amendment No. 39 to Registration
Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(19)), filed on May 15, 2014.
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(d)(22)
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Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Morgan Stanley Investment Management, Inc., is incorporated by reference to
Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(20)), filed on May 15, 2014.
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(d)(23)
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Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and NFJ Investment Group LLC, is incorporated by reference to Post-Effective Amendment No.
39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(21)), filed on May 15, 2014.
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(d)(24)
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Subadvisory Agreement, dated September 13, 2012, between Columbia Management Investment Advisers, LLC and Palisade Capital Management, L.L.C., is incorporated by reference to Post-Effective Amendment No. 39 to Registration
Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(22)), filed on May 15, 2014.
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(d)(25)
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Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Pyramis Global Advisors, LLC, is incorporated by reference to Post-Effective Amendment
No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(23)), filed on May 15, 2014.
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(d)(26)
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Subadvisory Agreement, dated April 11, 2014, between Columbia Management Investment Advisers, LLC and River Road Asset Management, LLC, is filed herewith as Exhibit (d)(26) to Post-Effective Amendment No. 41 to Registration
Statement No. 333-146374 of the Registrant on Form N-1A.
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(d)(27)
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Subadvisory Agreement, dated June 18, 2014, between Columbia Management Investment Advisers, LLC and Segall Bryant & Hamill LLC, is filed herewith as Exhibit (d)(27) to Post-Effective Amendment No. 41 to Registration
Statement No. 333-146374 of the Registrant on Form N-1A.
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(d)(28)
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Subadvisory Agreement, dated September 13, 2012, between Columbia Management Investment Advisers, LLC and Sit Investment Associates, Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement
No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(25)), filed on May 15, 2014.
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(d)(29)
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Subadvisory Agreement, dated June 18, 2014, between Columbia Management Investment Advisers, LLC and Snow Capital Management, L.P., is filed herewith as Exhibit (d)(29) to Post-Effective Amendment No. 41 to Registration Statement
No. 333-146374 of the Registrant on Form N-1A.
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(d)(30)
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Subadvisory Agreement, dated January 15, 2014, between Columbia Management Investment Advisers, LLC and TCW Investment Management Company, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement
No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(26)), filed on May 15, 2014.
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(d)(31)
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Amended and Restated Subadvisory Agreement, dated June 11, 2008, last amended January 16, 2013, between Columbia Management Investment Advisers, LLC and Threadneedle International Limited, is incorporated by reference to
Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(27)), filed on May 15, 2014.
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(d)(32)
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Subadvisory Agreement, dated June 19, 2013, between Columbia Management Investment Advisers, LLC and Victory Capital Management Inc., is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement
No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(29)), filed on May 15, 2014.
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(d)(33)
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Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and Wells Capital Management Inc., is incorporated by reference to Post-Effective
Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(30)), filed on May 15, 2014.
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(d)(34)
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Subadvisory Agreement, dated September 29, 2010, between Columbia Management Investment Advisers, LLC and Winslow Capital Management, LLC and Nuveen Investments, Inc., is incorporated by reference to Post-Effective Amendment No.
39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (d)(31)), filed on May 15, 2014.
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(e)(1)
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Distribution Agreement, dated September 7, 2010, between Registrant and Columbia Management Investment Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement
No. 333-146374
of the Registrant on Form N-1A (Exhibit (e)(1)), filed on April 29, 2014.
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(e)(2)
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Schedule I, dated April 11, 2014, and Schedule II, dated September 7, 2010, to the Distribution Agreement, dated September 7, 2010, between Registrant and Columbia Management Investment Distributors, Inc., is incorporated by
reference to Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (e)(2)), filed on April 29, 2014.
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(f)
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Deferred Compensation Plan, adopted as of December 31, 2011, is incorporated by reference to Post-Effective Amendment No. 52 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (f)),
filed on February 24, 2012.
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(g)(1)
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Second Amended and Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March 7, 2011, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the
Registrant on Form N-1A (Exhibit (g)(1)), filed on May 15, 2014.
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(g)(2)
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Addendum (related to Columbia Variable Portfolio – Emerging Markets Fund and Columbia Variable Portfolio – Managed Volatility Fund, now known as Columbia Variable Portfolio – Managed Volatility Moderate Growth
Fund), dated March 9, 2012, and Addendum (related to Columbia Variable Portfolio – Commodity Strategy Fund), dated March 15, 2013, to the Second Amended and Restated Master Global Custody Agreement with JP Morgan Chase Bank, N.A., dated March
7, 2011, are incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (g)(2)), filed on May 15, 2014.
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(h)(1)
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Administrative Services Agreement, dated January 1, 2011, between Registrant and Columbia Management Investment Advisers, LLC, is incorporated by reference to Post-Effective Amendment No. 107 to Registration Statement
No. 333-131683
of Columbia Funds Series Trust II on Form N-1A (Exhibit (h)(1)), filed on April 23, 2014.
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(h)(2)
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Schedule A and Schedule B, as of April 21, 2014, to the Administrative Services Agreement, dated January 1, 2011, between Registrant and Columbia Management Investment Advisers, LLC, are incorporated by reference to
Post-Effective Amendment No. 107 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (h)(2)), filed on April 23, 2014.
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(h)(3)
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Administrative Services Agreement, dated April 3, 2013, between Columbia Management Investment Advisers, LLC and CVPCSF Offshore Fund, Ltd., a wholly-owned subsidiary of Columbia Variable Portfolio - Commodity Strategy Fund, a
series of Columbia Funds Variable Series Trust II, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(3)), filed on May 15, 2014.
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(h)(4)
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Transfer and Dividend Disbursing Agent Agreement, dated September 7, 2010, between Registrant and Columbia Management Investment Services Corp., is incorporated by reference to Post-Effective Amendment No. 38 to Registration
Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(3)), filed on April 29, 2014.
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(h)(5)
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Schedule A and Schedule B, dated April 17, 2013, to the Transfer and Dividend Disbursing Agent Agreement, dated September 7, 2010, between Registrant and Columbia Management Investment Services Corp., are incorporated by
reference to Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(4)), filed on April 29, 2014.
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(h)(6)
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Fee Waiver and Expense Cap Agreement, dated April 12, 2012, by and among the Registrant, Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc. and Columbia Management Investment Services
Corp., is incorporated by reference to Post-Effective Amendment No. 107 to Registration Statement No.
333-131683
of Columbia Funds Series Trust II on Form N-1A (Exhibit (h)(7)), filed on April 23,
2014.
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(h)(7)
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Schedule A, as of April 21, 2014, to the Fee Waiver and Expense Cap Agreement, dated April 12, 2012, by and among the Registrant, Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc. and
Columbia Management Investment Services Corp., is incorporated by reference to Post-Effective Amendment No. 107 to Registration Statement No. 333-131683 of Columbia Funds Series Trust II on Form N-1A (Exhibit (h)(8)), filed on April 23,
2014.
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(h)(8)
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Agreement and Plan of Reorganization, dated September 11, 2007, between RiverSource Variable Portfolio Funds, each a series of a Minnesota corporation, and corresponding RiverSource Variable Portfolio Funds, each a series of
RiverSource Variable Portfolio Trust, now known as Columbia Funds Variable Series Trust II, a Massachusetts business trust, and between RiverSource Variable Portfolio – Core Bond Fund, a series of RiverSource Variable Series Trust, and
RiverSource Variable Portfolio – Diversified Bond Fund, a series of RiverSource Variable Series Trust, now known as Columbia Funds Variable Series Trust II, is incorporated by reference to Post-Effective Amendment No. 2 to Registration
Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(5)), filed on April 21, 2008.
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(h)(9)
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Agreement and Plan of Reorganization, dated December 20, 2010, is incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(9)), filed on
April 29, 2011.
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(h)(10)
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Agreement and Plan of Redomiciling, dated December 20, 2010, is incorporated by reference to Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (h)(10)), filed on
April 29, 2011.
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(h)(11)
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Agreement and Plan of Reorganization, dated October 9, 2012, is incorporated by reference to Post-Effective Amendment No. 117 to Registration Statement No. 333-8966 of Columbia Funds Series Trust on Form N-1A (Exhibit (h)(7)),
filed on May 30, 2013.
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(i)
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Opinion and consent of counsel as to the legality of the securities being registered is incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit
(i)), filed on April 29, 2014.
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(j)
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Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP): Not applicable.
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(k)
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Omitted Financial Statements: Not Applicable.
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(l)
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Initial Capital Agreement: Not Applicable.
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(m)(1)
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Plan of Distribution and Agreement of Distribution , effective May 1, 2009, amended and restated March 7, 2011, between Registrant and Columbia Management Investment Distributors, Inc., is incorporated by reference to
Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (m)(1)), filed on April 29, 2014.
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(m)(2)
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Schedule A, dated April 11, 2014, to the Plan of Distribution and Agreement of Distribution, effective May 1, 2009, amended and restated March 7, 2011, between Registrant and Columbia Management Investment
Distributors, Inc., is incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (m)(2)), filed on April 29, 2014.
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(n)
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Rule 18f – 3(d) is incorporated by reference to Post-Effective Amendment No. 38 to Registration Statement
No. 333-146374
of the Registrant on Form N-1A (Exhibit (n)), filed on
April 29, 2014.
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(p)(1)
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Code of Ethics adopted under Rule 17j-1 for Registrant, effective April 14, 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit
(p)(1)), filed on May 15, 2014.
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(p)(2)
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Code of Ethics adopted under Rule 17j-1 for Registrant’s investment adviser and principal underwriter, dated May 1, 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No.
333-146374 of the Registrant on Form N-1A (Exhibit (p)(2)) filed on May 15, 2014.
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(p)(3)
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American Century Investment Management, Inc. Code of Ethics, dated January 1, 2011, is incorporated by reference to Post-Effective
Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (p)(3)), filed on May 15, 2014.
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(p)(4)
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Barrow, Hanley, Mewhinney & Strauss, LLC Code of Ethics, amended December 31, 2013, is incorporated by reference to Post-Effective
Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (p)(4)), filed on May 15, 2014.
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(p)(5)
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BlackRock Financial Management, Inc. Code of Ethics, dated June 5, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(5))
filed on May 15, 2014.
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(p)(6)
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Columbia Wanger Asset Management, LLC Code of Ethics, effective January 2, 2007, amended February 24, 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the
Registrant on Form N-1A (Exhibit (p)(6)), filed on May 15, 2014.
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(p)(7)
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Denver Investment Advisors LLC Code of Ethics, amended, effective June 1, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit
(p)(7)), filed on May 15, 2014.
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(p)(8)
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Dimensional Fund Advisors, L.P. Code of Ethics, dated March 1, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(8)), filed
on May 15, 2014.
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(p)(9)
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Donald Smith & Co., Inc., adopted January 1, 2005, revised November 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit
(p)(9)), filed on May 15, 2014.
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(p)(10)
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Eaton Vance Management Code of Ethics, effective September 1, 2000, revised December 1, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (p)(10)), filed on May 15, 2014.
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(p)(11)
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Holland Capital Management LLC Code of Ethics, revised February, 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(11)),
filed on May 15, 2014.
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(p)(12)
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Invesco Advisers, Inc. Code of Ethics, dated January 1, 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(12)), filed
on May 15, 2014.
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(p)(13)
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J.P. Morgan Investment Management Inc. Code of Ethics, dated February 1, 2005, revised September 27, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant
on Form N-1A (Exhibit (p)(13)), filed on May 15, 2014.
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(p)(14)
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Jennison Associates, LLC Code of Ethics, as amended October 31, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(14)),
filed on May 15, 2014.
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(p)(15)
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The London Company of Virginia Code of Ethics, dated, November, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(15)),
filed on May 15, 2014.
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(p)(16)
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Loomis, Sayles & Company, L.P. Code of Ethics, dated January 14, 2010, amended October 16, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on
Form N-1A (Exhibit (p)(16)), filed on May 15, 2014.
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(p)(17)
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Massachusetts Financial Services Company Code of Ethics, effective November 22, 2013, is incorporated by reference to Post-Effective
Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (p)(17)), filed on May 15, 2014.
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(p)(18)
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Mondrian Investment Partners Limited Code of Ethics, dated January, 2012, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(18)),
filed on May 15, 2014.
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(p)(19)
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Morgan Stanley Investment Management Inc. Code of Ethics, dated September 16, 2013, is incorporated by reference to Post-Effective
Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A
(Exhibit (p)(19)), filed on May 15, 2014.
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(p)(20)
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NFJ Investment Group LLC Code of Ethics, dated April 1, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(20)), filed on May
15, 2014.
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(p)(21)
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Palisade Capital Management, LLC Code of Ethics, dated February 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(21)),
filed on May 15, 2014.
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(p)(22)
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Pyramis Global Advisors, LLC Code of Ethics, dated 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(22)), filed on May
15, 2014.
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(p)(23)
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River Road Asset Management, LLC Code of Ethics, as of January 2014, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(23)), filed
on May 15, 2014.
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(p)(24)
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Segall Bryant & Hamill LLC Code of Ethics, as of July 2013, is filed herewith as Exhibit (p)(24) to Post-Effective Amendment No. 41 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.
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(p)(25)
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Sit Investment Associates, Inc. Code of Ethics, dated April 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(24)), filed on
May 15, 2014.
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(p)(26)
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Snow Capital Management L.P. Code of Ethics, as of April 2013, is filed herewith as Exhibit (p)(26) to Post-Effective Amendment No. 41 to Registration Statement No. 333-146374 of the Registrant on Form N-1A.
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(p)(27)
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TCW Investment Management Company Code of Ethics, as of December 20, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(25)),
filed on May 15, 2014.
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(p)(28)
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Threadneedle International Ltd. Code of Ethics, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(26)), filed on May 15,
2014.
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(p)(29)
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Victory Capital Management Inc. Code of Ethics, dated August 1, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(28)),
filed on May 15, 2014.
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(p)(30)
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Wells Capital Management Incorporated Code of Ethics, dated August 2, 2012, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(29))
filed on May 15, 2014.
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(p)(31)
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Winslow Capital Management, LLC. Code of Ethics, dated January 1, 2013, is incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement No. 333-146374 of the Registrant on Form N-1A (Exhibit (p)(30)),
filed on May 15, 2014.
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(q)
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Trustees Power of Attorney to sign Amendments to this Registration Statement, dated April 17, 2013, is incorporated by reference to Post-Effective Amendment No. 31 to Registration Statement No. 333-146374 of the Registrant on
Form N-1A (Exhibit (q)), filed on April 26, 2013.
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Item 29. Persons Controlled by or Under Common Control with the Registrant
Columbia Management Investment Advisers, LLC (the investment manager or Columbia Management), as sponsor of the Columbia funds, may make initial capital
investments in Columbia funds (seed accounts). Columbia Management also serves as investment manager of certain Columbia funds-of-funds that invest primarily in shares of affiliated funds (the “underlying funds”). Columbia Management does
not make initial capital investments or invest in underlying funds for the purpose of exercising control. However, since these ownership interests may be significant, in excess of 25%, such that Columbia Management may be deemed to control certain
Columbia funds, procedures have been put in place to assure that public shareholders determine the outcome of all actions taken at shareholder meetings. Specifically, Columbia Management (which votes proxies for the seed accounts) and the Boards of
Trustees of the affiliated funds-of-funds (which votes proxies for the affiliated funds-of-funds) vote on each proposal in the same proportion as the vote of the direct public shareholders vote; provided, however, that if there are no direct public
shareholders of an underlying fund or if direct public shareholders represent only a minority interest in an underlying fund, the Fund may cast votes in accordance with instructions from the independent members of the Board.
Item 30. Indemnification
Article VII of the
Registrant’s Agreement and Declaration of Trust, as amended, provides that no trustee or officer of the Registrant shall be subject to any liability to any person in connection with Registrant property or the affairs of the Registrant, and no
trustee shall be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, investment adviser or principal underwriter of the Registrant or for the act or omission of any other trustee, all as more fully set
forth in the Agreement and Declaration of Trust, which is filed as an exhibit to this registration statement. Article 5 of the Registrant’s Bylaws provides that the Registrant shall indemnify and hold harmless its trustees and officers
(including persons who serve at the Registrant’s request as directors, officers or trustees of another organization in which the Registrant has any interest) (“Covered Persons”) against liabilities and expenses in connection with the
defense or disposition of any proceeding in which such Covered Person may be or may have been involved or with which such Covered Person may be or may have been threatened by reason of
any alleged act or omission as a trustee or officer or by reason of his or her being or having been such a Covered Person, under specified circumstances, all as more fully set forth in the
Bylaws, which are filed as an exhibit to the registration statement.
Section 17(h) of the Investment Company Act of 1940 (“1940 Act”)
provides that no instrument pursuant to which Registrant is organized or administered shall contain any provision which protects or purports to protect any trustee or officer of Registrant against any liability to Registrant or its shareholders to
which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office.
In accordance with Section 17(h) of the 1940 Act, the Registrant’s Declaration of Trust provides that nothing in the Declaration of Trust shall
protect any trustee or officer against any liabilities to the Registrant or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in
the conduct of his or her office or position with or on behalf of the Registrant and the Registrant’s Bylaws provides that no Covered Person shall be indemnified against any liability to the Registrant or its shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office.
Pursuant to
the Distribution Agreement, Columbia Management Distributors, Inc. agrees to indemnify the Registrant, its officers and trustees against claims, demands, liabilities and expenses under specified circumstances, all as more fully set forth in the
Registrant’s Distribution Agreement, which has been filed as an exhibit to the registration statement.
The Registrant may be party to other
contracts that include indemnification provisions for the benefit of the Registrant’s trustees and officers.
The trustees and officers of the
Registrant and the personnel of the Registrant’s investment adviser and principal underwriter are insured under an errors and omissions liability insurance policy. Registrant’s investment adviser, Columbia Management Investment Advisers,
LLC, maintains investment advisory professional liability insurance to insure it, for the benefit of Registrant and its non-interested trustees, against loss arising out of any effort, omission, or breach of any duty owed to Registrant or any series
of Registrant by Columbia Management Investment Advisers, LLC. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant
pursuant to the Registrant’s organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of
1933 and, therefore, is unenforceable.
Item 31. Business and Other Connections of the Investment Adviser
To the knowledge of the Registrant, none of the directors or officers of Columbia Management Investment Advisers, LLC (Columbia Management), the
Registrant’s investment adviser, or any subadviser to a series of the Registrant, except as set forth below, are or have been, at any time during the Registrant’s past two fiscal years, engaged in any other business, profession, vocation
or employment of a substantial nature.
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(1)
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Columbia Management, a wholly owned subsidiary of Ameriprise Financial, Inc., performs investment advisory services for the Registrant and certain other clients. Information regarding the business of Columbia Management
and the directors and principal officers of Columbia Management is also included in the Form ADV filed by Columbia Management with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-25943), which is incorporated herein by
reference. In addition to their position with Columbia Management, certain directors and officers of Columbia Management also hold various positions with, and engage in business for, Ameriprise Financial, Inc. or its other subsidiaries. Prior to
May 1, 2010, when Ameriprise Financial, Inc. acquired the long-term asset management business of Columbia Management Group, LLC from Bank of America, N.A., certain current directors and officers held various positions with, and engaged in
business for, Columbia Management Group, LLC or other direct or indirect subsidiaries of Bank of America Corporation.
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(2)
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American Century Investment Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of American Century Investment Management, Inc. is
set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by American Century Investment Management, Inc. and is incorporated herein by reference. Information about the business of
American Century Investment Management, Inc. and the directors and principal executive officers of American Century Investment Management, Inc. is also included in the Form ADV filed by American Century Investment Management, Inc. with the SEC
pursuant to the Investment Advisers Act of 1940 (File No. 801-8174), which is incorporated herein by reference.
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(3)
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Barrow, Hanley, Mewhinney & Strauss, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Barrow, Hanley, Mewhinney & Strauss,
LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Barrow, Hanley, Mewhinney & Strauss, LLC and is incorporated herein by reference. Information about the
business of Barrow, Hanley, Mewhinney & Strauss, LLC and the directors and principal executive officers of Barrow, Hanley, Mewhinney & Strauss, LLC is also included in the Form ADV filed by Barrow, Hanley, Mewhinney &
Strauss, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-31237), which is incorporated herein by reference.
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(4)
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BlackRock Financial Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of BlackRock Financial Management, Inc. is set forth in the
Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by BlackRock Financial Management, Inc. and is incorporated herein by reference. Information about the business of BlackRock Financial
Management, Inc. and the directors and principal executive officers of BlackRock Financial Management, Inc. is also included in the Form ADV filed by BlackRock Financial Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940
(File No. 801-48433), which is incorporated herein by reference.
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(5)
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Columbia Wanger Asset Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Columbia Wanger Asset Management, Inc. is set forth in
the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Columbia Wanger Asset Management, Inc. and is incorporated herein by reference. Information about the business of Columbia Wanger Asset
Management, Inc. and the directors and principal executive officers of Columbia Wanger Asset Management, Inc. is also included in the Form ADV filed by Columbia Wanger Asset Management, Inc. with the SEC pursuant to the Investment Advisers Act of
1940 (File No. 801-41391), which is incorporated herein by reference.
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(6)
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Denver Investment Advisors LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Denver Investment Advisors LLC is set forth in the Prospectuses
and Statement of Additional Information of the Registrant’s series that are subadvised by Denver Investment Advisors LLC and is incorporated herein by reference. Information about the business of Denver Investment Advisors LLC and the directors
and principal executive officers of Denver Investment Advisors LLC is also included in the Form ADV filed by Denver Investment Advisors LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-47933), which is incorporated
herein by reference.
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(7)
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Dimensional Fund Advisors, L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Dimensional Fund Advisors, L.P. is set forth in the
Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Dimensional Fund Advisors, L.P. and is incorporated herein by reference. Information about the business of Dimensional Fund Advisors, L.P.
and the directors and principal executive officers of Dimensional Fund Advisors, L.P. is also included in the Form ADV filed by Dimensional Fund Advisors, L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-16283),
which is incorporated herein by reference.
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(8)
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Donald Smith & Co., Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Donald Smith & Co., Inc. is set forth in the
Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Donald Smith & Co., Inc. and is incorporated herein by reference. Information about the business of Donald Smith & Co.,
Inc. and the directors and principal executive officers of Donald Smith & Co., Inc. is also included in the Form ADV filed by Donald Smith & Co., Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-10798), which is incorporated herein by reference.
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(9)
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Eaton Vance Management performs investment management services for the Registrant and certain other clients. Information regarding the business of Eaton Vance Management is set forth in the Prospectuses and Statement of
Additional Information of the Registrant’s series that are subadvised by Eaton Vance Management and is incorporated herein by reference. Information about the business of Eaton Vance Management and the directors and principal executive officers
of Eaton Vance Management is also included in the Form ADV filed by Eaton Vance Management with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-15930), which is incorporated herein by reference.
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(10)
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Holland Capital Management LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Holland Capital Management LLC is set forth in the Prospectuses
and Statement of Additional Information of the Registrant’s series that are subadvised by Holland Capital Management LLC and is incorporated herein by reference. Information about the business of Holland Capital Management LLC and the directors
and principal executive officers of Holland Capital Management LLC is also included in the Form ADV filed by Holland Capital Management LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-38709), which is incorporated
herein by reference.
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(11)
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Invesco Advisers, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Invesco Advisers, Inc. is set forth in the Prospectuses and Statement of
Additional Information of the Registrant’s series that are subadvised by Invesco Advisers, Inc. and is incorporated herein by reference. Information about the business of Invesco Advisers, Inc. and the directors and principal executive officers
of Invesco Advisers Inc. is also included in the Form ADV filed by Invesco Advisers, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-33949), which is incorporated herein by reference.
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(12)
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J.P. Morgan Investment Management Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of J.P. Morgan Investment Management Inc. is set forth in
the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by J.P. Morgan Investment Management Inc. and is incorporated herein by reference. Information about the business of J.P. Morgan Investment
Management Inc. and the directors and principal executive officers of J.P. Morgan Investment Management Inc. is also included in the Form ADV filed by J.P. Morgan Investment Management Inc. with the SEC pursuant to the Investment Advisers Act of
1940 (File No. 801-21011), which is incorporated herein by reference.
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(13)
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Jennison Associates LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Jennison Associates LLC is set forth in the Prospectuses and Statement
of Additional Information of the Registrant’s series that are subadvised by Jennison Associates LLC and is incorporated herein by reference. Information about the business of Jennison Associates LLC and the directors and principal executive
officers of Jennison Associates LLC is also included in the Form ADV filed by Jennison Associates LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-5608), which is incorporated herein by reference.
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(14)
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The London Company of Virginia performs investment management services for the Registrant and certain other clients. Information regarding the business of The London Company of Virginia is set forth in the Prospectuses
and Statement of Additional Information of the Registrant’s series that are subadvised by London Company of Virginia and is incorporated herein by reference. Information about the business of The London Company of Virginia and the directors and
principal executive officers of The London Company of Virginia is also included in the Form ADV filed by The London Company of Virginia with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-46604), which is incorporated
herein by reference.
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(15)
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Loomis, Sayles & Company, L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Loomis, Sayles & Company, L.P. is set forth in
the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Loomis, Sayles & Company, L.P. and is incorporated herein by reference. Information about the business of Loomis,
Sayles & Company, L.P. and the directors and principal executive officers of Loomis, Sayles & Company, L.P.is also included in the Form ADV filed by Loomis, Sayles & Company, L.P. with the SEC pursuant to the Investment
Advisers Act of 1940 (File No. 801-170), which is incorporated herein by reference.
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(16)
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Massachusetts Financial Services Company performs investment management services for the Registrant and certain other clients. Information regarding the business of Massachusetts Financial Services Company is set forth
in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Massachusetts Financial Services Company and is incorporated herein by reference. Information about the business of Massachusetts
Financial Services Company and the directors and principal executive officers of Massachusetts Financial Services Company is also included in the Form ADV filed by Massachusetts Financial Services Company with the SEC pursuant to the Investment
Advisers Act of 1940 (File No. 801-17352), which is incorporated herein by reference.
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(17)
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Mondrian Investment Partners Limited performs investment management services for the Registrant and certain other clients. Information regarding the business of Mondrian Investment Partners Limited is set forth in the
Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Mondrian Investment Partners Limited and is incorporated herein by reference. Information about the business of Mondrian Investment Partners
Limited and the directors and principal executive officers of Mondrian Investment Partners Limited is also included in the Form ADV filed by Mondrian Investment Partners Limited with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-37702), which is incorporated herein by reference.
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(18)
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Morgan Stanley Investment Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Morgan Stanley Investment Management, Inc. is set
forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Morgan Stanley Investment Management, Inc. and is incorporated herein by reference. Information about the business of Morgan
Stanley Investment Management, Inc. and the directors and principal executive officers of Morgan Stanley Investment Management, Inc. is also included in the Form ADV filed by Morgan Stanley Investment Management, Inc. with the SEC pursuant to the
Investment Advisers Act of 1940 (File No. 801-15757), which is incorporated herein by reference.
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(19)
|
NFJ Investment Group LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of NFJ Investment Group LLC is set forth in the Prospectuses and
Statement of Additional Information of the Registrant’s series that are subadvised by NFJ Investment Group LLC and is incorporated herein by reference. Information about the business of NFJ Investment Group LLC and the directors and principal
executive officers of NFJ Investment Group LLC is also included in the Form ADV filed by NFJ Investment Group LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-47940), which is incorporated herein by reference.
|
|
(20)
|
Palisade Capital Management, L.L.C. performs investment management services for the Registrant and certain other clients. Information regarding the business of Palisade Capital Management, L.L.C. is set forth in the
Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Palisade Capital Management, L.L.C. and is incorporated herein by reference. Information about the business of Palisade Capital Management,
L.L.C. and the directors and principal executive officers of Palisade Capital Management, L.L.C. is also included in the Form ADV filed by Palisade Capital Management, L.L.C. with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-48401), which is incorporated herein by reference.
|
|
(21)
|
Pyramis Global Advisors, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Pyramis Global Advisors, LLC is set forth in the Prospectuses and
Statement of Additional Information of the Registrant’s series that are subadvised by Pyramis Global Advisors, LLC and is incorporated herein by reference. Information about the business of Pyramis Global Advisors, LLC and the directors and
principal executive officers of Pyramis Global Advisors, LLC is also included in the Form ADV filed by Pyramis Global Advisors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-63658), which is incorporated herein
by reference.
|
|
(22)
|
River Road Asset Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of River Road Asset Management, LLC is set forth in the
Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by River Road Asset Management, LLC and is incorporated herein by reference. Information about the business of River Road Asset Management, LLC
and the directors and principal executive officers of River Road Asset Management, LLC is also included in the Form ADV filed by River Road Asset Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-64175),
which is incorporated herein by reference.
|
|
(23)
|
Segall Bryant & Hamill LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Segall Bryan & Hamill LLC is set forth in the
Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Segall Bryant & Hamill LLC and is incorporated herein by reference. Information about the business of Segall Bryant &
Hamill LLC and the directors and principal executive officers of Segall Bryant & Hamill LLC is also included in the Form ADV filed by Segall Bryant & Hamill LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-47232), which is incorporated herein by reference.
|
|
(24)
|
Sit Investment Associates, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Sit Investment Associates, Inc. is set forth in the
Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Sit Investment Associates, Inc. and is incorporated herein by reference. Information about the business of Sit Investment Associates, Inc.
and the directors and principal executive officers of Sit Investment Associates, Inc. is also included in the Form ADV filed by Sit Investment Associates, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-16350),
which is incorporated herein by reference.
|
|
(25)
|
Snow Capital Management L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Snow Capital Management L.P. is set forth in the Prospectuses and
Statement of Additional Information of the Registrant’s series that are subadvised by Snow Capital Management L.P. and is incorporated herein by reference. Information about the business of Snow Capital Management L.P. and the directors and
principal executive officers of Snow Capital Management L.P. is also included in the Form ADV filed by Snow Capital Management L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-34451), which is incorporated herein
by reference.
|
|
(26)
|
TCW Investment Management Company performs investment management services for the Registrant and certain other clients. Information regarding the
business of TCW Investment Management Company is set forth
|
|
|
in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by TCW Investment Management Company and is incorporated herein by reference.
Information about the business of TCW Investment Management Company and the directors and principal executive officers of TCW Investment Management Company is also included in the Form ADV filed by TCW Investment Management Company with the SEC
pursuant to the Investment Advisers Act of 1940 (File No. 801-29075), which is incorporated herein by reference.
|
|
(27)
|
Threadneedle International Limited performs investment management services for the Registrant and certain other clients. Information regarding the business of Threadneedle International Limited is set forth in the
Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Threadneedle International Limited and is incorporated herein by reference. Information about the business of Threadneedle International
Limited and the directors and principal executive officers of Threadneedle International Limited is also included in the Form ADV filed by Threadneedle International Limited with the SEC pursuant to the Investment Advisers Act of 1940 (File
No. 801-63196), which is incorporated herein by reference.
|
|
(28)
|
Victory Capital Management Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Victory Capital Management Inc. is set forth in the
Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Victory Capital Management Inc. and is incorporated herein by reference. Information about the business of Victory Capital Management Inc.
and the directors and principal executive officers of Victory Capital Management Inc. is also included in the Form ADV filed by Victory Capital Management Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-46878),
which is incorporated herein by reference.
|
|
(29)
|
Wells Capital Management Incorporated performs investment management services for the Registrant and certain other clients. Information regarding the business of Wells Capital Management Incorporated is set forth in the
Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Wells Capital Management Incorporated and is incorporated herein by reference. Information about the business of Wells Capital Management
Incorporated and the directors and principal executive officers of Wells Capital Management Incorporated is also included in the Form ADV filed by Wells Capital Management Incorporated with the SEC pursuant to the Investment Advisers Act of 1940
(File No. 801-21122), which is incorporated herein by reference.
|
|
(30)
|
Winslow Capital Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Winslow Capital Management, Inc. is set forth in the
Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Winslow Capital Management, Inc. and is incorporated herein by reference. Information about the business of Winslow Capital Management, Inc.
and the directors and principal executive officers of Winslow Capital Management, Inc. is also included in the Form ADV filed by Winslow Capital Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-41316),
which is incorporated herein by reference.
|
Item 32. Principal Underwriter
|
(a)
|
Columbia Management Investment Distributors, Inc. acts as principal underwriter for the following investment companies, including the Registrant:
|
Columbia Acorn Trust; Columbia Funds Series Trust; Columbia Funds Series Trust I; Columbia Funds Series Trust II; Columbia Funds Variable
Series Trust II; Columbia Funds Variable Insurance Trust; Columbia Funds Variable Insurance Trust I and Wanger Advisors Trust.
|
(b)
|
As to each director, principal officer or partner of Columbia Management Investment Distributors, Inc.
|
|
|
|
|
|
|
|
Name and Principal Business
Address*
|
|
Position and Offices
with Principal Underwriter
|
|
Positions and Offices
with Registrant
|
|
William F. Truscott
|
|
Chief Executive Officer
|
|
Board Member, Senior Vice President
|
|
|
|
|
|
Amy Unckless
|
|
President
|
|
None
|
|
|
|
|
|
Jeffrey F. Peters
|
|
Managing Director and Head of Global Institutional Distribution
|
|
None
|
|
|
|
|
|
Dave K. Stewart
|
|
Chief Financial Officer
|
|
None
|
|
|
|
|
|
Scott R. Plummer
|
|
Senior Vice President, Chief Legal Officer, Head of Global Asset Management Legal and Assistant Secretary
|
|
Senior Vice President, Chief Legal Officer and Assistant Secretary
|
|
|
|
|
|
Stephen O. Buff
|
|
Vice President, Chief Compliance Officer
|
|
None
|
|
|
|
|
|
Hector DeMarchena
|
|
Vice President – Institutional Asset Management Product Administration and Assistant Secretary
|
|
None
|
|
|
|
|
|
Joe Feloney
|
|
Vice President – National Sales Manager – U.S. Trust/Private Wealth Management
|
|
None
|
|
|
|
|
|
Leslie Moon
|
|
Vice President – Mutual Fund Technology
|
|
None
|
|
|
|
|
|
Brian Walsh
|
|
Vice President, Strategic Relations
|
|
None
|
|
|
|
|
|
Gary Rawdon
|
|
Vice President – Sales Governance and Administration
|
|
None
|
|
|
|
|
|
Thomas R. Moore
|
|
Secretary
|
|
None
|
|
|
|
|
|
Michael E. DeFao
|
|
Vice President and Assistant Secretary
|
|
Vice President and Assistant Secretary
|
|
|
|
|
|
Paul B. Goucher
|
|
Vice President and Assistant Secretary
|
|
Vice President and Assistant Secretary
|
|
|
|
|
|
Tara W. Tilbury
|
|
Vice President and Assistant Secretary
|
|
Assistant Secretary
|
|
|
|
|
|
Nancy W. LeDonne
|
|
Vice President and Assistant Secretary
|
|
None
|
|
|
|
|
|
Ryan C. Larrenaga
|
|
Vice President and Assistant Secretary
|
|
Assistant Secretary
|
|
|
|
|
|
Joseph L. D’Alessandro
|
|
Vice President and Assistant Secretary
|
|
Assistant Secretary
|
|
|
|
|
|
Christopher O. Petersen
|
|
Vice President and Assistant Secretary
|
|
Vice President and Secretary
|
|
|
|
|
|
Eric T. Brandt
|
|
Vice President and Assistant Secretary
|
|
None
|
|
|
|
|
|
Ken Murphy
|
|
Anti-Money Laundering Officer
|
|
None
|
|
|
|
|
|
Kevin Wasp
|
|
Ombudsman
|
|
None
|
|
|
|
|
|
Lee Faria
|
|
Conflicts Officer
|
|
None
|
|
*
|
The principal business address of Columbia Management Investment Distributors, Inc. is 225 Franklin Street, Boston MA 02110.
|
Item 33. Location of Accounts and Records
Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of
1940 and the Rules thereunder include:
|
•
|
|
Fund headquarters, 901 Marquette Avenue South, Suite 2810, Minneapolis, MN 55402;
|
|
•
|
|
Registrant’s investment adviser and administrator, Columbia Management Investment Advisers, LLC, 225 Franklin Street, Boston, MA 02110;
|
|
•
|
|
Registrant’s subadviser, American Century Investment Management, Inc., 4500 Main Street, Kansas City, Missouri 64111;
|
|
•
|
|
Registrant’s subadviser, Barrow, Hanley, Mewhinney & Strauss, LLC, 2200 Ross Avenue, 31
st
Floor, Dallas, Texas 75201;
|
|
•
|
|
Registrant’s subadviser, BlackRock Financial Management, Inc., 55 East 52
nd
Street, New York, New York 10055;
|
|
•
|
|
Registrant’s subadviser, Columbia Wanger Asset Management LLC, 227 West Monroe Street, Chicago, Illinois 60606;
|
|
•
|
|
Registrant’s subadviser, Denver Investment Advisors LLC, 1225 17
th
Street, 26
th
Floor, Denver, Colorado
80202;
|
|
•
|
|
Registrant’s subadviser, Dimensional Fund Advisors, L.P., 6300 Bee Cave Road, Building One, Austin, Texas 78746;
|
|
•
|
|
Registrant’s subadviser, Donald Smith & Co., Inc., 152 West 57
th
Street, 22
nd
Floor, New York, New
York 10019;
|
|
•
|
|
Registrant’s subadviser, Eaton Vance Management, Two International Place Boston, Massachusetts 02110;
|
|
•
|
|
Registrant’s subadviser, Holland Capital Management LLC, 303 W. Madison Ave., Suite 700, Chicago, Illinois 60606;
|
|
•
|
|
Registrant’s subadviser, Invesco Advisers, Inc., 1555 Peachtree Street, N.E., Atlanta, Georgia 30309;
|
|
•
|
|
Registrant’s subadviser, J.P. Morgan Investment Management Inc., 270 Park Avenue, New York, New York 10017;
|
|
•
|
|
Registrant’s subadviser, Jennison Associates LLC, 466 Lexington Avenue, New York, New York 10017;
|
|
•
|
|
Registrant’s subadviser, Loomis, Sayles & Company, L.P., One Financial Center, Boston, Massachusetts, 02111;
|
|
•
|
|
Registrant’s subadviser, The London Company of Virginia, 1801 Bayberry Court, Suite 301, Richmond, Virginia 23226;
|
|
•
|
|
Registrant’s subadviser, Massachusetts Financial Services Company, 111 Huntington Ave., Boston, Massachusetts 02199;
|
|
•
|
|
Registrant’s subadviser, Mondrian Investment Partners Limited, 10 Gresham Street, 5
th
Floor, London, United Kingdom EC2V7JD;
|
|
•
|
|
Registrant’s subadviser, Morgan Stanley Investment Management, Inc., 522 Fifth Avenue, New York, New York 10036;
|
|
•
|
|
Registrant’s subadviser, NFJ Investment Group LLC, 2100 Ross Avenue, Suite 700, Dallas, Texas 75201;
|
|
•
|
|
Registrant’s subadviser, Palisade Capital Management, L.L.C., One Bridge Plaza North, Suite 695, Fort Lee, New Jersey 07024;
|
|
•
|
|
Registrant’s subadviser, Pyramis Global Advisors, LLC, 900 Salem Street, Smithfield, Rhode Island 02917;
|
|
•
|
|
Registrant’s subadviser, River Road Asset Management, LLC, 462 South Fourth Street, Suite 1600, Louisville, Kentucky 40202;
|
|
•
|
|
Registrant’s subadviser, Segall Bryan & Hamill LLC, 10 S Wacker Drive, Suite 3500, Chicago, Illinois 60606;
|
|
•
|
|
Registrant’s subadviser, Sit Investment Associates, Inc., 3300 IDS Center, 80 South Eighth Street, Minneapolis, Minnesota 55402;
|
|
•
|
|
Registrant’s subadviser, Snow Capital Management L.P., 2000 Georgetowne Drive, Suite 200, Sewickley, Pennsylvania 15143;
|
|
•
|
|
Registrant’s subadviser, TCW Investment Management Company, 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017;
|
|
•
|
|
Registrant’s subadviser Threadneedle International Limited, 60 St. Mary Axe, London EC3A 8JQ, England;
|
|
•
|
|
Registrant’s subadviser, Victory Capital Management Inc., 4900 Tiedeman Road, 4
th
Floor, Brooklyn, Ohio 44144;
|
|
•
|
|
Registrant’s subadviser, Wells Capital Management Inc., 525 Market Street, San Francisco, California 94105;
|
|
•
|
|
Registrant’s subadviser, Winslow Capital Management, LLC, 4720 IDS Tower, 80 South Eighth Street, Minneapolis, Minnesota 55402;
|
|
•
|
|
Former subadviser, Davis Selected Advisers, L.P., 2949 East Elvira Road, Suite 101, Tucson, Arizona 85706;
|
|
•
|
|
Former subadviser, Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282;
|
|
•
|
|
Former subadviser, Marsico Capital Management, LLC, 1200 17
th
Street, Suite 1600, Denver, Colorado 80202;
|
|
•
|
|
Former subadviser, Pacific Investment Management Company LLC, 840 Newport Center Drive, Newport Beach, CA 92660;
|
|
•
|
|
Former subadviser Turner Investments, L.P., 1205 Westlakes Drive, Suite 100, Berwyn, Pennsylvania 19312;
|
|
•
|
|
Registrant’s principal underwriter, Columbia Management Investment Distributors, Inc., 225 Franklin Street, Boston, MA 02110;
|
|
•
|
|
Registrant’s transfer agent, Columbia Management Investment Services Corp., 225 Franklin Street, Boston, MA 02110; and
|
|
•
|
|
Registrant’s custodian, JPMorgan Chase Bank, N.A., 1 Chase Manhattan Plaza, New York, NY 10005.
|
In
addition, Iron Mountain Records Management is an off-site storage facility housing historical records that are no longer required to be maintained on-site. Records stored at this facility include various trading and accounting records, as well as
other miscellaneous records. The address for Iron Mountain Records Management is 920 & 950 Apollo Road, Eagan, MN 55121.
Item 34.
Management Services
Not Applicable.
Item 35.
Undertakings
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, COLUMBIA FUNDS VARIABLE SERIES TRUST II,
has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston, and The Commonwealth of Massachusetts on the
20
th
day of August, 2014.
|
|
|
|
|
COLUMBIA FUNDS VARIABLE SERIES TRUST II
|
|
|
|
|
By:
|
|
/s/ J. Kevin Connaughton
|
|
|
|
J. Kevin Connaughton
|
|
|
|
President
|
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed
below by the following persons in the capacities indicated on the 20
th
day of August, 2014.
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature
|
|
|
|
Capacity
|
|
Signature
|
|
|
|
Capacity
|
|
|
|
|
|
|
|
|
/s/ J. Kevin Connaughton
J. Kevin Connaughton
|
|
|
|
President
(Principal Executive
Officer)
|
|
/s/ R. Glenn Hilliard*
R. Glenn Hilliard
|
|
|
|
Trustee
|
|
|
|
|
|
|
|
|
/s/ Michael G. Clarke
Michael G. Clarke
|
|
|
|
Chief Financial Officer
(Principal Financial
Officer)
|
|
/s/ Stephen R. Lewis, Jr.*
Stephen R. Lewis, Jr.
|
|
|
|
Trustee
|
|
|
|
|
|
|
|
|
/s/ Joseph F. DiMaria
Joseph F. DiMaria
|
|
|
|
Chief Accounting Officer
(Principal Accounting
Officer)
|
|
/s/ Catherine James Paglia*
Catherine James Paglia
|
|
|
|
Trustee
|
|
|
|
|
|
|
|
|
/s/ William P. Carmichael*
William P. Carmichael
|
|
|
|
Chair of the Board
|
|
/s/ Leroy C. Richie*
Leroy C. Richie
|
|
|
|
Trustee
|
|
|
|
|
|
|
|
|
/s/ Kathleen A. Blatz*
Kathleen A. Blatz
|
|
|
|
Trustee
|
|
/s/ Anthony M. Santomero*
Anthony M. Santomero
|
|
|
|
Trustee
|
|
|
|
|
|
|
|
|
/s/ Edward J. Boudreau, Jr.*
Edward J. Boudreau, Jr.
|
|
|
|
Trustee
|
|
/s/ Minor M. Shaw*
Minor M. Shaw
|
|
|
|
Trustee
|
|
|
|
|
|
|
|
|
/s/ Pamela G. Carlton*
Pamela G. Carlton
|
|
|
|
Trustee
|
|
/s/ Alison Taunton-Rigby*
Alison Taunton-Rigby
|
|
|
|
Trustee
|
|
|
|
|
|
|
|
|
/s/ Patricia M. Flynn*
Patricia M. Flynn
|
|
|
|
Trustee
|
|
/s/ William F. Truscott*
William F. Truscott
|
|
|
|
Trustee
|
|
|
|
|
|
|
|
|
/s/ William A. Hawkins*
William A. Hawkins
|
|
|
|
Trustee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
By:
|
|
/s/ Ryan C. Larrenaga
|
|
|
|
Name:
|
|
Ryan C. Larrenaga**
|
|
|
|
|
|
Attorney-in-fact
|
|
**
|
Executed by Ryan C. Larrenaga pursuant to Trustees Power of Attorney, dated April 17, 2013, and incorporated by reference to Post-Effective No. 31 to Registration Statement No. 333-146374, of the
Registrant on Form N-1A (Exhibit (q)), filed with the Commission on April 26, 2013.
|
SIGNATURES
CVPCSF Offshore Fund, Ltd. has duly caused this Amendment to the Registration Statement for Columbia Variable Portfolio – Commodity Strategy Fund, with
respect only to information that specifically relates to CVPCSF Offshore Fund, Ltd., to be signed on its behalf by the undersigned, duly authorized, on the 20
th
day of August, 2014.
|
|
|
|
|
CVPCSF Offshore Fund, Ltd.
|
|
|
|
|
By
|
|
/s/ Amy K. Johnson
|
|
|
|
Amy K. Johnson
|
|
|
|
Director
|
This Amendment to the Registration Statement for Columbia Variable Portfolio – Commodity Strategy Fund, with
respect only to information that specifically relates to CVPCSF Offshore Fund, Ltd., has been signed below by the following persons in the capacities indicated on the 20
th
day of August, 2014.
|
|
|
|
|
|
|
|
|
Signature
|
|
|
|
Capacity
|
|
|
|
|
|
|
|
|
/s/ Amy K. Johnson
Amy K. Johnson
|
|
|
|
Director, CVPCSF Offshore Fund, Ltd
|
|
|
|
|
|
|
|
|
/s/ Anthony P. Haugen
Anthony P. Haugen
|
|
|
|
Director, CVPCSF Offshore Fund, Ltd
|
|
|
|
|
|
|
|
|
/s/ Paul D. Pearson
Paul D. Pearson
|
|
|
|
Director, CVPCSF Offshore Fund, Ltd
|
|
|
Exhibit Index
|
|
|
|
|
(d)(2)
|
|
Schedule A, as of July 1, 2014, to the Investment Management Services Agreement, dated March 1, 2011, between Columbia Management Investment Advisers, LLC and Registrant.
|
|
|
|
|
(d)(10)
|
|
Amendment No. 2, as of June 5, 2014, to the Subadvisory Agreement, dated September 23, 2011, amended December 5, 2013, between Columbia Management Investment Advisers, LLC and Dimensional Fund Advisors, L.P.
|
|
|
|
|
(d)(16)
|
|
Amendment No. 1, as of June 17, 2014, to the Subadvisory Agreement, dated April 8, 2010, between Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) and J.P. Morgan Investment Management
Inc.
|
|
|
|
|
(d)(26)
|
|
Subadvisory Agreement, dated April 11, 2014, between Columbia Management Investment Advisers, LLC and River Road Asset Management, LLC.
|
|
|
|
|
(d)(27)
|
|
Subadvisory Agreement, dated June 18, 2014, between Columbia Management Investment Advisers, LLC and Segall Bryant & Hamill LLC.
|
|
|
|
|
(d)(29)
|
|
Subadvisory Agreement, dated June 18, 2014, between Columbia Management Investment Advisers, LLC and Snow Capital Management, L.P.
|
|
|
|
|
(p)(24)
|
|
Segall Bryant & Hamill LLC Code of Ethics, as of July 2013.
|
|
|
|
|
(p)(26)
|
|
Snow Capital Management L.P. Code of Ethics, as of April 2013.
|
Schedule A
As of July 1, 2014
Asset Charge
The following funds shall not pay the Investment Manager a direct fee for services rendered hereunder:
|
|
•
|
|
Variable Portfolio – Aggressive Portfolio
|
|
|
•
|
|
Variable Portfolio – Conservative Portfolio
|
|
|
•
|
|
Variable Portfolio – Moderate Portfolio
|
|
|
•
|
|
Variable Portfolio – Moderately Aggressive Portfolio
|
|
|
•
|
|
Variable Portfolio – Moderately Conservative Portfolio
|
For the following funds, the asset charge for
each calendar day of each year shall be equal to the total of 1/365
th
(1/366
th
in each leap year) of the amount computed in accordance with the
fee schedule in the table, below:
|
|
|
|
|
|
|
|
|
Fund
|
|
Agreement Adoption
and Schedule A
Effective
Date
|
|
Net Assets (billions)
|
|
Annual rate at
each asset level
|
|
Columbia Variable Portfolio – Balanced Fund
Columbia Variable Portfolio – Dividend Opportunity Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011*
|
|
First $0.5
Next $0.5
Next $0.5
Next $1.5
Next $3.0
Over $6.0
|
|
0.660%
0.615%
0.570%
0.520%
0.510%
0.490%
|
|
Columbia Variable Portfolio – Cash Management Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011
|
|
First $1.0
Next $0.5
Next $0.5
Next $0.5
Next $2.5
Next $1.0
Next $1.5
Next $1.5
Next $1.0
Next $5.0
Next $5.0
Next $4.0
Over $24.0
|
|
0.330%
0.313%
0.295%
0.278%
0.260%
0.240%
0.220%
0.215%
0.190%
0.180%
0.170%
0.160%
0.150%
|
|
Columbia Variable Portfolio – Commodity Strategy Fund
#
|
|
Agreement adopted as of Jan. 16, 2013; and Schedule A effective as of Jan. 16, 2013
|
|
First $0.50
Next $0.50
Next $2.00
Next $3.00
Over $6.00
|
|
0.550%
0.505%
0.480%
0.460%
0.440%
|
|
Columbia Variable Portfolio – Core Equity Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011
|
|
All
|
|
0.400%
|
|
Columbia Variable Portfolio – Diversified Bond Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011***
|
|
First $1.0
Next $1.0
Next $4.0
Next $1.5
Next $1.5
Next $3.0
Next $8.0
Next $4.0
Next $26.0
Over $50.0
|
|
0.430%
0.420%
0.400%
0.380%
0.365%
0.360%
0.350%
0.340%
0.320%
0.300%
|
IMS - CFVSTII
|
|
|
|
|
|
|
|
|
Fund
|
|
Agreement Adoption
and Schedule A
Effective
Date
|
|
Net Assets (billions)
|
|
Annual rate at
each asset level
|
|
Columbia Variable Portfolio – Emerging Markets Bond Fund
|
|
Agreement adopted as of March 1, 2011; and
Schedule A effective as of January 12, 2012
|
|
First $0.50
Next $0.50
Next $1.0
Next $1.0
Next $3.0
Next $1.5
Next $1.5
Next $1.0
Next $5.0
Next $5.0
Next $4.0
Next $26.0
Over $50.0
|
|
0.530%
0.525%
0.515%
0.495%
0.480%
0.455%
0.440%
0.431%
0.419%
0.409%
0.393%
0.374%
0.353%
|
|
Columbia Variable Portfolio – Limited Duration Credit Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of July 1, 2014
|
|
First $1.0
Next $1.0
Next $1.0
Next $3.0
Next $1.5
Next $1.5
Next $1.0
Next $5.0
Next $5.0
Next $4.0
Next $26.0
Over $50.0
|
|
0.410%
0.405%
0.400%
0.395%
0.380%
0.365%
0.360%
0.350%
0.340%
0.330%
0.310%
0.290%
|
|
Columbia VP – Managed Volatility Moderate Growth Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of April 12, 2012
|
|
Assets invested in
underlying funds
(including any
ETFs) that pay an
investment advisory
fee to the Investment
Manager
|
|
0.00%
|
|
|
|
|
|
Assets invested in securities (other than underlying
mutual funds (including any ETFs) that pay an investment advisory fee to the Investment Manager), including other funds advised by the Investment Manager that do not pay an investment advisory fee, derivatives and individual securities.
|
|
|
|
|
|
First $0.5
Next $0.5
Next $0.5
Next $1.5
Next $3.0
Over $6.0
|
|
0.66%
0.615%
0.57%
0.52%
0.51%
0.49%
|
IMS - CFVSTII
|
|
|
|
|
|
|
|
|
Fund
|
|
Agreement Adoption
and Schedule A
Effective
Date
|
|
Net Assets (billions)
|
|
Annual rate at
each asset level
|
|
Columbia Variable Portfolio – Large Core Quantitative Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011*
|
|
First $0.5
Next $0.5
Next $2.0
Next $3.0
Over $6.0
|
|
0.710%
0.660%
0.565%
0.560%
0.540%
|
|
Columbia Variable Portfolio – Global Bond Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011***
|
|
First $1.0
Next $1.0
Next $1.0
Next $3.0
Next $1.5
Next $4.5
Next $8.0
Next $30.0
Over $50.0
|
|
0.570%
0.525%
0.520%
0.515%
0.510%
0.500%
0.490%
0.480%
0.470%
|
|
Variable Portfolio – BlackRock Global Inflation-Protected Securities Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011
|
|
First $1.0
Next $1.0
Next $1.0
Next $3.0
Next $1.5
Next $1.5
Next $1.0
Next $5.0
Next $5.0
Next $4.0
Next $26.0
Next $50.0
|
|
0.440%
0.415%
0.390%
0.365%
0.340%
0.325%
0.320%
0.310%
0.300%
0.290%
0.270%
0.250%
|
|
Columbia Variable Portfolio – High Yield Bond Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011***
|
|
First $0.25
Next $0.25
Next $0.25
Next $0.25
Next $1.0
Next $1.0
Next $3.0
Next $1.5
Next $1.5
Next $1.0
Next $5.0
Next $5.0
Next $4.0
Next $26.0
Over $50.0
|
|
0.590%
0.575%
0.570%
0.560%
0.550%
0.540%
0.515%
0.490%
0.475%
0.450%
0.435%
0.425%
0.400%
0.385%
0.360%
|
IMS - CFVSTII
|
|
|
|
|
|
|
|
|
Fund
|
|
Agreement Adoption
and Schedule A
Effective
Date
|
|
Net Assets (billions)
|
|
Annual rate at
each asset level
|
|
Columbia Variable Portfolio – Income Opportunities Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011***
|
|
First $0.25
Next $0.25
Next $0.25
Next $0.25
Next $1.0
Next $1.0
Next $3.0
Next $1.5
Next $1.5
Next $1.0
Next $5.0
Next $5.0
Next $4.0
Next $26.0
Over $50.0
|
|
0.590%
0.575%
0.570%
0.560%
0.550%
0.540%
0.515%
0.490%
0.475%
0.450%
0.435%
0.425%
0.400%
0.385%
0.360%
|
|
Columbia Variable Portfolio – Large Cap Growth Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011*
|
|
First $0.5
Next $0.5
Next $0.5
Next $1.5
Next $3.0
Over $6.0
|
|
0.710%
0.665%
0.620%
0.570%
0.560%
0.540%
|
|
Columbia Variable Portfolio – Mid Cap Value Opportunity Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011*
|
|
First $0.5
Next $0.5
Next $0.5
Next $1.5
Next $9.0
Over $12.0
|
|
0.760%
0.715%
0.670%
0.620%
0.620%
0.620%
|
|
Columbia Variable Portfolio – Mid Cap Growth Opportunity Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of April 1, 2011*
|
|
First $0.5
Next $0.5
Next $0.5
Next $1.5
Next $9.0
Over $12.0
|
|
0.760%
0.715%
0.670%
0.620%
0.620%
0.620%
|
|
Columbia Variable Portfolio – S&P 500 Index Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011***
|
|
All
|
|
0.100%
|
|
Columbia Variable Portfolio – U.S. Government Mortgage Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011***
|
|
First $1.0
Next $1.0
Next $1.0
Next $3.0
Next $1.5
Next $1.5
Next $1.0
Next $5.0
Next $5.0
Next $4.0
Next $26.0
Over $50.0
|
|
0.360%
0.355%
0.350%
0.345%
0.330%
0.315%
0.310%
0.300%
0.290%
0.280%
0.260%
0.240%
|
IMS - CFVSTII
|
|
|
|
|
|
|
|
|
Fund
|
|
Agreement Adoption
and Schedule A
Effective
Date
|
|
Net Assets (billions)
|
|
Annual rate at
each asset level
|
|
Columbia Variable Portfolio—Seligman Global Technology Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of March 7, 2011
|
|
First $2.0
Next $2.0
Over $4.0
|
|
0.950%
0.910%
0.870%
|
|
Columbia Variable Portfolio – Select Large-Cap Value Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011
|
|
First $0.5
Next $0.5
Next $2.0
Next $3.0
Over $6.0
|
|
0.710%
0.660%
0.565%
0.560%
0.540%
|
|
Columbia Variable Portfolio – Select Smaller—Cap Value Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011
|
|
First $0.5
Next $0.5
Over $1.0
|
|
0.790%
0.745%
0.700%
|
|
Columbia Variable Portfolio – Emerging Markets Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011**
|
|
First $0.25
Next $0.25
Next $0.25
Next $0.25
Next $1.0
Next $5.5
Next $2.5
Next $5.0
Next $5.0
Next $4.0
Next $26.0
Over $50.0
|
|
1.100%
1.080%
1.060%
1.040%
1.020%
1.000%
0.985%
0.970%
0.960%
0.935%
0.920%
0.900%
|
|
Columbia Variable Portfolio – International Opportunity Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011*
|
|
First $0.25
Next $0.25
Next $0.25
Next $0.25
Next $0.5
Next $1.5
Next $3.0
Next $6.0
Next $8.0
Next $4.0
Next $26.0
Over $50.0
|
|
0.800%
0.775%
0.750%
0.725%
0.700%
0.650%
0.640%
0.620%
0.620%
0.610%
0.600%
0.570%
|
|
Variable Portfolio – Sit Dividend Growth Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of April 1, 2011**
|
|
First $0.5
Next $0.5
Next $1.0
Next $1.0
Next $3.0
Over $6.0
|
|
0.730%
0.705%
0.680%
0.655%
0.630%
0.600%
|
|
Variable Portfolio – Victory Established Value Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011**
|
|
First $0.5
Next $0.5
Next $1.0
Next $1.0
Next $3.0
Over $6.0
|
|
0.780%
0.755%
0.730%
0.705%
0.680%
0.650%
|
|
Variable Portfolio—DFA International Value Fund
Variable Portfolio—Invesco International Growth Fund
Variable Portfolio—Pyramis International Equity Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011
|
|
First $1.0
Next $1.0
Over $2.0
|
|
0.850%
0.800%
0.700%
|
IMS - CFVSTII
|
|
|
|
|
|
|
|
|
Fund
|
|
Agreement Adoption
and Schedule A
Effective
Date
|
|
Net Assets (billions)
|
|
Annual rate at
each asset level
|
|
Variable Portfolio – American Century Diversified Bond Fund
Variable Portfolio – J.P. Morgan Core Bond Fund
Variable Portfolio – TCW Core Plus Bond Fund
Variable Portfolio – Wells Fargo Short Duration Government Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of July 1, 2013
|
|
First $1.0
Next $1.0
Next $1.0
Over $3.0
|
|
0.480%
0.450%
0.400%
0.375%
|
|
Variable Portfolio – Loomis Sayles Growth Fund
Variable Portfolio – Nuveen Winslow Large Cap Growth Fund
Variable Portfolio – MFS Value Fund
Variable Portfolio – NFJ Dividend Value Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011
|
|
First $1.0
Next $1.0
Over $2.0
|
|
0.650%
0.600%
0.500%
|
|
Variable Portfolio – Holland Large Cap Growth Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of May 1, 2013
|
|
First $1.0
Next $0.5
Next $0.5
Over $2.0
|
|
0.650%
0.600%
0.550%
0.500%
|
|
Variable Portfolio – Eaton Vance Floating-Rate Income Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011
|
|
First $1.0
Next $1.0
Over $2.0
|
|
0.630%
0.580%
0.530%
|
|
Variable Portfolio – Jennison Mid Cap Growth Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011
|
|
First $1.0
Next $1.0
Over $2.0
|
|
0.750%
0.700%
0.650%
|
|
Variable Portfolio – Mondrian International Small Cap Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011
|
|
First $0.25
Next $0.25
Over $0.50
|
|
0.950%
0.900%
0.850%
|
|
Variable Portfolio – Columbia Wanger International Equities Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of July 1, 2013
|
|
First $0.25
Next $0.25
Next $0.50
Next $2.00
Over $3.00
|
|
0.950%
0.900%
0.850%
0.750%
0.720%
|
|
Variable Portfolio – Morgan Stanley Global Real Estate Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011
|
|
First $1.0
Next $1.0
Over $2.0
|
|
0.850%
0.800%
0.750%
|
|
Variable Portfolio – Partners Small Cap Growth Fund
Variable Portfolio – Columbia Wanger U.S. Equities Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of March 1, 2011
|
|
First $0.25
Next $0.25
Over $0.50
|
|
0.900%
0.850%
0.800%
|
|
Variable Portfolio – Partners Small Cap Value Fund
|
|
Agreement adopted as of March 1, 2011; and Schedule A effective as of April 30, 2011**
|
|
First $0.25
Next $0.25
Next $0.25
Next $0.25
Over $1.0
|
|
0.970%
0.945%
0.920%
0.895%
0.870%
|
|
#
|
When calculating asset levels for purposes of determining fee breakpoints, asset levels are based on net assets of the Fund, including assets invested in any
wholly-owned subsidiary advised by the Investment Manager (“Subsidiaries”). Fees payable by the Fund under this agreement shall be reduced by any investment management service fees paid to the Investment Manager by any Subsidiaries under
separate investment management services agreements with the Subsidiaries.
|
|
*
|
Reflects elimination of the Performance Incentive Adjustment and changes to the fee schedule.
|
|
**
|
Reflects elimination of the Performance Incentive Adjustment.
|
|
***
|
Reflects changes to the fee schedule.
|
IMS - CFVSTII
The computation shall be made for each calendar day on the basis of net assets as of the close of the preceding
day. In the case of the suspension of the computation of net asset value, the fee for each calendar day during such suspension shall be computed as of the close of business on the last full day on which the net assets were computed. Net assets as of
the close of a full day shall include all transactions in shares of the Fund recorded on the books of the Fund for that day.
IMS - CFVSTII
IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A as of June 18, 2014, provided
that the Agreement shall, with respect to each Fund, be deemed to have been executed as of the later of the Agreement adoption and Schedule A effective date for such Fund specified herein.
COLUMBIA FUNDS VARIABLE SERIES TRUST II
|
|
|
|
|
By:
|
|
/s/ Michael G. Clarke
|
|
|
|
Name: Michael G. Clarke
|
|
|
|
Title: Chief Financial Officer
|
COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC
|
|
|
|
|
By:
|
|
/s/ J. Kevin Connaughton
|
|
|
|
Name: J. Kevin Connaughton
|
|
|
|
Title: Senior Vice President
|
IMS - CFVSTII
AMENDMENT NO. 2
TO THE SUBADVISORY AGREEMENT
This Amendment No. 2 (the “Amendment”), made and entered into as of June 5, 2014, is made a part of the Subadvisory
Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Dimensional Fund Advisors LP, a Delaware limited partnership (“Subadviser”), dated
September 23, 2011 (the “Agreement”).
WHEREAS, Investment Manager and Subadviser desire to amend the Agreement.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
Section 1(g) of the Agreement shall be, and hereby is, deleted and replaced with the following:
Supplemental Arrangements.
Subadviser may enter into arrangements with (i) its affiliates for the performance by any such affiliate
or its personnel of services or functions contemplated by this Agreement, provided that any such arrangement is implemented and carried out in accordance with the 1940 Act, the Advisers Act and applicable law and subject to the supervision of
Subadviser, and (ii) non-affiliates for the provision to Subadviser of certain administrative and middle office services; provided that, prior to entering into any such arrangements under (i) or (ii) above, Subadviser shall provide
prior written notice to, and obtain consent (which shall not be unreasonably withheld) from, Investment Manager (and, if required and such requirement is communicated to the Subadviser, the Fund’s Board of Trustees), and that Subadviser shall
be responsible for any acts or omissions of such affiliates and non-affiliates to the same extent Subadviser would have been responsible under this Agreement had the Subadviser performed the service or function directly.
[REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers designated
below as of the day and year first above written.
|
|
|
|
|
|
|
|
|
|
|
Columbia Management Investment Advisers, LLC
|
|
|
|
Dimensional Fund Advisors LP
By Dimensional Holdings Inc., its General Partner
|
|
|
|
|
|
|
|
By:
|
|
/s/ Colin Moore
|
|
|
|
By:
|
|
/s/ Valerie Brown
|
|
|
|
Signature
|
|
|
|
|
|
Signature
|
|
|
|
|
|
|
|
Name:
|
|
Colin Moore
|
|
|
|
Name:
|
|
Valerie Brown
|
|
|
|
Printed
|
|
|
|
|
|
Printed
|
|
|
|
|
|
|
|
Title:
|
|
Global Chief Investment Officer
|
|
|
|
Title:
|
|
Vice President
|
AMENDMENT NO. 1
TO THE SUBADVISORY AGREEMENT
This Amendment No. 1 (the “Amendment”), made and entered into as of June 17, 2014, is made a part of the Subadvisory
Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and J.P. Morgan Investment Management Inc., a Delaware corporation (“Subadviser”), dated April 8,
2010 (the “Agreement”) with respect to the fund or funds (the “Fund”) identified in the Agreement.
WHEREAS,
Investment Manager and Subadviser desire to amend the Agreement.
NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:
|
|
1.
|
Portfolio Management
. Section 1(a) of the Agreement shall be, and hereby is, amended by adding the following as paragraph 1(a)(iii)(D):
|
Attorney-in-Fact Authority with Respect to Certain Fund Investments
. To the extent permitted by applicable laws and regulation,
Subadviser is authorized on behalf of the Fund, consistent with the investment discretion delegated to Subadviser herein with regard to the portion of assets of the Fund allocated to the Subadviser from time to time, and is hereby appointed as the
Fund’s agent and attorney-in-fact with authority to: (i) enter into, subject to the review of legal counsel for the Investment Manager prior to Subadviser’s execution thereof, agreements and execute any documents on behalf of the Fund
required with respect to any investments made for the Fund (such agreements and documents include but are not limited to any customary market and/or industry documentation and the representations contained therein; e.g, Master Securities Forward
Transaction Agreements, any futures, other derivatives or other investment documentation, such as exchange-traded and over-the-counter transaction documentation, as applicable, and all other documentation related to the foregoing);
(ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures; (iii) open, continue and terminate brokerage accounts and other brokerage arrangements with respect
to the portfolio transactions entered into by Subadviser on behalf of the Fund; and (iv) take such other actions with respect to an agreement or document entered into on behalf of the Fund as the Subadviser deems necessary or desirable to the
Fund. Subadviser further shall have the authority, in the ordinary course of executing transactions or managing positions that are covered under this Paragraph 1, to instruct the custodian to: (i) pay cash for securities and other property
delivered for the Fund; (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts or other investments purchased or sold for the
Fund; and (iii) deposit margin or
collateral which shall include the transfer of money, securities or other property to the extent permitted by the 1940 Act and the rules and regulations thereunder and necessary to meet the
obligations of the Fund with respect to any investments made in accordance with the Prospectus and SAI. Subadviser shall not have the authority to cause the Investment Manager to deliver securities or other property, or pay cash to Subadviser except
as expressly provided in this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers designated
below as of the day and year first above written.
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Columbia Management Investment Advisers, LLC
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J.P. Morgan Investment Management Inc.
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By:
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/s/ Colin Moore
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By:
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/s/ Sherryl James-Rosario
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Signature
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Signature
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Name:
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Colin Moore
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Name:
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Sherryl James-Rosario
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Printed
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Printed
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Title:
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Global Chief Investment Officer
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Title:
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Vice President
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Date: June 17, 2014
SUBADVISORY AGREEMENT
Agreement made as of the 11
th
day of April, 2014 by and between Columbia Management
Investment Advisers, LLC a Minnesota limited liability company (“Investment Manager”), and River Road Asset Management, LLC, a Delaware limited liability company (“Subadviser”).
WHEREAS the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended
(the “1940 Act”).
WHEREAS Investment Manager entered into an Investment Management Services Agreement (the “Advisory
Agreement”) with the Fund pursuant to which Investment Manager provides investment advisory services to the Fund.
WHEREAS Investment
Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund as a value-style investment manager, and Subadviser is willing to render such investment advisory services.
WHEREAS Investment Manager and Subadviser originally entered into a subadvisory agreement on April 24, 2006 pursuant to which Subadviser
provides investment advisory services to the Fund, which subadvisory agreement was terminated on October 17, 2007 following an “assignment” of the subadvisory agreement resulting from a “change in control” of the Subadviser,
as those terms are defined under the 1940 Act.
WHEREAS The Investment Manager and Subadviser entered into an interim subadvisory
agreement as of October 17, 2007, pursuant to Rule 15a-4 of the 1940 Act, which subadvisory agreement was approved at an in person meeting of the Fund’s Board of Directors pursuant to Section 15 of the 1940 Act, and in accordance with
the conditions of that certain Exemptive Order dated July 16, 2002 (Release No. IC-25664, File No. 812-12580) (the “Exemptive Order”).
WHEREAS On October 5, 2008, the subadvisory agreement terminated following its “assignment” resulting from a “change in
control” of the Subadviser, as those terms are defined under the 1940 Act.
WHEREAS On October 15, 2008, the Board of Directors
of the Fund approved an interim subadvisory agreement between the Investment Manager and Subadviser, effective as of October 5, 2008, pursuant to Rule 15a-4 of the 1940 Act.
WHEREAS It is the parties intention that the Subadviser continue to furnish investment advisory services to the Fund.
WHEREAS On November 13, 2008, the Board of Directors of the Fund approved a subadvisory agreement under Section 15 of the 1940 Act
and in accordance with the conditions of the Exemptive Order.
1
WHEREAS On January 14, 2010, the Board of Directors of the Fund approved the Agreement
between the Investment Manager and Subadviser, effective as of February 24, 2010, pursuant to Rule 15a-4 of the 1940 Act and in accordance with the Exemptive Order, in anticipation of the termination of the most recent subadvisory agreement
which was expected to follow after its “assignment” resulting from a “change in control” of the Subadviser on February 24, 2010, as those terms are defined under the 1940 Act.
WHEREAS On April 11, 2014, the Board of Trustees of the Fund approved the Agreement between the Investment Manager and Subadviser,
effective as of June 30, 2014, pursuant to Rule 15a-4 of the 1940 Act and in accordance with the Exemptive Order, in anticipation of the termination of the most recent subadvisory agreement which was expected to follow after its
“assignment” resulting from a “change in control” of the Subadviser on June 30, 2014, as those terms are defined under the 1940 Act.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
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(a)
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Portfolio Management. Subject to supervision by Investment Manager and the Fund’s Board of Directors (the “Board”), Subadviser shall manage the investment operations and the composition of that portion of
assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in accordance with the
Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:
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(i)
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Investment Decisions
. Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment
Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for
purposes of complying with the conditions of Rule 12d3-1(a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund. Subadviser will not be responsible for filing claims in class action
settlements related to securities currently or previously held by that portion of the Fund allocated to it by Investment Manager.
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(ii)
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Investment Limits
. In the performance of its duties and obligations under this Agreement, Subadviser shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in
the (A) Fund’s Prospectus and Statement of Additional Information (“SAI”); (B) instructions and directions of Investment Manager and of the Board; (C) requirements of the 1940 Act, the Internal Revenue Code of 1986, as
amended, as applicable to the Fund, and all other applicable federal and state laws and regulations; and (D) the procedures and standards set forth in, or established in accordance with, the Advisory Agreement to the extent communicated to
Subadviser.
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(iii)
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Portfolio Transactions
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(A)
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Trading
. With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants
(including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with the brokerage policy set forth in the Fund’s
Prospectus and SAI, or approved by the Board; conform with federal securities laws; and be consistent with seeking best execution. Within the framework of this policy, Subadviser may consider the research, investment information, and other services
provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party. To the extent
permitted by law, and consistent with its obligation to seek best execution, the Subadviser may execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a
transaction provided that the Subadviser determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either
that particular transaction or the Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.
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(B)
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Aggregation of Trades
. On occasions when Subadviser deems the purchase or sale of an investment to be in the best interest of the Fund as well as other clients of Subadviser, Subadviser, to the extent permitted
by applicable laws and regulations, may, but shall be under no obligation to, aggregate the investment to be sold or purchased in order to seek best execution. In such event, allocation of the investment so purchased or sold, as well as the expenses
incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.
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(iv)
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Records and Reports
. Subadviser (A) shall maintain such books and records as are required based on the services provided by Subadviser
pursuant to this Agreement under the 1940 Act and as are necessary for Investment Manager to meet its record keeping obligations generally set
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forth under Section 31 and related rules thereunder, (B) shall render to the Board such periodic and special reports as the Board or Investment Manager may reasonably request in
writing, and (C) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance written notice.
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(v)
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Transaction Reports
. Subadviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Fund’s assets and shall provide Investment Manager
with such information upon Investment Manager’s request.
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(b)
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Compliance Program and Ongoing Certification(s).
As requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund’s annual and semi-annual reports, in a
format approved by Investment Manager, and shall (A) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not
misleading, and (B) provide additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and
Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and the Subadviser’s management of the Fund, in a
format reasonably requested by Investment Manager, as it may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of
1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager.
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(c)
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Maintenance of Records
. Subadviser shall timely furnish to Investment Manager all information relating to Subadviser’s services hereunder which are needed by Investment Manager to maintain the books and
records of the Fund required under the 1940 Act. Subadviser shall maintain for the Fund the records required by paragraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10) and (f) of Rule 31a-1 under the 1940 Act and any additional records as agreed
upon by Subadviser and Investment Manager. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided,
however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.
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(d)
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Fidelity Bond and Code of Ethics
. Subadviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, Subadviser is maintaining (i) adequate fidelity bond
insurance and (ii) an appropriate Code of Ethics and related reporting procedures.
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(e)
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Confidentiality
. Subadviser agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information, but no less than reasonable care, to protect the
confidentiality of the Portfolio Information. As used herein “Portfolio Information” means confidential and proprietary information with regard to the portfolio holdings and characteristics of the portion of the Fund allocated to
Subadviser, that Subadviser manages under the terms of this Agreement. Subadviser will restrict access to the Portfolio Information to those employees of Subadviser who will use it only for the purpose of managing its portion of the Fund. The
foregoing shall not prevent Subadviser from disclosing Portfolio Information that is (1) publicly known or becomes publicly known through no unauthorized act, (2) rightfully received from a third party without obligation of
confidentiality, (3) approved in writing by Investment Manager for disclosure, or (4) required to be disclosed pursuant to a requirement of a governmental agency or law so long as Subadviser provides Investment Manager with prompt written
notice of such requirement prior to any such disclosure.
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2.
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Investment Manager’s Duties
. Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review
Subadviser’s performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of
Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will
specifically identify in writing (a) all publicly traded companies in which the Fund may not invest, together with ticker symbols for all such companies (Subadviser will assume that any company name not accompanied by a ticker symbol is not a
publicly traded company), and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the Fund.
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3.
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Documents Provided to Subadviser
. Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly
deliver to it all future amendments and supplements, if any.
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4.
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Compensation of Subadviser
. For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to
Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, from the Fund’s assets at the annual rates as a percentage of
the Fund’s average daily net assets set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate
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approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month
or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such month bears to the full month in which such effectiveness or termination occurs.
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5.
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Expenses
. Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser’s services under this Agreement, including but not
limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund’s distributor, and marketing support.
Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require
immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise (“Changes”), and at the time
of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the
event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number
of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically
assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.
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the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Fund to be required by the
1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs
of preparation, filing and mailing of a proxy statement, and of soliciting proxies.
In the event that such proposed change in control of
Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and
expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.
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6.
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Liability of Subadviser
. Subadviser agrees to perform faithfully the services required to be rendered to the Fund under this Agreement, but
nothing herein contained shall make Subadviser or any of its officers, partners, or employees liable for any loss sustained by
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the Fund or its officers, directors, or shareholders, Investment Manager, or any other person on account of the services which Subadviser may render or fail to render under this Agreement;
provided, however, that nothing herein shall protect Subadviser against liability to the Fund or to any of its shareholders, to which Subadviser would otherwise be subject, by reason of its willful misfeasance, bad faith, or negligence in the
performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement. Nothing in this Agreement shall protect Subadviser from any liabilities, which it may have under the Securities Act of 1933, as
amended, (the “1933 Act”) or the 1940 Act. Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or
other standard or objective.
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7.
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Representations of Subadviser
. Subadviser represents and warrants as follows:
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(a)
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Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the
Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) as of October 5, 2004, has adopted written policies and procedures
that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide promptly notice of any material violations relating to
the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify
Investment Manager of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
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(b)
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Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the
last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that Subadviser has complied with the requirements of Rule 17j-1 during the previous year and that there
has been no material violation of Subadviser’s code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation.
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(c)
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Subadviser has provided Investment Manager with a copy of its Form ADV Part II, which as of the date of this Agreement is its Form ADV Part II as most recently deemed to be filed with the Securities and Exchange
Commission (“SEC”), and promptly will furnish a copy of all amendments to Investment Manager at least annually.
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(d)
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Subadviser will promptly notify Investment Manager of any changes in the Controlling Shareholders/Managing Partners or in the key personnel who are either the portfolio manager(s) responsible for the Fund or the
Subadviser’s Chief Executive Officer or President, or if there is otherwise an actual or expected change in control or management of Subadviser.
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(e)
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Subadviser agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with the Fund or Investment Manager, or any of their respective affiliates in offering,
marketing, or other promotional materials without the prior written consent of Investment Manager.
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8.
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Representations of Investment Manager
. Investment Manager represents and warrants as follows:
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(a)
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Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940
Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this
Agreement; and (v) will promptly notify Subadviser of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or
otherwise.
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(b)
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Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional
materials without the prior written consent of Subadviser.
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(c)
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The Fund operates under an order from the Securities and Exchange Commission that permits Investment Manager, subject to the approval of the Fund’s Board of Directors, to enter into subadvisory agreements for the
Fund without first obtaining shareholder approval. The Investment Manager obtained approval to enter into this Agreement with Subadviser on April 13, 2006.
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9.
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Liability and Indemnification
.
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(a)
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Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers,
partners, employees, consultants, or agents of Subadviser or any of its affiliates shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment
Manager, or any of
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its affiliated persons (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Fund and
Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit
the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any
of the Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise to the extent arising out of or based on (i) any willful misconduct, bad faith,
reckless disregard, or negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the Prospectus and SAI, proxy materials,
reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding the Subadviser known to Subadviser which was required to be stated therein or necessary to make the
statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) any violation
of this Agreement, or of federal or state statutes or regulations, by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and
reliable. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under
any securities laws.
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(b)
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Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any
losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons
(as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall
operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless the Subadviser Indemnitees against any and all losses, claims, damages,
liabilities, or litigation (including reasonable legal and other expenses) to which any of the Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise to
the extent arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material
fact contained in the Prospectus and SAI, proxy materials,
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reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated
therein or necessary to make the statements therein not misleading, unless such statement or omission concerned the subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee
for use therein, or (iii) any violation of this Agreement, or of federal or state statutes or regulations by Investment Manager or the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good
faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Subadviser may have under any securities laws.
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(c)
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After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (a) or (b) above
(“Indemnified Party”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (“Indemnifying Party”), such Indemnified
Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified
Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the Indemnifying
Party and such Indemnifying Party is damaged solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the
Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including
any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party
shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying
Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.
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10.
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Duration and Termination
.
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(a)
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Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of more than two years from the date written above only so long as such continuance is specifically approved at least
annually in conformity with the requirements of the 1940 Act. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least
annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the Fund.
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(b)
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Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of
the Fund on 60 days’ written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days’ written notice to Subadviser; (ii) upon material breach by
Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager,
Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement
at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach
has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.
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(c)
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In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to the Subadviser having provided investment management services
to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(A), 1(d), 1(e), 5, 8(a), 8(b), 8(c), 15, 17, and 18, shall survive such termination of the Agreement.
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11.
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Subadviser’s Services Are Not Exclusive
. Nothing in this Agreement shall limit or restrict the right of Subadviser or any of its partners, officers, or employees 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 business, whether of a similar or a dissimilar nature, or limit or restrict Subadviser’s right to engage in any other business or to render services of any kind to
any other mutual fund, corporation, firm, individual, or association.
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12.
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References to Subadviser
. During the term of this Agreement, Investment Manager agrees to furnish to Subadviser at its principal office all
prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, which refer to Subadviser or its clients
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in any way, prior to use thereof and not to use such material if Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed upon) after receipt
thereof. Sales literature may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery.
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13.
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Notices
. Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.
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Subadviser:
R. Andrew Beck
President
River Road
Asset Management, LLC
462 South Fourth Street, Suite 1600
Louisville, Kentucky 40202
Tel: (502) 371-4102
Fax:
(502) 371-4112
with a copy to:
Thomas D. Mueller, CPA, CFA
COO & CCO
River Road
Asset Management, LLC
462 South Fourth Street, Suite 1600
Louisville, Kentucky 40202
Tel: (502) 371-4104
Fax:
(502) 371-4114
Investment Manager:
Paul Mikelson
Vice President,
Subadvised Strategies
435 Ameriprise Financial Center
Routing H13/435
Minneapolis,
MN 55474
Tel: (612) 671-4452
Fax: (612) 671-0618
with
a copy to:
Christopher O. Petersen
Vice President and Chief Counsel
Ameriprise Financial
50606
Ameriprise Financial Center
Minneapolis, MN 55474
Tel: (612) 671-4321
Fax:
(612) 671-2680
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14.
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Amendments
. This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.
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15.
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Assignment
. No assignment of this Agreement (as defined in the 1940 Act) shall be made by Investment Manager without the prior written consent of the Fund and Investment Manager. Notwithstanding the foregoing, no
assignment shall be deemed to result from any changes in the directors, officers, or employees of Investment Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.
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16.
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Governing Law
. This Agreement, and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9, shall be governed by the laws of the State of
Minnesota, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act. Any claim or action brought by one of the parties hereto in connection with this Agreement shall be brought in the
appropriate Federal or State court located in Hennepin County, Minnesota, and the parties hereto irrevocably consent to the exclusive jurisdiction of such court. To the extent that the laws of the State of Minnesota, or any of the provision of this
Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control.
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17.
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Entire Agreement
. This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.
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18.
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Severability
. Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of
termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9, shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.
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19.
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Interpretation
. Any questions of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to
such term or provision in the 1940 Act and to interpretation thereof, if any, by the federal courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940
Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the
effect of such rule, regulation, or order.
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20.
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Headings
. The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.
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21.
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Authorization
. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by
all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.
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13
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated
below as of the day and year first above written.
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COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC
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RIVER ROAD ASSET MANAGEMENT, LLC
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By:
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/s/ Colin Moore
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By:
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/s/ Thomas D. Mueller
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Signature
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Signature
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Name:
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Colin Moore
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Name:
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Thomas D. Mueller, CFA, CPA
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Printed
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Printed
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Title:
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Global Chief Investment Officer
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Title:
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Chief Operating Officer/
Chief Compliance Officer
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14
SUBADVISORY AGREEMENT
[REDACTED DATA]
15
SUBADVISORY AGREEMENT
Agreement made as of the 18
th
day of June, 2014 by and between Columbia Management
Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Segall Bryant & Hamill LLC, a Delaware limited liability company (“Subadviser”).
WHEREAS, the funds listed in Schedule A (collectively referred to as the “Fund”) are each a series of an investment company
registered under the Investment Company Act of 1940, as amended (the “1940 Act”).
WHEREAS, Investment Manager entered into an
Investment Management Services Agreement (the “Advisory Agreement”) with the Fund pursuant to which Investment Manager provides investment advisory services to the Fund.
WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser
is willing to render such investment advisory services.
WHEREAS, the effective date of this Agreement is August 20, 2014.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
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(a)
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Portfolio Management
. Subject to supervision by Investment Manager and the Fund’s Board of Directors/Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of
that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in
accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:
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(i)
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Investment Decisions
. Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment
Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for
purposes of complying with the conditions of Rule 12d3-1(a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to
time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by
Investment Manager.
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(ii)
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Investment Limits
. In the performance of its duties and obligations under this Agreement, Subadviser shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in
the (a) Fund’s prospectus (“Prospectus”) and the Fund’s Statement of Additional Information (“SAI”); (b) instructions and directions of Investment Manager and of the Board; and (c) requirements of the
1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), as applicable to the Fund, and all other applicable federal and state laws and regulations. Investment Manager agrees to give Subadviser prompt written notice if
Investment Manager believes any recommendations, advice or investments to be in violation of (a), (b) or (c) above.
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(iii)
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Portfolio Transactions
.
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(A)
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Trading
. With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants
(including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal
securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants
who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by
law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction
provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that
particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser. Notwithstanding anything herein to the contrary, to the extent Subadviser is directed by Investment
Manager to use a particular broker or brokers to borrow securities to cover securities sold short, Subadviser shall have no responsibility for setting the rate charged to borrow a security or otherwise ensuring that the rate charged by such broker
to borrow a security is favorable.
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Aggregation of Trades
. Subadviser, to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the
securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the
Fund and to such other clients.
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(B)
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Subadviser will not arrange purchases or sales of securities or other investments between the Fund and other accounts advised by Subadviser or its affiliates unless (a) such purchases or sales are in accordance
with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund’s policies and procedures as provided in writing to Subadviser along with any amendments, and (b) Subadviser determines the purchase or sale is in the best interests
of the Fund.
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(iv)
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Records and Reports
. Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act,
(b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the
Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance written notice.
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(v)
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Transaction Reports
. Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is
responsible and shall provide Investment Manager with such other information regarding the Fund upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the custodian of
the Fund.
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(b)
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Compliance Program and Ongoing Certification(s)
. As reasonably requested, Subadviser shall timely provide to Investment Manager
(i) information and commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that the information and commentary provided by the Subadviser for inclusion in the
Fund’s annual or semi-annual report does not contain any untrue statement of a material fact or omit to state a
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material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide
(i) additional certifications related to Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial
Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters
related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer,
appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by
Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940
Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable
to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.
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(c)
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Maintenance of Records
. Subadviser shall timely furnish to Investment Manager all information relating to Subadviser’s services hereunder which Subadviser is required by law or regulation to keep and which
are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the
Fund any of such records upon the Fund’s request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be
maintained by it pursuant to paragraph 1(a) hereof.
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(d)
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Insurance
. Subadviser maintains errors and omissions insurance coverage that it deems appropriate in scope and amount, including with respect to its activities relating to the Fund, and shall upon reasonable
request provide to Investment Manager any information it may reasonably require concerning the amount of or scope of such insurance.
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(e)
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Confidentiality
. This section 1(e) of the Agreement hereby supersedes and replaces in its entirety the terms of the Mutual Confidentiality Agreement, dated March 21, 2014, entered into by Investment Manager
and Subadviser.
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Each of the parties hereto agrees that it shall exercise the same standard of care that it uses
to protect its own confidential and proprietary information (“Confidential Information”), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information, includes, but
is not limited, to “Fund Portfolio Information,” which refers to confidential and proprietary information with regard to (i) the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser that Subadviser
manages under the terms of this Agreement, and (ii) any copies of any agreements between the Investment Manager and its various counterparties and all the terms and provisions contained therein, which the Investment Manager (which term shall
include the Investment Manager’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants) may furnish, disclose or reveal to Subadviser (which term shall include Subadviser’s directors,
officers, employees, agents, advisors, proposed financing sources, attorneys and accountants). Each party hereby agrees to restrict access to the other party’s Confidential Information to its employees who will use it only for the purpose of
providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received
from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of
Subadviser’s Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a regulatory examination or that is required to be disclosed pursuant to a requirement of a governmental or
regulatory agency or law, so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such
requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (5) to affiliates that have a reason to know such
information; (6) to the custodian of the Fund; (7) to brokers and dealers that are counterparties for trades for the Fund; (8) to futures commission merchants executing or clearing transactions in connection with the Fund, if
applicable; and (9) to third party service providers to Subadviser subject to confidentiality agreements or duties. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of
Subadviser, Subadviser may disclose such investments without direct reference to the Fund. In addition, Subadviser may disclose to third parties its relationship with Investment Manager and the Fund, and include the performance data of the portion
of the assets of the Fund which is allocated to the Subadviser within Subadviser’s performance composites to the extent permitted by applicable law and regulation.
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(f)
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Cooperation
. As reasonably requested by Investment Manager or the Board and in accordance with the scope of Subadviser’s obligations and
responsibilities contained in this Agreement, Subadviser will cooperate with, and provide reasonable assistance to, Investment Manager or the Fund as needed in order for
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Investment Manager and the Fund to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations
promulgated by the SEC thereunder and the evaluation of any actions under U.S. or foreign securities laws pursuant to which the Fund may be able to assert a potential claim.
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2.
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Investment Manager’s Duties
. Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review
Subadviser’s performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of
Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will inform Subadviser of any restrictions regarding markets in which transactions for the Fund may be effected. Investment Manager will periodically
provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not
invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals,
employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on,
or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking
any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, (vi) any services not expressly stated in this Agreement, including, without
limitation, pricing, fund accounting services, or the offer or sale, redemption or exchange of shares in the Fund or (vii) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage
limitations applicable to the Fund’s assets that would require knowledge of the Fund’s holdings other than the assets subject to this Agreement.
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3.
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Documents Provided to Subadviser
. Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly
deliver to it all future amendments and supplements, if any.
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4.
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Compensation of Subadviser
. For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to
Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Fund’s average
daily net assets or the average daily net assets of the portion of the Fund’s assets that is managed by Subadviser, as applicable, set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual written
agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or
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terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be,
shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs.
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5.
|
Expenses
. During the term of this agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than: (a) brokerage commissions for transactions in
the portfolio investments of the Fund and similar fees and charges for the acquisition, disposition, lending or borrowing of such portfolio investments; (b) Fund custodian fees and expenses; (c) all taxes, including issuance and transfer
taxes, and reserves for taxes payable by the Fund to federal, state or other government agencies; and (d) interest payable on Fund borrowings.
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Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of
Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, and review of marketing materials relating to Subadviser or other information provided by Subadviser to
Investment Manager and/or the Fund’s distributor. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the
supplement, if the Subadviser makes any material changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment
style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment
Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement
will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of
supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.
In the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement, if a vote of shareholders to
approve continuation of this Agreement is at that time deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the
appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.
In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the
SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees
7 | Page
to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order
containing all information that would be included in a proxy statement.
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6.
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Representations of Subadviser
. Subadviser represents and warrants as follows:
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(a)
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Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not an affiliated person of the
Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited by the 1940 Act or the Advisers Act from performing the services
contemplated by this Agreement; (iv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (v) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act
from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (vi) has met and will seek to
continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the
services contemplated by this Agreement; (vii) has the authority to enter into and perform the services contemplated by this Agreement; and (viii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an
affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment
company pursuant to Section 9(a) of the 1940 Act, (3) in the event the Securities and Exchange Commission (the “SEC”) or other governmental authority has: censured Subadviser; placed limitations upon the activities, functions or
operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (4) upon having a reasonable basis for believing that, with respect to the portion of Fund assets managed by Subadviser (as the
case may be), the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (5) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in
the Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect.
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(b)
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Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager
with a copy of the code of ethics and related reporting procedures. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager
that there has been no material violation of Subadviser’s code of ethics or, if such a
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material violation has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised
code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager.
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(c)
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Subadviser has provided Investment Manager with a copy of a document intended to address the disclosures specified in Form ADV Part 2A, and promptly will furnish a copy of any amendments to such document to Investment
Manager (at least annually). Investment Manager acknowledges that, under Rule 204-3 under the Advisers Act, as amended, to the extent Subadviser’s only clients are registered investment companies, Subadviser is not required to file a Form ADV,
Part 2A, with the SEC.
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(d)
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Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer of
Subadviser, or if there is otherwise an actual change in control or management of Subadviser.
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7.
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Representations of Investment Manager
. Investment Manager represents and warrants as follows:
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(a)
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Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940
Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted and implemented written policies and procedures,
as required by Rule 206(4)-7 under the Advisers Act, that are reasonably designed to prevent violations of the Advisers Act and federal securities laws from occurring, detect violations that have occurred, correct promptly any violations that have
occurred, and will provide prompt notice of any material violations relating to the Fund to the Subadviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state
requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services
contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an
investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.
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9 | Page
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(b)
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Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional
materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to
the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.
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(c)
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The Fund is and will continue to be the owner of all assets for which Investment Manager delegates investment discretion to Subadviser from time to time, and there are and will continue to be no restrictions on the
pledge, hypothecation, transfer, sale or public distribution of such assets.
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(d)
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Investment Manager is establishing and will be maintaining the Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio
holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account
holdings information for any of the foregoing purposes.
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(e)
|
The Board has approved the appointment of Subadviser pursuant to this Agreement.
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8.
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Liability and Indemnification
.
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(a)
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Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers,
partners, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons
thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund and Investment
Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the
liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to
which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad
faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact
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regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a
material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to
Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy
materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser with respect to its services provided
under the Agreement. It is further understood and agreed that the Subadviser shall not be liable to the Fund and Investment Manager Indemnitees for (i) any acts of the Investment Manager or any other subadviser to the Fund with respect to the
portion of the assets of the Fund not managed by the Subadviser and (ii) acts of the Subadviser that result from any instruction or Fund-related data provided by Investment Manager or failure to timely provide same, including, but not limited
to, a failure of the Investment Manager to provide accurate and current Fund-related records necessary to Subadviser in the performance of its duties under this Agreement, which records are not also maintained by Subadviser. Subadviser shall be
liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results in an error in the net asset value of the
Fund. For the avoidance of doubt, Subadviser shall not be considered to have directly caused any loss to the extent the Subadviser’s action or omission was the result of the Subadviser’s reasonable reliance on a third party service
provider to the Fund, including the Investment Manager. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any
rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the
Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliates cause such loss or damage,
including, but not limited to, as a result of instructing such parties to take particular action. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will
achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.
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(b)
|
Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any
losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons
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11 | Page
thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as
a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment
Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser
Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence
of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other
materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission
concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment
Manager or the Fund with respect to this Agreement.
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(c)
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After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to
indemnification as stated in (a) or (b) above (“Indemnified Party”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this
section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature
of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results
in damages to the Indemnifying Party caused solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the
Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including
any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party
shall not be
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liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final
judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.
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9.
|
Duration and Termination
.
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(a)
|
Unless sooner terminated as provided herein, this Agreement shall continue for two years from the date written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of
12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such
party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.
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(b)
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Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of
the Fund on 60 days’ written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days’ written notice to Subadviser; (ii) upon material breach by
Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager,
Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement
at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach
has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.
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(c)
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In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to
the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.
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10.
|
Subadviser’s Services Are Not Exclusive
. Nothing in this Agreement shall limit or restrict the right of Subadviser or any of its partners,
officers, or employees to engage in any other business or to devote his or her time and attention in part to the management or
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other aspects of any business, whether of a similar or a dissimilar nature, or limit or restrict Subadviser’s right to engage in any other business or to render services of any kind to any
other mutual fund, corporation, firm, individual, or association or other entity. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those
which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for
purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients.
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11.
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Name References
. Subadviser hereby grants to Investment Manager during the term of this Agreement, the right to use Subadviser’s name as required for public filings and marketing materials in accordance with
the terms described herein. Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales
personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as may be mutually agreed
upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery. Subadviser may disclose to third parties its relationship with Investment
Manager and the Fund, and include the performance data of the portion of the assets of the Fund which is allocated to the Subadviser within Subadviser’s performance composites to the extent permitted by applicable law and regulation. Investment
Manager hereby grants to Subadviser the foregoing permission during the term of this Agreement. Subadviser agrees to furnish to Investment Manager at its principal office any and all materials intended to be disclosed to third parties pursuant
to the foregoing permission prior to the use thereof, and not to use such material if Investment Manager reasonably objects in writing five (5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such
materials may be furnished to Investment Manager hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery.
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12.
|
Notices
. Any notice, statement, consent or approval required or permitted to be given in connection with this Agreement (“Notice”) shall be in writing and shall be sufficiently given if delivered
(whether in person, by post, by courier service or other personal method of delivery), or if transmitted by facsimile or other electronic means of communication:
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In the case of Subadviser:
Paul
A. Lythberg
CCO/COO
Segall Bryant & Hamill
10 S. Wacker Drive
Suite 3500
Chicago, IL 60606
Tel:
312-474-4122
Fax: 312-474-0521
14 | Page
with a copy to:
Joseph M. Mannon
Vedder Price
222 North LaSalle Street
Chicago, IL 60601
Tel:
312-609-7883
Fax: 312-609-5005
In the case of Investment Manager:
Paul Mikelson
Vice President,
Subadvised Strategies
435 Ameriprise Financial Center
Routing H13/435
Minneapolis,
MN 55474
Tel: (612) 671-4452
Fax: (612) 671-0618
with
a copy to:
Christopher O. Petersen
Vice President and Chief Counsel
Ameriprise Financial
50606
Ameriprise Financial Center
Minneapolis, MN 55474
Tel: (612) 671-4321
Fax:
(612) 671-2680
Any Notice delivered or transmitted to a party as provided above shall be deemed to have been given and received on the day it is
delivered or transmitted, provided that it is delivered or transmitted on any day that is not a Saturday, Sunday, or statutory holiday in the jurisdiction where the Notice is received (“Business Day”) prior to 5:00 p.m. local time in the
place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day.
Any party may, from time to time, change its address by giving Notice to the other party in accordance with the provisions of this section.
15 | Page
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13.
|
Amendments
. This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.
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14.
|
Assignment
. No assignment (as defined in the Investment Company Act of 1940, as amended) of this Agreement shall be made by Investment Manager or Subadviser without the prior written consent of the Fund, and, if
required by law, the Fund’s shareholders, and Investment Manager or Subadviser (as applicable). Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Investment
Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.
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15.
|
Governing Law
. This Agreement, and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be governed by the laws of the
commonwealth of Massachusetts, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act. To the extent that the laws of the commonwealth of Massachusetts, or any of the provision of this
Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control.
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16.
|
Entire Agreement
. This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.
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17.
|
Severability
. Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of
termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.
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18.
|
Interpretation
. Any questions of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to
such term or provision in the 1940 Act and to interpretation thereof, if any, by the federal courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940
Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the
effect of such rule, regulation, or order.
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19.
|
Headings
. The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.
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20.
|
Authorization
. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by
all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.
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21.
|
Reliance
. Subadviser may rely and act on any written instruction or communication that purports to have been given (and that Subadviser reasonably believes has been given) by Investment Manager. Subadviser will
not be liable for any loss arising from its acting on such an instruction. Investment Manager shall be responsible for providing Subadviser with a list of those individuals authorized to issue instructions to Subadviser.
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17 | Page
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated
below as of the day and year first above written.
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Columbia Management Investment Advisers, LLC
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Segal Bryant & Hamill LLC
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By:
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/s/ Colin Moore
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By:
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/s/ Philip Hildebrandt
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Signature
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Signature
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Name:
|
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Colin Moore
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Name:
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Philip Hildebrandt
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Printed
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Printed
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Title:
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Global Chief Investment Officer
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Title:
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Chief Executive Officer
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18 | Page
SUBADVISORY AGREEMENT
[REDACTED DATA]
19 | Page
SUBADVISORY AGREEMENT
Agreement made as of the 18
th
day of June, 2014 by and between Columbia Management
Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Snow Capital Management, L.P., a Pennsylvania limited partnership (“Subadviser”).
WHEREAS, the fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended
(the “1940 Act”).
WHEREAS, Investment Manager entered into an Investment Management Services Agreement (the “Advisory
Agreement”) with the Fund pursuant to which Investment Manager provides investment advisory services to the Fund.
WHEREAS,
Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.
WHEREAS, the effective date of this Agreement is August 20, 2014.
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
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(a)
|
Portfolio Management
. Subject to supervision by Investment Manager and the Fund’s Board of Directors/Trustees (the “Board”), Subadviser shall manage the investment operations and the composition of
that portion of the assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund’s assets), including the purchase, retention, and disposition thereof, in
accordance with the Fund’s investment objectives, policies, and restrictions, and subject to the following understandings:
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(i)
|
Investment Decisions
. Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment
Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for
purposes of complying with the conditions of Rule 12d3-1(a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to
time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by
Investment Manager.
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1 | Page
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(ii)
|
Investment Limits
. In the performance of its duties and obligations under this Agreement, Subadviser shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in
the (a) Fund’s prospectus (“Prospectus”) and the Fund’s Statement of Additional Information (“SAI”); (b) instructions and directions of Investment Manager and of the Board; and (c) requirements of the
1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), as applicable to the Fund, and all other applicable federal and state laws and regulations. Investment Manager agrees to give Subadviser prompt written notice if
Investment Manager believes any recommendations, advice or investments to be in violation of (a), (b) or (c) above.
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(iii)
|
Portfolio Transactions
.
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(A)
|
Trading
. With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants
(including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser’s brokerage policy; conform with federal
securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants
who may effect, or be a party to, any such transaction or other transactions to which Subadviser’s other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by
law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission, spread or markup in excess of that which another broker-dealer might have charged for executing a transaction
provided that Subadviser determines, in good faith, that the execution is appropriate or the commission, spread or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that
particular transaction or Subadviser’s overall responsibilities with respect to the Fund and other clients for which it acts as subadviser. Notwithstanding anything herein to the contrary, to the extent Subadviser is directed by Investment
Manager to use a particular broker or brokers to borrow securities to cover securities sold short, Subadviser shall have no responsibility for setting the rate charged to borrow a security or otherwise ensuring that the rate charged by such broker
to borrow a security is favorable.
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2 | Page
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(B)
|
Aggregation of Trades
. Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other investments to be sold or purchased for
the Fund as well as other clients of Subadviser in order to seek best execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser
in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.
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(C)
|
Subadviser will not arrange purchases or sales of securities or other investments between the Fund and other accounts advised by Subadviser or its affiliates unless (a) such purchases or sales are in accordance
with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund’s policies and procedures as provided in writing to Subadviser along with any amendments, and (b) Subadviser determines the purchase or sale is in the best interests
of the Fund.
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(iv)
|
Records and Reports
. Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act,
(b) shall render to the Board such periodic and special reports as the Board (or a Committee thereof) or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the
Board for the purpose of reviewing Subadviser’s performance under this Agreement at reasonable times and upon reasonable advance notice.
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(v)
|
Transaction Reports.
Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is
responsible and shall provide Investment Manager with such other information regarding the Fund upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the custodian of
the Fund.
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(b)
|
Compliance Program and Ongoing Certification(s).
As requested, Subadviser shall timely provide to Investment Manager (i) information and
commentary for the Fund’s annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to
Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR
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3 | Page
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and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably
requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested
by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the “Advisers Act”),
or his or her designee with respect to the design and operation of Subadviser’s compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall
provide such certifications to assist Investment Manager in fulfilling Investment Manager’s obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to
time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.
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(c)
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Maintenance of Records
. Subadviser shall timely furnish to Investment Manager all information relating to Subadviser’s services hereunder which Subadviser is required by law or regulation to keep and which
are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the
Fund any of such records upon the Fund’s request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be
maintained by it pursuant to paragraph 1(a) hereof.
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(d)
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Insurance and Code of Ethics
. Subadviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, Subadviser is maintaining (i) adequate errors and omissions
insurance and (ii) an appropriate Code of Ethics and related reporting procedures.
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(e)
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Confidentiality
. Each of the parties hereto agrees that it shall exercise the same standard of care that it uses to protect its own
confidential and proprietary information (“Confidential Information”), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information, includes, but is not limited, to
“Fund Portfolio Information,” which refers to confidential and proprietary information with regard to (i) the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser that Subadviser manages under the
terms of this Agreement, and (ii) any copies of any agreements between the Investment Manager and its various counterparties and all the terms and provisions contained therein, which the Investment Manager (which term shall include the
Investment Manager’s
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directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants) may furnish, disclose or reveal to Subadviser (which term shall include Subadviser’s
directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants). Each party hereby agrees to restrict access to the other party’s Confidential Information to its employees who will use it only for the
purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully
received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of
Subadviser’s Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a regulatory examination or that is required to be disclosed pursuant to a requirement of a governmental or
regulatory agency or law, so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such
requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (5) to affiliates that have a reason to know such
information; (6) to the custodian of the Fund; (7) to brokers and dealers that are counterparties for trades for the Fund; (8) to futures commission merchants executing or clearing transactions in connection with the Fund, if
applicable; and (9) to third party service providers to Subadviser subject to confidentiality agreements or duties. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of
Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used
with third parties.
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(f)
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Cooperation
. As reasonably requested by Investment Manager or the Board and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser will
cooperate with, and provide reasonable assistance to, Investment Manager or the Fund as needed in order for Investment Manager and the Fund to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the
Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder and the evaluation of any actions under U.S. or foreign securities laws pursuant to which the Fund may be able to assert a potential claim.
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2.
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Investment Manager’s Duties
. Investment Manager shall continue to have responsibility for all other services to be provided to the Fund
pursuant to the Advisory Agreement and shall oversee and review Subadviser’s performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund
which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other
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subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically
identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of
those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or
establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser,
(iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts
investing in the Fund, or (vi) overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund’s assets that would require knowledge of the Fund’s
holdings other than the assets subject to this Agreement.
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3.
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Documents Provided to Subadviser
. Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly
deliver to it all future amendments and supplements, if any.
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4.
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Compensation of Subadviser
. For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall
be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Fund’s average daily net assets or the average daily net assets of the portion of the
Fund’s assets that is managed by Subadviser, as applicable, set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate
approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of
termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all
expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.
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5.
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Expenses
. Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of
Subadviser’s services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment
Manager and/or the Fund’s distributor, and
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marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including
mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to
investment style or management, or otherwise (“Changes”), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the
Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined
supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number
of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.
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In the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement, if a vote of shareholders to
approve continuation of this Agreement is at that time deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the
appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.
In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the
SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the
preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.
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6.
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Representations of Subadviser
. Subadviser represents and warrants as follows:
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(a)
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Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement
remains in effect; (ii) is not an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act (other than by virtue of serving as a Subadviser to the Fund); (iii) is not prohibited
by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iv) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (v) has adopted written policies and procedures that
are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the
Fund to Investment
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Manager; (vi) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of
any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vii) has the authority to enter into and perform the services contemplated by this Agreement; and
(viii) will promptly notify Investment Manager (1) in the event that Subadviser becomes an affiliated person of the Investment Manager or of the Fund within the meaning of Section 2(a)(3) of the 1940 Act; (2) of the occurrence of
any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the “SEC”) or other
governmental authority has: censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a
reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that
is not contained in the Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser contained therein that becomes untrue in any material respect.
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(b)
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Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the
last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that there has been no material violation of Subadviser’s code of ethics or, if such a violation
has occurred, that appropriate action was taken in response to such violation. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but
in no event later than 60 days) provided to Investment Manager.
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(c)
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Subadviser has provided Investment Manager with a copy of a document intended to address the disclosures specified in Form ADV Part 2A, and promptly will furnish a copy of any amendments to such document to Investment
Manager (at least annually). Investment Manager acknowledges that, under Rule 204-3 under the Advisers Act, as amended, to the extent Subadviser’s only clients are registered investment companies, Subadviser is not required to file a Form ADV,
Part 2A, with the SEC.
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(d)
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Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer of
Subadviser, or if there is otherwise an actual change in control or management of Subadviser.
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7.
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Representations of Investment Manager
. Investment Manager represents and warrants as follows:
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(a)
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Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940
Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are
reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to
the Subadviser; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory
agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of
the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental
authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for
believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code.
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(b)
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Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional
materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser’s prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to
the Fund, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.
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(c)
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The Fund is and will continue to be the owner of all assets for which Investment Manager delegates investment discretion to Subadviser from time to time, and there are and will continue to be no restrictions on the
pledge, hypothecation, transfer, sale or public distribution of such assets.
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(d)
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Investment Manager is establishing and will be maintaining the Fund’s account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio
holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account
holdings information for any of the foregoing purposes.
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(e)
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The Board has approved the appointment of Subadviser pursuant to this Agreement.
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9 | Page
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8.
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Liability and Indemnification
.
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(a)
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Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers,
partners, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons
thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund and Investment
Manager Indemnitees”) as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the
liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to
which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad
faith, reckless disregard, or gross negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy
materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make
the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that
Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section
11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate
and reliable. Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly
or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation
of any rights which Investment Manager may have under any
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securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of
the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker,
financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate
of return or that its performance will match any benchmark index or other standard or objective.
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(b)
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Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal
and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively,
“Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or
limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to
which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless
disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements,
sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such
statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or
regulations by Investment Manager or the Fund.
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(c)
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After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to
indemnification as stated in (a) or (b) above (“Indemnified Party”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this
section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature
of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the
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Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in damages to the Indemnifying Party caused solely
as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the
fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified
Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying
Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any
proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party
from and against any loss or liability by reason of such settlement or judgment.
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9.
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Duration and Termination
.
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(a)
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Unless sooner terminated as provided herein, this Agreement shall continue for two years from the date written above. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of
12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such
party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.
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(b)
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Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of
the Fund on 60 days’ written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days’ written notice to Subadviser; (ii) upon material breach by
Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager,
Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement
at any time, without payment of any penalty, (1) upon 60 days’ written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach
has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.
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(c)
|
In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to
the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.
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10.
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Subadviser’s Services Are Not Exclusive
. Nothing in this Agreement shall limit or restrict the right of Subadviser or any of its partners, officers, or employees 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 business, whether of a similar or a dissimilar nature, or limit or restrict Subadviser’s right to engage in any other business or to render services of any kind to
any other mutual fund, corporation, firm, individual, or association or other entity. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of
those which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund. Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend
for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients.
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11.
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References to Subadviser
. Subadviser hereby grants to Investment Manager during the term of this Agreement, the right to use Subadviser’s name as required for public filings and marketing materials in
accordance with the terms described herein. Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI’s, proxy statements, reports to shareholders, sales literature, or other material prepared for
distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five (5) business days (or such other time as
may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery.
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12.
|
Notices
. Any notice, statement, consent or approval required or permitted to be given in connection with this Agreement (“Notice”) shall be in writing and shall be sufficiently given if delivered
(whether in person, by post, by courier service or other personal method of delivery), or if transmitted by facsimile or other electronic means of communication:
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In the case of Subadviser:
Carl
Vuono
Chief Operating Officer
Cvuono@snowcm.com
2000
Georgetowne Drive
Suite 200
Sewickley, PA 15143
13 | Page
In the case of Investment Manager:
Paul Mikelson
Vice President,
Subadvised Strategies
435 Ameriprise Financial Center
Routing H13/435
Minneapolis,
MN 55474
Tel: (612) 671-4452
Fax: (612) 671-0618
with
a copy to:
Christopher O. Petersen
Vice President and Chief Counsel
Ameriprise Financial
50606
Ameriprise Financial Center
Minneapolis, MN 55474
Tel: (612) 671-4321
Fax:
(612) 671-2680
Any Notice delivered or transmitted to a party as provided above shall be deemed to have been given and received on the day it is
delivered or transmitted, provided that it is delivered or transmitted on any day that is not a Saturday, Sunday, or statutory holiday in the jurisdiction where the Notice is received (“Business Day”) prior to 5:00 p.m. local time in the
place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day.
Any party may, from time to time, change its address by giving Notice to the other party in accordance with the provisions of this section.
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13.
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Amendments
. This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund’s shareholders to the extent required by the 1940 Act.
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14.
|
Assignment
. No assignment (as defined in the Investment Company Act of 1940, as amended) of this Agreement shall be made by Investment Manager or Subadviser without the prior written consent of the Fund, and, if
required by law, the Fund’s shareholders, and Investment Manager or Subadviser (as applicable). Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Investment
Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.
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14 | Page
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15.
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Governing Law
. This Agreement, and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be governed by the laws of the
commonwealth of Massachusetts, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act. To the extent that the laws of the commonwealth of Massachusetts, or any of the provision of this
Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control.
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16.
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Entire Agreement
. This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.
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17.
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Severability
. Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of
termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.
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18.
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Interpretation
. Any questions of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to
such term or provision in the 1940 Act and to interpretation thereof, if any, by the federal courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940
Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the
effect of such rule, regulation, or order.
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19.
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Headings
. The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.
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20.
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Authorization
. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by
all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.
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15 | Page
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated
below as of the day and year first above written.
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Columbia Management Investment Advisers, LLC
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Snow Capital Management, L.P.
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By:
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/s/ Colin Moore
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By:
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/s/ Carl Vuono
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Signature
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Signature
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Name:
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Colin Moore
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Name:
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Carl Vuono
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Printed
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Printed
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Title:
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Global Chief Investment Officer
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Title:
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Chief Operating Officer
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16 | Page
SUBADVISORY AGREEMENT
[REDACTED DATA]
17 | Page
CODE OF ETHICS
SEGALL BRYANT & HAMILL
10 SOUTH WACKER DRIVE
SUITE 3500
CHICAGO,
ILLINOIS 60606
SBH Code of Ethics – July 2013
TABLE OF CONTENTS
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PAGE
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EXECUTIVE SUMMARY
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1
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SECTION I.
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PURPOSE AND DESIGN
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3
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SECTION II.
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DEALING WITH CLIENTS
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5
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SECTION III.
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TRANSACTIONS & REPORTING
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6
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SECTON IV.
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INSIDER TRADING
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14
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SECTION V.
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OTHER POLICIES
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18
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SECTION VI.
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SUPERVISORY PROCEDURES
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21
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SECTION VII.
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ENFORCEMENT AND SANCTIONS
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23
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SECTION VIII.
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MISCELLANEOUS PROVISIONS
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26
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SECTION IX.
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INVESTMENT COMPANIES
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28
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SECTION X.
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DEFINITIONS
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31
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EXHIBIT A
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38
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SBH Preclearance Form
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EXHIBIT B
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39
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Initial Holdings Report
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EXHIBIT C
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40
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Quarterly Transaction Report
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EXHIBIT D
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41
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Initial and Annual Acknowledgements
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EXHIBIT E
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46
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Outside Broker/Dealer Form
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EXHIBIT F
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47
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Intentionally left blank
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EXHIBIT G
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48
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Outside Business Activity Approval
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EXHIBIT H
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50
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Electronic Communications Agreement
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SBH Code of Ethics – July 2013
As most recently approved on: July 25,2013
CODE OF ETHICS
FOR
SEGALL BRYANT & HAMILL
EXECUTIVE SUMMARY
FOR
ALL SUPERVISED PERSONS
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Administration
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All
Employees
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Access Persons
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Portfolio Managers
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Must obtain pre-approval of transactions
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X
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X
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Disallowed personal transactions seven days prior to or after a Fund or Managed Account transaction in that same security except as
allowed by the
De Minimis
Exemption
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X
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Prohibited from buying or selling a security the same day a Fund or Managed Account is buying/selling that same security except as
allowed by the
De Minimis
Exemption
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X
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X
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Must receive prior approval of Chief Executive Officer or his/her designee to trade private placements
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X
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X
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Prohibited from purchasing initial public offerings
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X
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X
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X
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Must submit quarterly report of transactions
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X
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X
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X
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Notify Compliance before opening brokerage accounts
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X
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X
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X
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Have duplicate confirmations and statements sent to Compliance
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X
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X
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X
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Must report outside business activities
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X
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X
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X
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SBH Code of Ethics – July 2013
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1
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Administration
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All
Employees
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Access Persons
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Portfolio Managers
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Must report related persons in securities business
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X
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X
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X
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Prohibition on insider trading
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X
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X
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X
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Prohibited from accepting gifts deemed excessive
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X
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X
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X
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Prohibited from serving as director of public company without approval of Chief Executive Officer
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X
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X
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Prohibited from using the same broker for their personal account as they use for accounts they manage.
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X
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Must provide a report of initial holdings and list of all brokerage accounts.
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X
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X
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X
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Must provide a report of Annual Holdings and list of all brokerage accounts.
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X
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X
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X
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Disclose conflicts of interest to Compliance Department.
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X
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X
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X
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Ensure that gifts given or received, entertainment, political contributions and charitable contributions are in compliance with
applicable rules, requirements and business practices.
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X
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X
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X
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SBH Code of Ethics – July 2013
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2
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I.
PURPOSE AND DESIGN
This Code of Ethics (“Code”) is adopted by Segall Bryant & Hamill (the “Company”) in an effort to prevent violations of the
Investment Advisers & Investment Company Acts of 1940, and the Rules and Regulations thereunder.
The philosophy of the Code
includes:
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1.
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The duty at all times to place the interests of clients first;
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2.
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The requirement that all personal securities transactions be conducted in such a manner as to be consistent with the Code and to avoid any actual or potential conflict of interest or any abuse of an employee’s
position of trust and responsibility;
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3.
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The principle that Company personnel should not take inappropriate advantage of their positions;
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4.
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The principle that information concerning the identity of security holdings and financial circumstances of clients is confidential;
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5.
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The principle that independence in the investment decision-making process is paramount;
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6.
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Protect the Company’s clients by deterring misconduct;
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7.
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Educate employees regarding the Company’s expectations and the laws governing their conduct;
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8.
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Remind employees that they are in a position of trust and must act with propriety at all times;
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9.
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Protect the reputation of the Company;
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10.
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Guard against violation of the securities laws; and
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11.
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Establish procedures for employees to follow so that the Company may determine whether its employees are complying with the Company’s ethical principles.
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SBH Code of Ethics – July 2013
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3
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Each employee and Access Person must read and retain a copy of this Code and will be asked to sign an initial
acknowledgment form within two weeks of their start date and an annual acknowledgement on at least an annual basis, acknowledging compliance with the Code. See Exhibits D1 and D2, for the Initial and Acknowledgement Forms.
Questions regarding the Code are to be directed to a Managing Director who sits on the Management Committee or the Company’s Chief Compliance Officer of
the Company or his or her designee.
This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its
specific provisions may not shield personnel from liability for personal trading or other conduct that violates a fiduciary duty to clients or Fund shareholders.
It is an obligation of each Employee to report any violations of this Policy to the Adviser’s Chief Compliance Officer or the Adviser’s General
Counsel (who will ultimately also report the violation to the Chief Compliance Officer). All reports will be treated confidentially and investigated promptly and appropriately. The Adviser will not tolerate interference or retaliation of any kind
against any Employee who in good faith reports a violation of the Policy by another Employee and any retaliation constitutes a further violation of the Policy.
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SBH Code of Ethics – July 2013
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4
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II.
DEALING WITH CLIENTS
Dealing With Clients
. Supervised Persons, in connection with the purchase or a sale, directly or indirectly, of a security held or to be acquired by a
client are prohibited from:
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1.
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Personally selling or purchasing securities directly or indirectly to or from a client account;
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2.
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Defrauding such client in any manner;
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3.
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Misleading such client, including by making a statement that omits material facts;
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4.
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Engaging in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon such client;
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5.
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Engaging in any manipulative practice with respect to such client;
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6.
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Engaging in any manipulative practice with respect to securities, including price manipulation;
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7.
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Except as may be disclosed in the Company’s Form ADV, favoring one client over another client (i.e., larger accounts over smaller accounts, accounts compensated by performance fees over accounts not so compensated,
accounts in which employees have made material personal investments, accounts of close friends or relatives of supervised persons).
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Investment Personnel may not recommend, implement or consider any securities transaction for a client(s) for which the Investment Personnel has a material
beneficial ownership, material business or material personal relationship or other material relationship unless the information has been disclosed to the client. Some situations may dictate that the Investment Personnel not participate in any
decision making process regarding that particular security. Any such material conflicts must be disclosed to the Chief Compliance Officer. See Exhibit D, conflicts of Interest Inventory. Additionally, Investment Personnel are to notify the Chief
Compliance Officer immediately if they become the subject of a legal or regulatory proceeding.
All oral and written statements, including those made to
clients, prospective clients, their representatives, or the media, must be professional, accurate, balanced, and not misleading in any material respect.
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SBH Code of Ethics – July 2013
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5
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III.
TRANSACTIONS & REPORTING
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A.
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Preclearance
. Unless an exception applies, all Access Persons must have all Securities transactions, to include transactions in a Fund, of which such Access Person has trading authority, has or will acquire
Beneficial Ownership (hereinafter referred to as “Personal Securities Transactions”) preapproved with the designated person(s) See Exhibit A, Preclearance Form.
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Following pre-clearance, action must be taken within one (1) business day or another Preclearance will be required.
Specific Preclearance Policies
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1.
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All transactions in bonds, common stocks, convertible securities, stock options and stock index options are to be executed through SBH’S Trading Department. (Specific brokers may be designated if you so choose.)
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2.
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All Access Persons must have all account(s) of which the Access Person has Beneficial Ownership, on the client accounting system. This account should consist of all securities in which the Access Person has a
controlling interest, regardless of the name under which the securities are held. Securities held under the name of a spouse, minor children, or other dependents residing in the same household should always be recorded on the client accounting
system. Rare exceptions to this rule may occur in such securities. These exceptions must be approved in advance by the Chief Compliance Officer and/or a Managing Director that sits on the Management Committee.
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3.
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If a trade is not done through the SBH trading desk, a Preclearance form must be used before the trade is executed. Because Access Persons are required to have all accounts on the client accounting system, filing out a
Preclearance form for trades of Securities done through the SBH trading desk is not required.
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SBH Code of Ethics – July 2013
|
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6
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The following transactions do not require Preclearance; they are exceptions to
Preclearance
:
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1.
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Purchases or sales over which an access person has no direct or indirect ability to influence or control;
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2.
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Purchases or sales pursuant to an automatic investment plan, which includes a dividend reinvestment plan, if amounts are determined well in advance as to what their investments will be;
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3.
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Purchases effected upon exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuers, and sales of such rights so acquired;
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4.
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Acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations or distributions generally
applicable to all holders of the same class of securities;
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5.
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Open-end investment company shares other than shares of Funds.
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6.
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Certain closed-end index funds;
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7.
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Unit investment trusts;
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8.
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Futures and options on currencies or a broad-based securities index;
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9.
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Transactions in certain types of debt securities (e.g., municipal bonds) where the Company is an equity-only adviser or other similar circumstances where conflicts of interest would not arise;
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10.
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Other non-volitional events, such as assignment of options or exercise of an option at expiration;
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11.
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Government securities.
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12.
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Non-securities commodities.
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SBH Code of Ethics – July 2013
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7
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Factors to Consider in Preclearance:
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(a)
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Whether any client has a pending “buy” or “sell” order in that security or has completed a purchase or sale of that security that day;
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(b)
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Whether the amount or nature of the Personal Securities Transaction or person making it is likely to affect the price of or market for the Security;
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(c)
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Whether the Personal Securities Transaction would create the appearance of impropriety, whether or not an actual conflict exits;
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(d)
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Whether the Security proposed to be purchased or sold is one that would qualify for purchase or sale by any client;
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(e)
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Whether the Personal Securities Transaction is non-voluntary on the part of the individual, such as the receipt of a stock dividend; and
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(f)
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Whether the Security is currently being considered for purchase or sale by a client or has been so considered in the past seven-(7) days.
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B.
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Limitations on Initial and Subsequent Transactions.
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1.
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A Portfolio Manager, or any member of his/her immediate family, shall not purchase/sell securities of an issuer (includes different security of same issuer) for an account of which he or she is a Beneficial Owner within
seven (7) calendar days prior to or after a Managed Account or Fund he or she manages purchases/sells that issuer’s same security. There is a D
e Minimis
Exception for transactions involving a small number of shares of companies with
very large market capitalization and high average daily trading volume. However, each trade should be analyzed to help ensure a client trade is not disallowed because of this rule to ensure client’s interests are considered.
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2.
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Access Persons or any member of their immediate family, shall not purchase or sell a security on the same day there is a pending transaction in a
client account (“client account” or “advisory client” includes a Fund advised or subadvised by the Company). After a client account has made an initial purchase of Securities of an issuer, an Access Person of the Companies, or
any member of his/her immediate family, shall not purchase or sell Securities of such issuer if the client
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SBH Code of Ethics – July 2013
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8
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account is contemplating an additional purchase or a partial sale of such issuer’s Securities, unless the trade meets the D
e Minimis
Exception. However, in this case the Portfolio
Manager’s trades, to include immediate family trades must not be executed before their own client trades. If a Portfolio Manager violates this policy they may be disallowed from doing
de minimis
trades in accounts in which they have
Beneficial Ownership for 5 days.
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3.
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Short Term Trading
. While the Company does not have a specific policy banning short-term trading, except as stated below, or the disgorgement of any short-term profits, short-term trading should not be done on an
excessive basis.
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Short-term trading is not allowed by Access Persons in any Fund or Reportable Funds. Short term trading is
defined for this specific instance as a 60 day period.
An exception to this must be requested in writing to the Compliance Department
indicating a reason why a short-term trade is necessary.
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C.
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Prohibited Transactions
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1.
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Initial Public Offerings (IPOs)
. Employees, Access Persons, and their immediate family members, are prohibited from purchasing IPOs.
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2.
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Limited or Private Offerings
. Access Persons are prohibited from purchasing private placements without express prior approval of the Chief Executive Officer or his/her designee. In considering the approval, it
should be considered whether the investment opportunity should be reserved for a client. If a client (which such term includes a Fund) subsequently considers investing in a private placement owned by his or her Portfolio Manager, the Portfolio
Manager must disclose their investment to the client. The decision to purchase such securities for the client must be independently reviewed by Investment Personnel with no personal interest in that issuer.
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3.
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Insider Trading (see Section IV.), Front Running, Market Timing, and Short Term Trading
. Employees and Access Persons are prohibited from engaging in Insider Trading, front running, market timing in Funds and
Reportable Funds, and short term trading in Funds and Reportable Funds as stated in Section 1.B.3 above.
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4.
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Outside Brokerage Accounts
. It is prohibited for Portfolio Managers to transact for their personal account using a broker they use for Fund or Managed Account transactions. This includes any account in which they
have Beneficial Ownership.
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SBH Code of Ethics – July 2013
|
|
9
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Sections A and B above, do not apply to individuals granted an exemption
thereto by the Management Committee of the Company, where such individuals may otherwise be deemed an Access Person. Such exemption will be in writing and maintained in the corporate record books of the Company.
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A.
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Holdings Report.
Within 10 days of becoming an Access Person or an employee, such Access Person or employee is to provide a report of all their current holdings of Securities, to include Reportable Funds, to the
Chief Compliance Officer or her delegate. Employees and Access Persons are also required annually to disclose personal Securities holdings and Reportable Funds, which may be done through the use of a brokerage statement. If there are holdings other
than those reflected on a traditional broker/dealer account (i.e. private placements, securities held in bank safe deposit boxes), those must also be disclosed. The holdings report must include:
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1.
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The title and exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount (if applicable) of each reportable security in which the employee has any direct or indirect Beneficial
Ownership;
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2.
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The name of any broker, dealer or bank with which the employee maintains an account in which any securities are held for the access person’s direct or indirect benefit and account numbers;
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3.
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The date the report is submitted; and
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4.
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The information supplied must be current of a date no more than 45 days before the annual report is submitted. For new employees or Access Persons, the information must be current as of a date no more than 45 days
before the person became an employee or Access Person.
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SBH Code of Ethics – July 2013
|
|
10
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|
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See Exhibit B, Memorandum on initial holdings, outside business activities, names of related
persons in the securities industry.
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B.
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Quarterly Report
. All employees and Access Persons are required to submit quarterly reports hereunder to the Chief Compliance Officer or her delegate. Not later than thirty (30) days after the end of each
calendar quarter, each employee and Access Person shall submit a report which includes the following information with respect to transactions during calendar quarter in any Security, including Reportable Funds, in which such employee has, or by
reason of such transaction acquired, any Beneficial Ownership in the Security. This is done via duplicate statements and, where reasonably practical, confirmations with follow-up verification by the employees and Access Persons. The term Security
includes all securities listed under Section X. hereof, including government securities, etc. even if not specifically included for the purposes of preclearance.
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1.
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The date of the transaction, the title and exchange ticker symbol or CUSIP number, and the number of shares, and the principal amount of each Security involved;
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|
2.
|
The nature of the transaction (i.e., purchase, sale, gift or any other type of acquisition or disposition);
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3.
|
The price at which the transaction was effected; and
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4.
|
The name of the broker, dealer, or bank with or through whom the transaction was effected.
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5.
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Interest rate and maturity date, if applicable.
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6.
|
Date report was submitted.
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With respect to any account established by an Access Person in
which any Securities were held during the quarter for the direct or indirect benefit of the Access Person, the report must also include:
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|
1.
|
The name of the broker, dealer or bank with whom the Access Person established the account; and
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2.
|
The date the account was established;
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SBH Code of Ethics – July 2013
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11
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If no transactions have occurred during the period, the report shall so indicate.
See Exhibit C, Quarterly Report Pursuant to the Code of Ethics.
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C.
|
Annual Report
. On an annual basis, employees and Access Persons are required to (a) certify what has been reported to compliance and provide a report of holdings in brokerage accounts if not already
reported, (b) certify that he or she has read and understands the Code, has complied with the Code and has disclosed or reported all Personal Securities Transactions required to be disclosed or reported pursuant to the Code, and
(c) certify that he or she is not subject to any disciplinary events listed in Item 11 of Form ADV, Part 1. See Exhibit D, Acknowledgement.
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D.
|
Limitation on Reporting Requirements
. Notwithstanding the provisions of Section III.A., no employee or Access Person shall be required to make a report:
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1.
|
With transactions effected for any account over which such person does not have any direct influence or control; or
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2.
|
Where a report made to the Companies would duplicate information recorded pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the Advisers Act.
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3.
|
Government securities or transactions subject to an automatic investment plan.
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E.
|
Reports of Violations
. In addition to the reports required under this Code, employees and Access Persons shall report promptly, without retaliation, any transaction which is, or might appear to be, in violation
of the Code to the Chief Compliance Officer and/or to the Managing Director who sits on the Management Committee.
|
Examples
of these could be:
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|
1.
|
Noncompliance with applicable laws, rules, and regulations;
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2.
|
Fraud or illegal acts involving any aspect of the Company’s business;
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3.
|
Material misstatements in regulatory filings, internal books and records, clients records or reports;
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SBH Code of Ethics – July 2013
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12
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4.
|
Activity that is harmful to clients, including fund shareholders; and
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|
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5.
|
Deviations from required controls and procedures that safeguard clients and the Company.
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The
Chief Compliance Officer will report to the Management Committee at least annually, regarding any material violations of the Code. In the event the Company advises or subadvises Funds, the Chief Compliance Officer will provide a written report to
the Fund Board of Directors in form requested by the Fund, at least annually, that (a) describes any issues arising under the Code or procedures since the last report to the Board of Directors, including but not limited to, information about
material violations of the Code or procedures or sanctions imposed in response to the material violation and (b) certifying that the Company has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.
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F.
|
Filing of Reports
. All reports prepared pursuant to this Code shall be filed with the Chief Compliance Officer of the Company or his/her designee.
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|
G.
|
Dissemination of Reports
. The Company’s General Counsel shall have the right at any time to receive copies of any reports submitted pursuant to this Code. Such General Counsel shall keep all reports
confidential except as disclosure thereof to the Management Committee or other appropriate persons as may be reasonably necessary to accomplish the purposes of this Code.
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H.
|
Outside Brokerage Accounts
. All employees and Access Persons are required to have duplicate confirmations and statements from outside investment accounts sent to the Company’s Compliance Department. See
Exhibit E, letter to Broker/Dealer.
|
It is prohibited for Portfolio Managers to transact for their personal account using a
broker they use for Fund or Managed Account transactions. This includes any account in which they have Beneficial Ownership.
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|
I.
|
Related Persons in Securities Business
. All employees are required to report to the Compliance Department related persons, either by lineage or marriage, employed in the securities business, namely: spouse,
parent, children, or siblings. See Exhibit B.
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SBH Code of Ethics – July 2013
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13
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|
|
IV.
INSIDER TRADING
The Insider Trading and Securities Fraud Enforcement Act of 1988 requires investment advisers to establish, maintain and enforce written policies and
procedures designed to prevent the misuse of material non-public information by its directors, officers and employees. “
Insider
” means, with respect to a Company, an Associated Person of such Company or any Affiliated Person
thereof, who is given access to or obtains material, non-public information.
|
A.
|
“
Insider Trading.
” means the use of material, non-public information to trade in a Security (whether or not one is an Insider) or the communication of material, non-public information to others.
|
Given the potential liability related to the Insider Trading and Securities Fraud Enforcement Act of 1988, it is critical
that all employees be familiar with this Act. The Act is very vague. This was done specifically to allow regulators flexibility in dealing with potential abusers.
|
|
1.
|
It is unlawful for any person to misuse, directly or indirectly, any material, non- public information (see definition below). Personnel in possession of such information may not be:
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|
|
(a)
|
Purchasing or selling such securities for their own accounts, for accounts in which they have a beneficial interest, or over which they have the power, directly or indirectly, to make investment decisions;
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|
(b)
|
Issuing research reports, recommendations or comments which could be construed as recommendations; or
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|
(c)
|
Disclosing such information or any conclusions based thereon to any other person.
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Individuals
needing this information to carry out professional responsibilities (i.e., compliance officer, and legal counsel) must also treat this information confidentially.
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SBH Code of Ethics – July 2013
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14
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|
|
Although there is no intent to violate the law, an off-hand comment to a friend may be used,
unbeknownst to you, by your friend to trade in securities and could result in substantial civil and criminal liabilities to you.
Thus, to
avoid possible violations, investment advisers must exercise great care in their supervision of employees and in the securities transactions of their personnel. If there is any question as to whether a contemplated purchase or sale would violate the
insider trading rules, the employee must consult with the Company’s management prior to executing the transaction.
|
B.
|
“
Penalties.
” The penalties for insider trading are severe, for both the individual and the controlling persons (supervisors who may be held liable). The penalty, which may be imposed on the person who
committed a violation, may be up to three times the profit gained or loss avoided by the transaction. The maximum jail term is ten years per violation. The penalty, which may be imposed on the controlling person, may be up to the greater of
$1,000,000 or three times the profit gained or loss avoided. The maximum criminal fines are $1,000,000 per violation for individuals and $2,500,000 per violation for non-natural persons.
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|
C.
|
“
Material Non-Public Information
” is any information which has not been made public and which a reasonable investor might consider important in making an investment decision. Examples of the types of
information that are likely to be deemed “material” include, but are not limited to:
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|
|
1.
|
Dividend increases or decreases;
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|
|
2.
|
Earnings estimates or material changes in previously released earnings estimates;
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|
|
3.
|
Significant expansion or curtailment of operations;
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|
|
4.
|
Significant increases or declines in revenue;
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|
|
5.
|
Significant merger or acquisition proposals or agreements, including tender offers;
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|
|
6.
|
Significant new products or discoveries;
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|
|
7.
|
Extraordinary borrowings;
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SBH Code of Ethics – July 2013
|
|
15
|
|
|
|
|
10.
|
Extraordinary management developments;
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|
|
11.
|
Purchase and sale of substantial assets;
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|
|
12.
|
A valuable employee leaving or becoming seriously ill; and
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|
|
13.
|
Change in pension plans (i.e., removal of assets from an over-funded plan, or an increase or decrease in future contributions).
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|
|
(a)
|
For “non-public information” to be made public, it must be generally available through non-disclosure in a national business or financial wire service (i.e., Dow Jones or Reuters), a national news service (AP
or UPI), a national newspaper (i.e., Wall Street Journal), or a public disseminated disclosure document (prospectus or proxy).
|
|
D.
|
“
Firewall.
” By restricting, as much as possible, the number of individuals having access to “material information,” an investment adviser is building a good defense against possible
violations. The erection of a “Firewall” controls the flow of material non-public information within a multi-service company. A Firewall prevents disclosure of confidential client information to persons within or without the Company except
as necessary to a client. Formalizing all such communications can ensure that any disclosures through the Firewall are proper. An even higher degree of control over communication between departments may require approval of senior management or by
the legal department. An excellent procedure for deterring unwanted disclosures and sensitizing employees to the Company’s commitment not to misuse confidential information is the requirement of employees to document and justify each Firewalll
communication. Access to files should also be restricted.
|
|
E.
|
“
Watch and Restricted Lists.
” Watch lists are maintained to assist in the monitoring of conflicts of interest.
|
A restricted list is maintained any time the Company has inside information and prohibitions of any trading (personal or for clients) in
securities of issuers.
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|
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SBH Code of Ethics – July 2013
|
|
16
|
|
|
|
F.
|
“
Front-Running
” While not necessarily insider trading, front-running is prohibited. Front-running consists of executing a Personal Securities Transaction based on the knowledge of a forthcoming
transaction or recommendation in the same or underlying security.
|
|
G.
|
Prevention of Insider Trading
. To prevent Insider Trading, the Chief Executive Officer of the Company or his or her designee, shall:
|
|
|
1.
|
Take appropriate measures to familiarize Access Persons with the Code via training;
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|
|
2.
|
Answer questions regarding the Code;
|
|
|
3.
|
Resolve issues of whether information received by an Insider is material and/or non-public; and
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|
|
4.
|
Review and update the Code as necessary.
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|
|
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|
|
|
5.
|
|
(a)
|
|
Strive for a physical separation of the trading and research departments from those departments in possession of the sensitive information; and
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|
|
|
|
(b)
|
|
Take steps to restrict access to the information including computer passwords and the use of code names.
|
|
H.
|
Detection of Insider Trading
. To detect Insider Trading, the Chief Executive Officer of the Company or his or her designee(s), shall:
|
|
|
1.
|
Review the trading activity reports filed by each Access Person; and
|
|
|
2.
|
Review the trading activity of the Company, as applicable.
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SBH Code of Ethics – July 2013
|
|
17
|
|
|
V.
OTHER POLICIES
|
A.
|
Gifts and Entertainment.
|
General Statement
. A conflict of interest occurs when
the personal interests of employees interfere or could potentially interfere with their responsibilities to the Company and its clients.
The overriding principle is that Supervised Persons should not accept inappropriate gifts, favors,
entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or Company.
Similarly, Supervised Persons should not offer gifts, favors, entertainment or
other things of value that could be viewed as overly generous or aimed at influencing decision- making or making a client feel beholden to the Company or the Supervised Person. Investment Personnel are required to complete the Conflict of Interest
form as requested by the Chief Compliance Officer. See Exhibit D, Memorandum regarding conflicts of interest. This general principle applies in addition to the more specific guidelines set forth below.
|
|
1.
|
Gifts
. No Supervised Person may receive any gift, service, or other thing of more than
de minimis
value from any person or entity that does business with or on behalf of the adviser. No Supervised Person
may give or offer any gift of more than
de minimis
value to existing clients, prospective clients, or any entity that does business with or on behalf of the adviser without preapproval by the Chief Compliance Officer. $100 is the general
de minimis
guideline. There is a Department of Labor reporting requirement for any gifts greater than $250 to a union official per year.
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|
|
2.
|
Cash.
No Supervised Person may give or accept cash gifts or cash equivalents to or from a client, prospective client, or any entity that does business with or on behalf of the adviser.
|
|
|
3.
|
Entertainment
. No Supervised Person may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or
any person or entity that does or seeks to do business with or on behalf of the adviser.
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|
|
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|
SBH Code of Ethics – July 2013
|
|
18
|
|
|
|
|
Supervised Persons may provide or accept a business entertainment event in the ordinary course of business, such as dinner or a sporting event, of reasonable value, if the person or entity
providing the entertainment is present. This provision is also an exception to the prohibition on gifts set forth in Section A.1 above.
|
|
|
4.
|
Government Officials
. Please note that certain state or other governmental agencies may have regulations which restrict or prohibit gifts or entertainment. Each employee wishing to give or receive a gift or
entertainment is responsible for determining whether any such restriction applies when dealing with such agencies or officials thereof.
|
|
B.
|
Service as a Director
. Access Persons are prohibited from serving on the boards of directors of publicly traded companies, absent prior authorization based upon a determination that the board service would be
consistent with the interests of clients, including a Fund and its shareholders. Investment Personnel serving as directors normally should be isolated from those making investment decisions through “Firewall” or other procedures. If an
Access Person serves on the board of a private entity that goes public, approval to continue on the board of the public company is required.
|
|
C.
|
Outside Business Activities
. Employees and Access Persons are required to notify the Compliance Department in writing of any outside business activities, whether or not they are securities related. The Compliance
Officer will consult with senior management regarding the allowance of such activity. Examples include being a board member of a non-profit organization, outside employment, consulting engagements, serving as executive trustee or power of attorney
for non-family members, etc. See Exhibit G, Request to Engage in Outside Business Activity.
|
|
D.
|
Political Contributions.
Supervised Persons should not make or solicit political contributions for the purpose of obtaining or retaining advisory contracts with government entities.
|
|
|
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|
SBH Code of Ethics – July 2013
|
|
19
|
|
|
|
E.
|
Privacy.
Our clients’ trust is important to us. Because they trust us with their financial and other personal information, we take the safeguarding and respect of this information very seriously.
|
It is our policy to:
|
|
•
|
|
Respond to fraud and activity alerts.
|
|
|
•
|
|
Properly secure client information.
|
|
|
•
|
|
Properly handle notices of identity theft.
|
|
|
•
|
|
Respond to any notifications about identity theft and restrict the refurnishing of blocked information.
|
|
|
•
|
|
If you see altered or suspicious documents, report it to Compliance and your Manager.
|
|
|
•
|
|
Only provide account information to account owner and address of record. Third parties can only be sent information with proper written authorization of the client on file.
|
|
|
•
|
|
If you become aware of a breach within the Firm, notify Compliance and your Manager. The client may need to be made aware of a breach by letter. Certain States may also require notification to them. The client letter
will include the information breached. This may include situations such as a document, which includes client information, being sent to the wrong client.
|
|
F.
|
Electronic Communications
. Electronic communications have been interpreted to constitute written communications required to be retained under Rule 204-2 of the Advisers Act and other applicable laws and
regulations. They include E-mails, Facsimiles, File Transfer Protocols (FTP’s), Electronic Bulletin Boards, Chat Rooms and Instant Messaging (IM). All employees must adhere to and sign-off on the following policies:
|
|
|
•
|
|
Web Sites
– While browsing is permitted, no references to the Firm, its services, the employees’ title, etc. should be made.
|
|
|
|
|
|
|
|
SBH Code of Ethics – July 2013
|
|
20
|
|
|
|
|
•
|
|
E-mail
– Employees are required to transact business with clients or potential clients only through SBH systems.
|
|
|
•
|
|
Internet tools
(Chat Rooms, Bulletin Boards, Blogs, etc.) – Only browsing is permitted. Employees are instructed not to post any company, financial service, stock, performance, economic or other related
information on any internet tool. Additionally, employees cannot transact any Firm business, solicit Firm business or do any Firm marketing or advertising through internet tools.
|
|
|
•
|
|
Social Media Sites
(Facebook, LinkedIn, etc.) – All postings to a social networking site which includes Firm information, even if just identifying the Firm name, must be pre-approved, utilizing the
Adverting/Marketing approval form, by Compliance. Furthermore, employees are prohibited from posting any company, financial service, stock, performance, economic or other related information on any social networking site. Additionally, employees
cannot transact any Firm business, solicit Firm business or do any Firm marketing or advertising through any social media site.
|
See Exhibit H for the Employee Electronic Communications Agreement which is reviewed with each employee as part of their new employee
Compliance Training.
VI.
SUPERVISORY PROCEDURES
The following supervisory procedures shall be implemented:
|
A.
|
The Compliance Department, on a quarterly basis, reviews employee and Access Persons’ transactions (including those accounts for which they have a beneficial interest in or have control over). They also verify the
receipt of preclearance forms, duplicate confirmations statements and quarterly forms. This review does not include a comparison with Wrap trades. (The CCO will provide the CEO with his quarterly transactions and holdings report for sign-off.)
|
|
B.
|
Issues are brought to the appropriate management attention. This may include:
|
|
|
1.
|
An assessment of whether the person followed any required internal procedures, such as preclearance;
|
|
|
|
|
|
|
|
SBH Code of Ethics – July 2013
|
|
21
|
|
|
|
|
2.
|
Comparison of personal trading to any watch/restricted lists;
|
|
|
3.
|
An assessment of whether the person is trading for his or her own account in the same securities he or she is trading for clients, and if so, whether the clients are receiving terms as favorable as the person takes for
him or herself;
|
|
|
4.
|
Periodically analyzing the person’s trading for patterns that may indicate abuse, including market timing; and
|
|
|
5.
|
An investigation of any substantial disparities between the percentage of trades that are profitable when the person trades for his or her own account and the percentage that are profitable when he or she places trades
for clients.
|
|
C.
|
Formal Code of Ethics training will be provided by Compliance for all new employees; and Annual Code of Ethics training will be provided for all employees. In addition, all employees newly registered as Associated
Persons with the National Futures Association, if applicable, will complete ethics training within six months of becoming registered and periodic ethics training will be completed by all Associated Persons.
|
|
D.
|
The Code will be reviewed on at least an annual basis regarding the adequacy and effectiveness of the Code.
|
|
|
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|
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|
|
SBH Code of Ethics – July 2013
|
|
22
|
|
|
VII.
ENFORCEMENT AND SANCTIONS
|
A.
|
General
. Any Affiliated Person of a Company who is found to have violated any provision of this Code including filing false or incomplete or untimely reports may be permanently dismissed, reduced in salary or
position, temporarily suspended from employment, or sanctioned in such other manner as may be determined by applicable the Management Committee in their discretion. In determining sanctions to be imposed for violations of this Code, the Management
Committee may consider any factors deemed relevant, including without limitation:
|
|
|
1.
|
The degree of willfulness of violation;
|
|
|
2.
|
The severity of the violation;
|
|
|
3.
|
The extent, if any, to which the violator profited or benefited from the violation;
|
|
|
4.
|
The adverse effect, if any, on the client(s);
|
|
|
5.
|
The market value and liquidity of the class of Securities involved in the violation;
|
|
|
6.
|
The prior violations of the Code, if any, by the violator;
|
|
|
7.
|
The circumstances of discovery of the violation; and
|
|
|
8.
|
If the violation involved the purchase or sale of Securities in violation of this Code, (a) the price at which the purchase or sale was made and (b) the violator’s justification for making the purchase or
sale, including the violator’s tax situation, the extent of the appreciation or depreciation of the Securities involved, and the period the Securities have been held.
|
|
B.
|
Rights of Alleged Violator
. A person charged with a violation of this Code shall have the opportunity to appear before the Management Committee as it has authority to impose sanctions pursuant to this Code, at
which time such person shall have the opportunity, orally or in writing, to deny any and all charges, set forth mitigating circumstances, and set forth reasons why the sanctions for any violations should be more lenient than proposed.
|
|
|
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|
SBH Code of Ethics – July 2013
|
|
23
|
|
|
|
C.
|
Notification to General Counsel of Funds
. The General Counsel of the Fund involved shall be advised promptly of the initiation and outcome of any enforcement actions hereunder if the actions concern any Fund.
|
|
D.
|
Delegation of Duties
. The Management Committee may delegate its enforcement duties under this Article to a special committee of the Management Committee comprised of at least three persons or to the Chief
Executive Officer of the Company; provided, however, that no director or person shall serve on such committee or participate in the deliberations of the Management Committee hereunder who is at the same time charged with a violation of this Code.
|
|
E.
|
Non-Exclusivity of Sanctions
. The imposition of sanctions hereunder by the Management Committee shall not preclude the imposition of additional sanctions by a Board of Directors of a Fund and shall not be deemed
a waiver of any rights by a Fund. In addition to sanctions which may be imposed by the Management Committee or Boards of Directors, persons who violate this Code may be subject to various penalties and sanctions including, for example,
(i) injunctions; (ii) treble damages, (iii) disgorgement of profits; (iv) fines to the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited,
(v) demotion; (vi) termination; and (vii) jail sentences.
|
The Code adopted by the Company is designed to
promote high standards of conduct. The Code gives the Company responsibility for determining sanctions in circumstances where the violation relates to the conduct of an employee of the Company. The Code identifies a number of factors for
consideration in determining sanctions including the degree of willfulness of the violation; the severity of the violation and the adverse effect, if any, of the violation. The Code permits the Company to consider mitigating or exculpatory factors
regarding such violations.
|
|
|
|
|
|
|
SBH Code of Ethics – July 2013
|
|
24
|
|
|
|
F.
|
Potential Fines
. The following are potential penalties for violation of the Code.
|
|
|
|
|
|
Nature of Violation
|
|
Penalty
|
|
|
|
|
Late quarterly report filing; or
Failure to notify Compliance of new
brokerage account
|
|
First Violation: written warning
Second:
$100.00
Third: $200.00
Thereafter: Disciplinary
action
|
|
|
|
|
Failure to obtain Preclearance or
Preclearance obtained after trade date
|
|
First Violation
1
: written warning
Second: $250.00
2
Third: $500.00
2
Thereafter: Disciplinary action
|
|
1
|
The penalties described herein are in addition to the option of disgorgement described in the Code of Ethics.
|
|
2
|
The penalties described in this section are $750.00 and $1,500.00 for Second and Third Violations of Portfolio Managers.
|
|
|
|
|
|
|
|
SBH Code of Ethics – July 2013
|
|
25
|
|
|
VIII.
MISCELLANEOUS PROVISIONS
|
A.
|
Identification of Access Persons
. The Company shall, identify all Access Persons who are under a duty to make certain reports and shall inform such persons of such duty. Individuals deemed to be Access Persons
will receive notice from the compliance department. Any individual who do not receive such notice but consider themselves Access Persons should contact the Chief Compliance Officer.
|
|
B.
|
Maintenance of Records
. The following records will be maintained in a readily accessible place:
|
|
|
1.
|
A copy of each Code that has been in effect at any time during the past five years;
|
|
|
2.
|
A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;
|
|
|
3.
|
A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, a supervised person;
|
|
|
(a)
|
These records must be kept for five years after the individual ceases to be a supervised person of the Company.
|
|
|
4.
|
Holdings and transactions reports made pursuant to the Code, including any brokerage confirmation and account statements made in lieu of these reports;
|
|
|
5.
|
A list of the names of persons who are currently, or within the past five years were, Access Persons;
|
|
|
6.
|
A record of any decision and supporting reasons for approving the acquisition of securities by access persons in limited offerings for at least five years after the end of the fiscal year in which approval was granted;
|
|
|
7.
|
Maintain records of any decisions that grant persons a waiver from or exception to the Code.
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SBH Code of Ethics – July 2013
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26
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8.
|
Fund advisers will also maintain:
|
|
|
(a)
|
A record of persons responsible for reviewing Access Persons’ reports currently or during the last five years; and
|
|
|
(b)
|
A copy of reports provided to the Fund’s board of directors regarding the Code.
|
|
C.
|
Effective Date
. The effective date of this Code shall be July 25, 2013.
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SBH Code of Ethics – July 2013
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27
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IX.
INVESTMENT COMPANIES
|
A.
|
Violations of Section II. regarding Funds.
|
|
|
1.
|
At its election, a Fund may choose to treat a transaction prohibited under this Code as having been made for its account. Such an election may be made only by a majority vote of the directors of the Fund who are not
Affiliated Persons of applicable Company. Notice of an election under this paragraph shall not be effective unless given to applicable Company within sixty (60) days after the Fund is notified of such transaction. In the event of a violation
involving more than one Fund, recovery shall be allocated among the affected Funds in proportion to the relative net asset values of the Funds as of the date of the violation. A violator shall be obligated to pay the Fund any sums due to said Fund
pursuant to paragraph below due to a violation by a member of the immediate family of such violator.
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|
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2.
|
If Securities purchased in violation of this Code have been sold by the violator in a bona fide sale, the Fund shall be entitled to recover the profit made by the violator. If such Securities are still owned by the
violator, or have been disposed of by such violator other than by a bone fide sale at the time notice of election is given by the Fund, the Fund shall be entitled to recover the difference between the cost of such Securities to the violator and the
fair market value of such Securities on the date the Fund acquired such Securities. If the violation consists of a sale of Securities in violation of this Code, the Fund shall be entitled to recover the difference between the net sale price per
share received by the violator and the net sale price per share received by the Fund, multiplied by the number of shares sold by the violator. Each violation shall be treated individually, and no offsetting or netting of violations shall by
permitted.
|
|
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3.
|
Knowledge on the part of the General Counsel of a Fund of a transaction in violation of this Code shall be deemed to be notice to the Fund under paragraph above. Knowledge on the part of a director or officer of a Fund
who is an Affiliated Person of the Company of a transaction in violation of this Code shall not be deemed to be notice under this Code.
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SBH Code of Ethics – July 2013
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28
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4.
|
If the Board of Directors of a Fund determines that a violation of this Code has caused financial detriment to such Fund, upon reasonable notice to the applicable Company, such Company shall use its best efforts,
including such legal action as may be required, to cause a person who has violated this Code to deliver to the Fund such Securities, or to pay to the Fund such sums, as the Fund shall declare to be due under this Code, provided that:
|
|
|
(a)
|
Such Company shall not be required to bring legal action if the amount recoverable would not reasonably be expected to exceed $2,500;
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|
(b)
|
In lieu of bringing a legal action against the violator, such Company may elect to pay to the Fund such sums as the Fund shall declare to be due under this Section; and
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|
(c)
|
Such Company shall have no obligation to bring any legal action if the violator was not an Affiliated Person of Such Company.
|
In lieu of the steps described in this Section regarding the Funds, if one of the Companies is serving as an investment sub-adviser to the
Fund, the Fund may elect to apply the terms of the Code of Ethics of its Investment Adviser.
|
B.
|
Prescribed Activities Under Rule 17j-l(b)
. Rule 17j-l(b) under the 1940 Act generally provides: It is unlawful for any Affiliated Person of or principal underwriter for a registered investment company, or any
Affiliated Person of an investment adviser of or principal underwriter for a registered investment company in connection with the purchase or sale, directly, or indirectly, by such person of a security held or to be acquired by the registered
investment company -
|
|
|
(a)
|
To employ any device, scheme or artifice to defraud the Fund;
|
|
|
(b)
|
To make to the Fund any untrue statement of a material fact or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not
misleading;
|
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SBH Code of Ethics – July 2013
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29
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(c)
|
To engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon any the Fund; or
|
|
|
(d)
|
To engage in any manipulative practice with respect to the Fund.
|
Any violation of Rule
17j-l(b) shall be deemed to be a violation of the Code.
|
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SBH Code of Ethics – July 2013
|
|
30
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|
|
X.
DEFINITIONS
In the event that the Company
does not
advise or
subadvise Funds, means any of the Company’s Supervised Persons who:
has access to non-public information regarding any clients’
purchase or sale of securities, or non-public information regarding the portfolio holdings of any account the adviser or its control affiliates manage;
or
is involved in making
securities recommendations to clients, or has access to such recommendations that are non-public.
In the event that the Company
does
advise or subadvises Funds, “Access Persons” means any director, officer or general partner, of the Company or an Advisory Person.
|
B.
|
“
Advisers Act
” means the Investment Advisers Act of 1940, 15 U.S.C.
'
80b-1 to 80b-21 as amended.
|
|
|
1.
|
any director, officer, general partner or employee of the Fund or of any company in a control relationship of the Fund, who, in connection with his or her regular functions or duties, makes, participates in, or obtains
information regarding the purchase or sale of a Security, or whose functions or duties relate to the making of any recommendations with respect to such purchases or sales; and
|
|
|
2.
|
Any natural person in a control relationship to the Fund who obtains information concerning recommendations made with regard to the purchase or sale of a Security. This does not include those individuals who prepare or
review public reports and who do not receive information about current recommendations.
|
An advisory person (i.e., employee)
is not an Access Person simply due to his or her position with the adviser. Rather, the employee must actually hold material information about potential Fund transactions.
|
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SBH Code of Ethics – July 2013
|
|
31
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|
|
|
D.
|
“
Natural Person Versus Person.
” A natural person is as an individual. A person can be as an entity such as a corporation, partnership, or individual person.
|
|
E.
|
“
Affiliated Person
” of another person means:
|
|
|
1.
|
Any person directly or indirectly owning, controlling, or holding with power to vote, five percent (5%) or more of the outstanding voting securities of such other person;
|
|
|
2.
|
Any person, five percent (5%) or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other person;
|
|
|
3.
|
Any person directly or indirectly controlling, controlled by, or under common control with, such other person;
|
|
|
4.
|
Any officer, director, partner, co-partner, or employee of such other person;
|
|
|
5.
|
If such other person is as an investment company, and investment adviser thereof or any member of as an advisory board thereof; and
|
|
|
6.
|
If such other person is as an unincorporated investment company not having a board of directors, the depositor thereof.
|
|
F.
|
“
Associated Person
” with respect to a Company, means any partner, officer, director, or branch manager of such Company (or any person occupying a similar status or performing similar functions); any
person directly or indirectly controlling, controlled by, or under common control with such Company; or any employee of such Company.
|
|
G.
|
“
Beneficial Ownership
” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended. It means the opportunity to profit directly or
indirectly from a transaction or sharing a direct or indirect pecuniary interest. For example, a partnership, trust, corporation, investment club, contract arrangement, and understanding or a relationship are instances where a person may be deemed
to have beneficial ownership. Here are other examples:
|
|
|
1.
|
Securities held by an Access Person for his or her own benefit, whether such securities are in bearer form, registered in his or her own name, or otherwise;
|
|
|
|
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SBH Code of Ethics – July 2013
|
|
32
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|
|
|
|
2.
|
Securities held by others for the Access Person’s benefit (regardless of whether or how such securities are registered), such as, for example, securities held for the Access Person by custodians, brokers,
relatives, executors or administrators;
|
|
|
3.
|
Securities held by a pledgee for an Access Person’s account;
|
|
|
4.
|
Securities held by a trust in which an Access Person has an income or remainder interest unless the Access Person’s only interest is to receive principal (a) if some other remainderman dies before distribution
or (b) if some other person can direct by will a distribution of trust property or income to the Access Person;
|
|
|
5.
|
Securities held by an Access Person as trustee or co-trustee, where whether the Access Person or any member of their immediate family (i.e., spouse, children or their descendants, stepchildren, parents and their
ancestors, and stepparents, in each case treating a legal adoption as blood relationship) has an income or remainder interest in the trust;
|
|
|
6.
|
Securities held by a trust of which the Access Person is the settler, if the Access Person has the power to revoke the trust without obtaining the consent of all the beneficiaries;
|
|
|
7.
|
Securities held by a general or limited partnership in which the Access Person is either the general partner of such partnership or the controlling partner of such entity. For these purposes, an Access Person will be
considered to be a controlling partner of a partnership of such Access Person owns more than 25% of the partnership’s general or limited partnership interests;
|
|
|
8.
|
Securities held by a personal holding company controlled by the Access Person alone or jointly with others;
|
|
|
9.
|
Securities held in the name of the Access Person’s spouse unless legally separated;
|
|
|
10.
|
Securities held in the name of minor children of the Access Person or in the name of any relative of the Access Person or of their spouse (including an adult child) who is presently sharing the Access Person’s
home. This applies even if the Securities were not received from the Access Person and the dividends are not actually used for the maintenance of the Access Person’s home;
|
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SBH Code of Ethics – July 2013
|
|
33
|
|
|
|
|
11.
|
Securities held in the name of any person other than the Access Person and those listed in (9) and (10) above, if by reason of any contract, understanding, relationship, agreement, or other arrangement the
Access Person obtains benefits substantially equivalent to those of ownership;
|
|
|
12.
|
Securities held in the name of any person other than the Access Person, even though the Access Person does not obtain benefits substantially equivalent to those ownership (as described in (11), above), if the Access
Person can vest or re-vest title in himself.
|
|
H.
|
“
Board of Directors
” means the board of directors of a company or persons performing similar functions with respect to any organization, whether incorporated or unincorporated.
|
|
I.
|
“
Company
” means Segall Bryant & Hamill, the adviser entity for which each director, officer, partner or employee serves. Company is also referred to as the “adviser”.
|
|
J.
|
“
Control
” shall have the meaning as that set forth in Section 2(a)(9) of the 1940 Act (power to exercise a controlling influence over the management or policies of a company unless such power is
solely the result of as an official position with such company.)
|
|
K.
|
“
De Minimis exception
” is a transaction which is less than one percent (1%) of the daily trading volume of that security using a previous 5 day average. This is calculated on the Portfolio Managers
portion of the transaction only.
|
|
L.
|
“
Fund
” means each and every registered investment company for which the Company provides advisory or subadvisory services, which includes reportable funds.
|
|
M.
|
“
Initial Public Offering
” (IPO) is a corporation’s first offering of a security representing shares of the company to the public. IPO (i.e., initial public offering) means an offering of securities
registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
|
|
N.
|
“
Investment Personnel
” means any employee of the Company who, in connection with his or her regular duties or functions, makes or participates in making recommendations regarding the purchase or sale of
securities by a client, to include a Fund, or who help execute and/or implement Portfolio Manager’s decisions. This would include Portfolio Managers, portfolio assistants, securities and research analysts and traders.
|
|
|
|
|
|
|
|
SBH Code of Ethics – July 2013
|
|
34
|
|
|
|
O.
|
“
Member of Immediate Family
” of a person includes such person’s spouse, children under the age of twenty-five (25) years residing with such person or any relative by blood or marriage living
in the employee’s household, and any trust or estate in which such person or any other member of his/her immediate family has a substantial beneficial interest, or controls the investment decision, unless such person or any other member of
his/her immediate family cannot control or participate in the investment decisions of such trust or estate.
|
|
P.
|
“
Managed Account
” is as an account where continuous advice is given to a client or investments are made for a client based on the clients’ individual needs. This service is provided to clients on
both a discretionary and non-discretionary basis. The adviser offers this service to individuals, trusts, estates, corporations, pension and profit-sharing plans and investment companies. Account supervision is guided by the stated objectives of the
client (i.e., maximum capital appreciation, growth, income or growth and income).
|
|
Q.
|
“
Management Committee
” means the committee deemed the Management Committee of the Company under the Company’s corporate governance structure.
|
|
R.
|
“
Portfolio Manager
” means an employee of Company whose regular duties or functions include making decisions or recommendations regarding the purchase or sale of securities by a client, to include a
Fund. In most instances an employee that functions as Portfolio Manager has “Portfolio Manager” in his or her title.
|
|
S.
|
“
Purchase or Sale of a Security
” includes among other things, the writing of as an option to purchase or sell a Security.
|
|
T.
|
“
Reportable Fund
” means any registered investment company that is advised or subadvised by an affiliate ( i.e. another adviser that is controlled by or under common control with Company). Currently,
there are none.
|
|
U.
|
“
Security
” shall have the meaning set forth in Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act A Security means any note, stock, treasury stock, bond, debenture, evidence
of indebtedness, certificate of interest or participation in any profit-sharing
|
|
|
|
|
|
|
|
SBH Code of Ethics – July 2013
|
|
35
|
|
|
|
|
agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security,
fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on
the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or in general, any interest or instrument commonly known as a “security,” or any certificate
of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. It does
not
include direct obligation of the government of the United
States, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short- term debt instruments (any instrument having a maturity at issuance of less than 366 days and that is in one of the two highest rating categories
of a nationally recognized statistical organization) including repurchase agreements, money market funds, shares of registered open-end investment companies unless advised or sub-advised by the Company, shares of unit investment trusts that are
invested exclusively in one or more open-end funds, none of which are advised or sub-advised by the Company, or other securities which may not be purchased by the Fund or Funds of which a person is as an Access Person because of investment
limitations set forth in Registration Statements filed with the Securities and Exchange Commission; however, that for purposes of the reporting requirements of Article IV, “Security” shall include securities issued by a Fund, and for
purposes of the Insider Trading prohibition of Section II.A., “Security” shall include all securities set forth in Section 2(a)(36) of the 1940 Actor Section 202(a)(18) of the Advisers Act.
|
|
V.
|
“
Security Being Considered for Purchase or Sale
” means that a recommendation to purchase or sell a security has been made and communicated in writing or orally and, with respect to the person making the
recommendation, that such person seriously considers making such a recommendation.
|
|
W.
|
“
Supervised Persons
” include:
|
|
|
1.
|
Directors, officers, and partners of the adviser (or other persons occupying a similar status or performing similar functions);
|
|
|
2.
|
Employees of the adviser;
|
|
|
|
|
|
|
|
SBH Code of Ethics – July 2013
|
|
36
|
|
|
|
|
3.
|
Any other person who provides advice on behalf of the adviser and is subject to the adviser’s supervision and control;
|
|
|
4.
|
Temporary workers will be analyzed on a case-by-case basis;
|
|
|
5.
|
Consultants may be considered supervised persons if they are required to be licensed or have access to investment decisions;
|
|
|
6.
|
Independent contractors will be analyzed on a case-by-case basis;
|
|
|
7.
|
Certain employees of affiliates will be analyzed on a case-by-case basis; or
|
|
|
8.
|
Particular persons designated by the Chief Compliance Officer.
|
|
|
|
|
|
|
|
SBH Code of Ethics – July 2013
|
|
37
|
|
|
EXHIBIT A
P R E C L E A R A N C E F O R M
|
|
|
A
PPROVERS
(
PRIMARY
)
¨
Cheryl Woodcock (Equity)
¨
Elisa Brizuela (Equity)
¨
Greg Hosbein (Equity and Fixed Income)
¨
James Dadura (Fixed Income)
¨
Phil Hildebrandt (Private Placements)
¨
Ralph Segall (Private Placements)
|
|
You must obtain Preclearance from an appropriate approver for equities, municipals, corporates, warrants, rights, options, futures, closed-end mutual funds,
ETFs, gifts given, private placements and open-end mutual funds advised/ subadvised by the Company or an affiliated company (Clifton, SAM or SA). Preapproval is not required for government securities transactions, bankers’ acceptance, bank CDs,
commercial paper or open-end mutual funds not advised/sub-advised by the Company or an affiliated company.
|
T
RANSACTION
D
ETAILS
I would like to:
¨
Purchase
units of the following security:
¨
Sell
Ticker
(equity) or Cusip (fixed
income):
- or -
¨
Puts or
¨
Calls of the following
Option:
(include expiration and strike price)
Underlying Ticker:
Expected Trade
Date:
I will use the following broker/dealer:
.
¨
This
is a limit order.
To my knowledge, neither I nor anyone at the Company possesses material, non-public information about the issuer.
To the best of my knowledge, the requested transaction is consistent with the letter and spirit of the Code.
To the best of my knowledge, the Company has not purchased or sold the securities on behalf of an Advisory Client within the past 7 days.
(Portfolio Managers only)
To the best of my knowledge, the Company is not considering purchasing or selling the securities on behalf of an
Advisory Client.
In the case of a sale of a Fund/Reportable Fund,
¨
I have not acquired the securities within the last 60 days.
¨
I have acquired the securities within the last 60 days.
In the case of a sale of a security other than a Fund/Reportable Fund,
¨
I have not acquired the securities within the last 30 days.
¨
I have acquired the securities within the last 30 days.
|
|
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|
|
Employee Signature
|
|
Print Name
|
|
Date
|
|
|
A
PPROVAL
|
|
|
|
|
|
|
You:
|
|
¨
Can (Add comments or conditions below, if any)
|
|
|
|
|
|
¨
Cannot effect this transaction. Reason (if denied):
|
|
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|
Please note:
•
Please make a copy for your files.
•
It is the responsibility of the employee to send this form to the
Compliance Department after approval is received.
•
Preclearance is valid for day of Preclearance and one day
following.
|
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SBH Code of Ethics – July 2013
|
|
38
|
|
|
EXHIBIT B
M E M O R A N D U M
To: Compliance Department
From:
In accordance with Code of Ethics and FINRA Rules
if applicable, I hereby report the following information:
OUTSIDE BUSINESS ACTIVITIES (includes outside employment, sitting on a board of directors,
etc.):
INVESTMENT ACCOUNTS/HOLDINGS (includes D&Co and outside brokerage accounts). Attach a copy of your most recent brokerage account statement(s)
or a list of your current holdings (due within 10 days of hire). Also, remember to notify Compliance in writing before you open any new D&Co or outside brokerage accounts.
LIST OF HOLDINGS NOT REFLECTED ON BROKERAGE STATEMENTS (i.e. held physically, not book entry):
NAMES OF RELATED PERSONS (spouses, parents, children or siblings by lineage or marriage) EMPLOYED IN SECURITIES INDUSTRY, EMPLOYING FIRM AND POSITION:
|
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SBH Code of Ethics – July 2013
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|
39
|
|
|
EXHIBIT C
Quarterly Report Pursuant to the Code of Ethics
for Segall Bryant & Hamill and its Affiliates
Quarter Ended
Instructions:
|
1.
|
Under the Code of Ethics and Conduct (the “Code”), employees must report all Personal Securities Transactions regardless of the size of the transaction, with the exception of certain securities, such as,
securities issued by the U.S. Government, its agencies or instrumentalities, money market instruments, and shares in open-end investment companies not advised or sub-advised by the Company.
|
|
2.
|
Such reports are due by the 30
th
day of the month following the close of each calendar quarter regardless of whether you have had any Personal Securities
Transactions, and are to be directed to the Compliance Director.
|
|
3.
|
With respect to Personal Securities Transactions, each report must cover
all accounts
in which you have a
direct or indirect
beneficial ownership interest, (unless you have no influence or control over
such accounts) and all non-client accounts which you manage or with respect to which you give investment or voting advice.
|
|
4.
|
If no reportable transactions have occurred during the period, put an “X” in the following box.
¨
|
|
5.
|
If you must file this Report, and transactions have occurred during the period, set forth the following information with respect to the transactions, if not indicated on the attached form.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAME OF
OF ISSUER/TITLE
|
|
NUMBER OF
SHARES/UNITS
|
|
NATURE OF
TRANSACTION
(i.e. Buy,
SELL, OTHER)
|
|
TRANSACTION
DATE
|
|
PRICE PER SHARE/
UNIT AT WHICH
TRANSACTION
WAS EFFECTED
|
|
INSTITUTION
THROUGH WHICH
TRANSACTION
WAS EFFECTED
|
(If you need additional space, please attach additional pages.)
|
6.
|
List below any brokerage accounts opened during the quarter.
|
|
|
|
|
|
|
|
|
|
NAME OF BROKER/DEALER
|
|
DATE ACCOUNT
WAS ESTABLISHED
|
|
ACCOUNT NAME
|
|
ACCOUNT NUMBER
|
|
7.
|
Questions regarding the completion of this Report may be directed to Paul A. Lythberg at (312) 474-4122.
|
The answers to the foregoing are true and correct to the best of my information and belief. By signing, I acknowledge that all transactions are reported in
number 5 or on the attached pages.
|
|
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|
Dated
|
|
|
|
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|
|
|
|
Signature of Person Filing Report
|
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Printed Name
|
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SBH Code of Ethics – July 2013
|
|
40
|
|
|
EXHIBIT D1
Segall Bryant & Hamill
Initial
Acknowledgment
I acknowledge that I have received, read and understand the following and will comply in all respects with the policies and procedures
therein and also with the policies and procedures as further amended from time to time (
documents referred to herein are located on the Segall Bryant & Hamill shared directory M:\COE
):
Segall Bryant & Hamill Code of Ethics
Segall Bryant & Hamill Compliance Manual
I also acknowledge that I will bring any questions I have about anything contained in these documents to the attention of my supervisor or the Compliance
Department.
I further acknowledge that I have received the Segall Bryant & Hamill Compliance Information binder.
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____________________
|
|
Signature
|
|
|
|
|
|
Date
|
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Print Name
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Please return this form to the Compliance Department. Thank you.
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SBH Code of Ethics – July 2013
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41
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EXHIBIT D2
SEGALL BRYANT & HAMILL (SBH)
A
NNUAL
C
OMPLIANCE
F
ORM
«Employee»
On a periodic basis, we
verify certain personal information and obtain certain acknowledgements.
Please complete this form and return it to Paul A. Lythberg in the Compliance Department by
. Any questions should be directed to Paul A.
Lythberg at 312-474-4122.
Personal Brokerage Accounts
Segall Bryant & Hamill’s Code of Ethics requires all employees to disclose
all brokerage accounts
in their name, as well as any accounts
over which they exercise control and any accounts of members of immediate family.
“
Member of Immediate Family
” of a
person includes such person’s spouse, children under the age of twenty-five (25) years residing with such person or any relative by blood or marriage living in the employee’s household, and any trust or estate in which such person or
any other member of his/her immediate family has a substantial beneficial interest, or controls the investment decision, unless such person or any other member of his/her immediate family cannot control or participate in the investment decisions of
such trust or estate.
If you have a managed account (broker/adviser has sole discretion), a copy of your Managed Account Agreement may be requested.
Attached is a list of your personal brokerage accounts that are identified in our records. Please review the list.
If there are accounts missing:
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•
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attach a copy of the most recent account statement; and
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•
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request duplicate confirmations and statements to be sent to Segall Bryant & Hamill, Attn: Compliance, 10 South Wacker Drive, Suite 3500, Chicago, IL 60606-7507.
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If all accounts are listed, check the “No Changes” box on the sheet.
Securities Held Outside of Brokerage Accounts
Listed below are the previously reported securities you hold that are not reflected on your brokerage account statements (i.e., physically held certificates,
private placements, etc.).
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SBH Code of Ethics – July 2013
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42
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Please review and update the list below. If information is missing, please add it to the list. If there are no
changes, please check the “No Changes” box below.
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NAME OF SECURITY
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TYPE OF SECURITY
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HOLDINGS #
OF SHARE / PAR
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RELATIONSHIP
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BENEFICIAL
INTEREST
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«Outside_Holdings»
COE Status / Preclearance / Reporting
According to the SBH Code of Ethics, your current COE Status is:
«COE_Status»
. The responsibilities of this status are included in the
attached “Executive Summary for all Supervised Persons.”
Have you, during the past 12 months, obtained preclearance for all applicable
securities transactions as required?
Yes
No
N/A
Have you filed quarterly reports for all reportable securities transactions?
Yes
No
Have you disclosed all of personal investment holdings and outside
brokerage firms by providing of account confirmations and statements?
Yes
No
Disclosure Information [check one]
I hereby certify that I am
not subject to any disciplinary events listed in Item 11 of Form ADV, Part 1. (See Attached)
I hereby certify that I am
subject to disciplinary events listed in Item 11 of Form ADV, Part 1. (See Attached)
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SBH Code of Ethics – July 2013
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43
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For Portfolio Managers only:
I have not recommended any security to
clients that is not held in their SBH account.
I have recommended securities to clients
that were not intended to be held in their SBH account. The securities are:
Conflict of Interest
A conflict of interest occurs when the personal interests of an employee interferes or could potentially interfere with his/her responsibilities to the Firm
and its clients. The Firm needs to “inventory” potential conflicts of interest that could affect clients, proxy voting, etc.
For example, any
key relationships you have with public companies as well as personal relationships with officers and directors or the immediate family of a publicly traded company should be included as a conflict of interest. This is to determine potential material
conflicts of interest related to possible proxy voting issues, ADV disclosure items, etc. Examples of relationships are a family, business, or strong personal relationship, such as vacationing with the President of a public company.
The items listed below were previously reported. Please review and update this information. If there are no changes, please check the “No Changes”
box.
Company Name (symbol)
Conflict/Relationship
«Conflict_of_Interest»
Outside Business Activities
Outside business activities include outside employment, sitting on a board of directors, consulting engagements, etc.
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SBH Code of Ethics – July 2013
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44
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The items listed below were previously reported. Please review and update this information. If there are no
changes, please check the “No Changes” box below.
«Outside_Bsns_Desc»
ACKNOWLEDGEMENTS
I acknowledge that I have received, read and understand the following and will comply in all respects with the policies and procedures therein and as
amended
(documents referred to herein are located on a Segall Bryant & Hamill shared directory)
:
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•
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The Segall Bryant & Hamill Compliance Manual; and
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•
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The Segall Bryant & Hamill Code of Ethics.
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I acknowledge that I will bring any questions I have
about anything contained in these documents to the attention of my supervisor or the Compliance Department.
I further acknowledge that the statements
made by me on this form are true, complete and correct to the best of my knowledge and belief and are made in good faith.
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SBH Code of Ethics – July 2013
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45
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EXHIBIT E
(Date)
Broker/Dealer
(Address)
Re: Account Number(s)
Dear Sir/Madam:
Please furnish to my employer copies of all
trade confirmations and account statements with respect to all transactions for the above-stated account(s). Copies of such documents should be sent, as trades are effected, to:
Segall Bryant & Hamill
Attn: Compliance Department
10
S. Wacker Drive, Suite 3500
Chicago, IL 60606-7507
Very truly yours,
cc: Paul A. Lythberg
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SBH Code of Ethics – July 2013
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46
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EXHIBIT F
Intentionally Left Blank
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SBH Code of Ethics – July 2013
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47
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EXHIBIT G
SEGALL BRYANT & HAMILL
REQUEST TO ENGAGE IN AN OUTSIDE BUSINESS ACTIVITY
TO: Compliance Department
FROM:
Branch/Department:
Yes, I am registered with the FINRA
No, I am a non-registered associated person
I understand it is required that I obtain prior written approval from my employer to engage in an outside business or activity, or to receive compensation
from an outside person or entity. I have familiarized myself with and agree to abide by Segall Bryant & Hamill policy and FINRA rules and hereby submit my request (and applicable attachments) to engage in the following activity.
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1. Name of company or entity
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2. Check appropriate category:
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Sole proprietorship
Family business or enterprise
Privately held corporation
Publicly held corporation
(if yes, where traded?)
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Partnership
(If yes, attach partnership agreement and list of all partners and
their business affiliates.)
Charitable or non-profit organization
Municipal or political entity
Bank or financial institution
Broker-dealer, investment advisory or
other
securities-related business
(If yes, is the entity registered with the
FINRA
SEC
Not registered)
Other
(please specify)
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4.
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Amount of investments
$
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6.
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Capacity in which I will be involved (check appropriate description)
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Employee
Officer
Director or Trustee
Owner
Passive
Active
Elected official (such as school board
or other political office)
Consultant
Other
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SBH Code of Ethics – July 2013
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48
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7.
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Term of office or projected period of
involvement
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8.
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How much time will be devoted to this
activity?
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9.
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Amount of compensation (fees, commissions etc.) if
any
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10.
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Will it be necessary to be absent from Segall Bryant & Hamill during normal business hours on behalf of this activity?
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Yes
No
If yes, please
explain
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11.
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Are you aware of any potential conflicts of interest your involvement in this activity may pose?
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Yes
No
If yes, please
explain
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12.
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Have you ever or do you intend to recommend investment in or the purchase or sale of securities of the entity identified at item #1 above?
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Yes
No
If yes, please
explain
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13.
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Does the entity identified at item #1 above maintain an account at Segall Bryant & Hamill?
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Yes
No
If yes: Account
#
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14.
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Does the entity identified at item #1 above currently maintain or intend to engage in any relationships with an affiliate of Segall Bryant & Hamill?
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Yes
No
If yes, please
explain
I hereby warrant that the above information (and attachments, if
applicable) is current and accurate to the best of my knowledge. In addition, I agree to promptly notify Segall Bryant & Hamill of any material changes by amending this request.
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Employee Signature
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Date
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Branch or Department Manager Signature
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Date
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Compliance Department Signature
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Date
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SBH Code of Ethics – July 2013
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49
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Exhibit H
Electronic Communications Agreement
Employee:
(Print Name)
Company: Segall Bryant & Hamill
Note: Firm refers to
Segall Bryant & Hamill and all related companies.)
Web Sites
I understand that only browsing is permitted. I will make no reference to the Firm, its services, my title, etc. on any personal websites.
E-mail
I will only use
systems provided by the Firm to transact business with clients or potential clients.
Internet tools such as chat rooms, bulletin
boards, and blogs (list is not inclusive)
I understand that only browsing is permitted. I will not post my, company, financial
services, stock, performance, economic or related information to internet tools. Further, I will not transact Firm business, solicit Firm business or do any Firm marketing through internet tools.
Social Media Sites (Facebook, LinkedIn, etc.)
I understand that any posting to a social networking site which includes Firm information, even if just identifying the Firm name, must be
pre-approved, using the Sales Literature Approval form, by my manager and the Compliance Department. I will not post company, financial services, stock, performance, economic or related information to social networking sites. Further, I will not
transact Firm business, solicit Firm business or do any Firm marketing through social networking sites.
I have reviewed, understand, and agree to abide
by the Firm’s policy regarding electronic communications. I further agree to conduct electronic business communications ONLY through the means provided by the Firm. I will not use personal e-mail or other non-company products or services for
Firm business.
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Date
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Employee Signature
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Date
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Manager Approval
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SBH Code of Ethics – July 2013
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50
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Code of Ethics
As of April 2013
Snow
Capital Management L.P.
2000 Georgetowne Drive • Suite 200
Sewickley, PA 15143
Phone
724.934.5800 • Email
info@snowcm.com
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INTRODUCTION
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3
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GENERAL PROHIBITIONS UNDER RULE 17J-1
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3
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ADMINISTRATION OF CODE OF ETHICS
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4
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PART-TIME/TEMPORARY EMPLOYEES
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4
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PERSONAL SECURITIES TRADING
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4
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SPREADING FALSE OR MISLEADING INFORMATION
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9
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CONFLICTS OF INTEREST
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9
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OUTSIDE INTERESTS
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9
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ACCEPTING OR OFFERING ITEMS OF VALUE
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10
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ACTING AS A FIDUCIARY
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10
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EXECUTION OF BINDING LEGAL AGREEMENTS
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11
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DISHONESTY
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11
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THEFT
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11
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CONVICTIONS OF CRIMINAL ACTIVITY
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11
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ACCURACY / COMPLETENESS OF FIRM RECORDS
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11
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AWARENESS OF ILLEGAL OR HARMFUL ACTIVITIES
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11
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PERSONAL CONDUCT
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12
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PERSONAL FINANCIAL RESPONSIBILITY
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12
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DRUG / ALCOHOL ABUSE
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12
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CONFIDENTIALITY
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12
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PRIVACY OF CLIENTS
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13
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INSIDER TRADING / NON-PUBLIC INFORMATION / EXPERT NETWORKS
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13
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CIVIL / POLITICAL ACTIVITIES
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14
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POLITICAL CONTRIBUTIONS
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14
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LOBBYING ACTIVITIES
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14
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ANTI-TRUST
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14
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ETHICAL CONCERNS
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15
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VIOLATIONS OF THE CODE
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15
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FORM ADV DISCLOSURE
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15
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RECORDKEEPING
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15
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DEFINITIONS
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16
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Snow Capital Management L.P.
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Page 2
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INTRODUCTION
Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”) requires each investment adviser registered with the Securities and Exchange
Commission (“SEC) to adopt a code of ethics that sets forth a standard of business conduct required for all supervised persons. Amendments to Rule 17j-1 under the Investment Company Act of 1940 (“Investment Company Act”) also requires
advisers to registered investment companies to adopt written codes of ethics. Snow Capital Management L.P. (“SCM” or the “Firm”) is an SEC-registered investment adviser, as well as the adviser to mutual funds (the
“Funds”) and has adopted this Code of Ethics (the “Code”) in accordance with these rules.
At SCM, all employees are considered to be
‘supervised persons’ and are therefore subject to the Code with regard to their general affiliation with the Firm, as well as their affiliation with the Trust for Professional Managers (“TPM” or the “Trust”) and 360
Funds, as the sponsors for the Funds. Given the fiduciary obligations of the Firm and its employees, SCM maintains high standards for ethical conduct, premised on the principles of openness, integrity, honesty and trust. In addition to an obligation
to comply with federal securities laws, employees are expected to meet the principles and ideals set forth in the Firm’s Code of Ethics.
As part of
their employment with SCM, all employees are required to read and certify compliance with the Code of Ethics at the commencement of their employment, on an annual basis, and each time a new version of the Code is issued. Employees are also required
to report any violations to the Chief Compliance Officer immediately.
SCM claims compliance with the CFA Institute Asset Manager Code of Professional
Conduct. This claim has not been verified by the CFA Institute.
For certain key definitions of capitalized terms used herein, see the section titled,
‘Definitions’ at the end of this document.
GENERAL PROHIBITIONS UNDER RULE 17J-1
Rule 17j-1 prohibits fraudulent activities by affiliated persons of the Firm, the Trust, 360 Funds, or a Fund Organization. Specifically, it is unlawful for
any of these persons to:
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•
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Employ any device, scheme or artifice to defraud the Fund or the Firm
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•
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Make any untrue statement of a material fact to the Fund or the Firm or omit to state a material fact necessary in order to make the statements made to the Fund or the Firm, in light of the circumstances under which
they are made, not misleading
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•
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Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund or the Firm
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•
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Engage in any manipulative practice with respect to the Fund or the Firm
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Snow Capital Management L.P.
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Page 3
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ADMINISTRATION OF CODE OF ETHICS
Rule 17j-1(c)(2) requires that SCM, as the investment adviser to mutual funds:
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1)
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Use reasonable diligence and institute procedures reasonably necessary to prevent violations of the Code
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2)
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Furnish to the TPM Board of Trustees and the Board of Trustees for 360 Funds no less frequently than annually a written report that:
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a)
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Describes any issues arising under the Code or procedures since the last report to Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response
to the material violations
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b)
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Certifies that SCM has adopted procedures reasonably necessary to prevent employees from violating the Code
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PART-TIME/TEMPORARY EMPLOYEES
Individuals that work for
SCM on a part-time or temporary basis (e.g., summer interns) are also subject to the Firm’s policies, procedures and Code of Ethics. This does not apply to individuals that SCM hires as consultants or on a contract basis.
PERSONAL SECURITIES TRADING
Introduction
All employees are required to comply with the principles set forth in the Code regarding personal securities trading. As a fiduciary to our
clients, SCM has created this policy in an attempt to prevent employees from engaging in securities trading that could create conflicts of interest with Firm client accounts.
Scope
The Advisers Act defines “Access
Person” to mean any supervised persons of an investment adviser who has access to nonpublic information regarding clients’ purchase or sale of securities, is involved in making securities recommendations to clients or who has access to
such recommendations that are nonpublic. A supervised person who has access to nonpublic information regarding the portfolio holdings of affiliated mutual funds is also an Access Person. At SCM, all employees are considered to be Access Persons and
are each notified of their responsibilities as Access Persons at the time their employment begins.
This policy applies to the personal securities
transactions of all employees of SCM. For the purposes of this policy, “personal securities transactions” means:
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1)
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Securities transactions within an Access Person’s investment account;
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2)
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Securities transactions within an investment account of an Access Person’s immediate family member residing in the same household (e.g., spouse, dependent child);
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3)
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Securities transactions in an investment account in which an Access Person serves as a trustee, custodian, has power of attorney or indirect beneficial ownership, as well as any other account(s) over which the employee
has trading authority or exercises similar influence (i.e., as treasurer or investment officer of a charitable organization or foundation, for family members, friends or investment clubs).
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Snow Capital Management L.P.
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Reportable Accounts
“Reportable Accounts” are accounts in which an Access Person has the ability to trade Reportable Securities as defined in the next section.
Reportable Accounts may include, but are not limited to, the following types of accounts:
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•
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Individual Retirement Accounts (IRAs)
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•
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Any account for which the Access Person serves as a trustee, custodian, has power of attorney, or can otherwise exert direct or indirect influence or control over the account
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•
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Accounts that hold mutual funds where SCM is the investment adviser
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•
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Other similar types of accounts
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The following types of accounts would
not
be considered to be
Reportable Accounts:
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•
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Mutual fund accounts, which were purchased directly from the mutual fund company
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•
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“Managed accounts” or “discretionary accounts”
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A “managed account” or
“discretionary account” is an investment account that is owned or controlled by an individual investor who authorizes a financial advisor, professional money manager, or portfolio manager to select securities and execute trades within
their account. SCM recognizes that account owners may have the ability to exert influence over the securities selection in these accounts. If an Access Person directly or indirectly influences transactions in their managed/discretionary account,
this account is considered to be a Reportable Account.
Access Persons are required to report shares of any mutual funds advised by SCM; however,
pre-clearance
of these proprietary funds is not required per the policy set forth below.
Reportable Securities
SCM’s policy treats all securities as “Reportable Securities,” with five exceptions:
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1)
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Direct obligations of the United States government
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2)
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Money market instruments — bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments
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4)
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Other types of open-end mutual funds, unless SCM acts as the investment adviser or principal underwriter for the fund (i.e., SCM’s affiliated mutual funds).
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5)
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A unit investment trust (UIT) if the UIT is invested exclusively in unaffiliated mutual funds.
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6)
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Transactions effected pursuant to an automatic investment plan, unless the transaction overrides the set schedule or allocations of the plan.
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Snow Capital Management L.P.
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Page 5
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Reporting Requirements
Every Access Person must provide to SCM’s Chief Compliance Officer or a designee the following required reports:
Initial Holdings Reports.
No later than
10 days
after the person becomes an Access Person (which information must be current as of a date
no more than
45 days
prior to the date the person becomes an Access Person):
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1)
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The title, number of shares and principal amount of each Reportable Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;
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2)
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The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an
Access Person; and
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3)
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The date that the report is submitted by the Access Person.
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Quarterly Transaction
Reports
.
No later than
30 days
after the end of a calendar quarter, the following information with respect to any transaction during the quarter in a Reportable Security in which the Access Person had any direct or indirect
beneficial ownership:
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1)
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The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Reportable Security involved;
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2)
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The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
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3)
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The price of the Reportable Security at which the transaction was effected;
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4)
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The name of the broker, dealer or bank with or through which the transaction was effected; and
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5)
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The date that the report is submitted by the Access Person.
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With respect to any account established by the
Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:
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1)
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The name of the broker, dealer or bank with whom the Access Person established the account;
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2)
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The date the account was established; and
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3)
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The date that the report is submitted by the Access Person.
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Annual Holdings Reports
. Annually,
the following information (which information must be current as of a date no more than
45 days
before the report is submitted):
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1)
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The title, number of shares and principal amount of each Reportable Security in which the Access Person had any direct or indirect beneficial ownership;
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2)
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The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and
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3)
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The date that the report is submitted by the Access Person.
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In lieu of the reports listed above, Access
Persons can provide duplicate account statements from their custodian(s) detailing all current securities holdings and transactions.
Reporting of
Transactions and Holdings
All Access Persons are required to report all securities transactions and holdings within their
Reportable Accounts either by providing hardcopy duplicate statements to the Chief Compliance Officer or a designee or, if available electronically, through
the Firm’s third party reporting system at the following time intervals:
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1)
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Initial Holdings Confirmations
: Within
10 days
of becoming an employee
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2)
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Quarterly Transactions Confirmations
: Within
30 days
after the close of each calendar quarter.
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3)
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Annual Holdings Confirmations
:
No later than
February 15
each year using account information that is current as of
December 31
of the year being confirmed.
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Reporting Logistics
Account statements for
Reportable Accounts of Access Persons should be sent electronically from the custodian to the Firm’s third party reporting system whenever possible. If the custodian is unable to send statements electronically to the third party, the Access
Person is responsible for ensuring that duplicate statements are provided to the Chief Compliance Officer or a designee.
Access Persons must ensure that
that their account information is being accurately reported and that the inventory of Reportable Accounts maintained by the system is current and complete. Access persons must promptly make updates within the system when new accounts are opened,
existing accounts are closed, or other changes are made to an account such as the account name or number change.
Prohibited Trading Practices
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1)
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As of July 1, 2009, Access Persons were prohibited from buying common stocks, preferred stocks, and stock options. As of August 1, 2011, the purchase of individual corporate bonds was also prohibited.
Access Persons were not required to sell current holdings of common stocks, preferred stocks, stock options, or corporate bonds that were purchased prior to the above dates. Prior to selling these positions, pre-clearance must be obtained from the
Chief Compliance Officer or a designee and the securities cannot be repurchased.
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2)
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As of January 3, 2012, SCM amended its policy to permit the purchase of ‘investment grade’ corporate bonds and preferred stocks with the following restrictions:
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a.
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At the time of purchase, the corporate bond or preferred stock must be rated BBB/Baa or above by at least one rating agency (Moody’s, S&P or Fitch). If the rating falls below BBB/Baa after the security is
purchased, you do not need to sell it
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b.
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The corporate bond or preferred stock cannot be a ‘convertible security’
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c.
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All trades in corporate bonds and preferred stocks must be pre-cleared through the Firm’s third party’s system
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3)
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Access Persons are prohibited from directly or indirectly acquiring beneficial ownership in any securities in initial public offerings (IPOs).
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4)
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The practice of “front-running” by Access Persons is strictly prohibited. Front-running is an illegal activity involving the purchase or sale of securities with advanced knowledge of pending orders by the Firm
which could affect the price of such securities.
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Pre-Clearance of Personal Securities Transactions
All Access Persons must obtain pre-clearance from the Chief Compliance Officer or a designee prior to executing a transaction as follows:
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Exchange-traded funds (ETFs) – purchases and sales
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Exchange-traded notes (ETNs) – purchases and sales
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•
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Preferred stocks – purchases and sales (subject to the guidelines above)
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•
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Corporate bonds – purchases and sales (subject to the guidelines above)
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•
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Common stocks – sales only (since purchases are prohibited)
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•
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Stock options – sales only (since purchases are prohibited)
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•
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Limited offerings – purchases only
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Access Persons Accounts Managed by the Firm
An Access Person may have accounts which are managed by the Firm.
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1)
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Managed Account -
a Managed Account is an account managed by the Firm that holds a portfolio of equity securities managed in line with one of the Firm’s products.
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2)
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Balanced Account -
a Balanced Account is an account managed by the Firm that holds a portfolio of equity securities managed in line with one of the Firm’s products and a fixed income portfolio managed per
the account holder’s guidelines.
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3)
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Custom Account -
a Custom Account is an account managed by the Firm for the benefit of employees, friends and family in which the investments in the account are not invested in a Firm product.
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Managed Accounts of Access Persons are
not
subject to the reporting, prohibited trading practices, and pre-clearance rules set forth above so long as
the equity portfolio of such accounts is managed in line with a Firm product on a continual and ongoing basis.
Balanced Accounts of Access Persons are
not
subject to the reporting, prohibited trading practices, and pre-clearance rules set forth above so long as the equity portfolio of such accounts is managed in line with a Firm product on a continual and ongoing basis; however, the fixed
income portion of an Access Persons balanced account
is
subject to the prohibited trading practices set forth above which prohibit the purchase of individual corporate bonds that are not ‘Investment grade’ as defined above.
Custom Accounts of Access Persons
are
subject to the reporting, pre-clearance rules and prohibited trading practices set forth above, except when the
security is being removed from a Firm-managed product and the sale transaction in the custom account is executed and blocked (aggregated) along with the product trades.
Review and Reconciliation of Reports/Statements
The Chief Compliance Officer or a designee reviews transactions and holdings reports and/or brokerage statements for all Reportable Accounts. Transactions are
reconciled against pre-approvals no less than quarterly to ensure compliance with Firm policy. So that self-review never occurs, Compliance personnel review each other’s statements.
Transactions which Violate These Policies
Where
an Access Person discovers, after the fact, that he or she has executed a transaction in violation of these policies, the Access Person shall promptly contact the Chief Compliance Officer or Chief Operating Officer. In the event that the transaction
creates or has the potential to create a conflict with the interest of a SCM client, the Chief Compliance Officer shall take action to remedy the conflict and document such action in an appropriate manner.
All apparent violations of this policy will be investigated, resolved, and recorded, as necessary. All identified violations will be addressed by the Chief
Compliance Officer or designee with notification to SCM’s Chief Operating Officer.
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Management Review & Fund Board Reporting
All personal securities trading violations are investigated and reviewed by the Chief Compliance Officer and reported to the Board of Trustees of Trust for
Professional Managers (TPM) and the Board of Trustees for 360 Funds.
SPREADING FALSE OR MISLEADING INFORMATION
The intentional creation or spreading of false or misleading information designed to manipulate securities prices, otherwise known as
‘rumor-mongering,’ is strictly prohibited at SCM. The Firm’s procedures have been reasonably designed to prevent employee rumor-mongering practices.
CONFLICTS OF INTEREST
SCM expects its employees to avoid
conducting personal or private business that conflicts with,
or gives the appearance of
conflicting with, the interests of the Firm or its customers. SCM considers a ‘conflict of interest’ to be any situation in which your own
interests could interfere with your duties as a SCM employee. The
appearance
of a conflict of interest is sometimes as damaging to the Firm as an actual conflict. Be sure to disclose all potential conflicts of interest to your direct
supervisor, including cases in which you are inadvertently placed in a conflict of interest.
OUTSIDE INTERESTS
All outside interests, including employment, volunteer positions, directorships and other business relationships outside of SCM, must neither create a conflict
of interest nor be based on an employee’s personal interests. The following are examples of situations that could create potential or actual conflicts of interest:
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The employee holds a significant personal financial interest in an entity that conducts business with the Firm
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•
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The employee invests in a client or vendor’s business that results in he/she having perceived or actual influence over the relationship between the entity and the Firm
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•
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The employee has a significant financial interest in a competitor of SCM
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•
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An immediate relative or close friend of the employee holds a financial interest in or directly profits from an entity that conducts business with the Firm
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•
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An employee is involved with a client in an activity that could directly affect his/her ability to make independent decisions in relation to that client’s account
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•
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An employee engages in an outside interest that adversely affects the quality of his/her work or detracts from his/her ability to effectively discharge responsibilities at SCM
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•
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The employee affirms or implies that the Firm endorses or sponsors the outside interest
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The employee’s involvement leads to expectations of using the Firm’s resources or facilities for non-business matters
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The employee diverts a Firm business opportunity for his/her personal gain
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The employee’s involvement puts the Firm’s reputation at risk
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The list above is not meant to be
comprehensive and any questions or concerns about conflicts of interest should be discussed with the Chief Compliance Officer. Please refer to the SCM Compliance Policies and Procedures Manual for the Firm’s policy and disclosure procedures for
outside interests.
ACCEPTING OR OFFERING ITEMS OF VALUE
A conflict of interest could arise when an employee accepts or offers items of value such as gifts, entertainment, and gratuities. Employees may not receive or
give any items of value that could influence or be
perceived
to influence their decisions about the best interests of SCM and its clients, could result in any unnecessary or unwanted publicity of the Firm, may be perceived to obligate SCM or
the recipient in any way, or are in the form of cash or cash equivalents. Detailed guidelines on accepting or offering items of value are outlined within the Firm’s policy on Gifts, Entertainment & Gratuities within the SCM Compliance
Policies and Procedures Manual.
ACTING AS A FIDUCIARY
A “fiduciary” is a person to whom property or authority is given for the benefit of a third party. Acting as a trustee, executor of an estate, or
legal guardian are common examples of a fiduciary relationship. SCM generally discourages you from acting as a fiduciary because fiduciary duties:
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•
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Can consume much of your time
|
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•
|
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Might compete directly with similar services offered by SCM
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•
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Might put you or the Firm in a conflict of interest situation
|
SCM may allow you to act as a fiduciary if the
following conditions are met:
|
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•
|
|
The fiduciary relationship is with a member of your family or with a close friend whose friendship is independent of any business with SCM
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•
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You have not manipulated a client to enter a fiduciary relationship (particularly with respect to bequests under wills or grants under trusts)
|
In addition, you are not permitted to serve as the trustee of a trust comprised of client assets, unless the following conditions are met:
|
|
•
|
|
You are appointed solely due to a family or personal relationship with the client
|
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•
|
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If you are appointed due to a personal relationship with the client, is not the result of providing advisory services over many years to that client
|
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•
|
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You seek pre-approval from the Chief Compliance Officer or a designee prior to serving as trustee
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Any
employee who has a question about an existing or contemplated fiduciary relationship should consult with the Chief Compliance Officer of SCM.
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EXECUTION OF BINDING LEGAL AGREEMENTS
Generally only the authorized officers of Snow Capital Management Inc., the general partner of SCM, are permitted to enter into or execute legal agreements on
behalf of the Firm. In some cases, however, other employees may be designated to sign legal agreements. For example, a designee of the Chief Operating Officer may execute client investment management agreements and related documentation on behalf of
the Firm.
DISHONESTY
The Firm expects its employees
to do their jobs with honesty and integrity. Acts of dishonesty may result in the Firm terminating the offender’s employment. Such decisions are made on a case-by-case basis dependent on facts and circumstances.
THEFT
SCM considers a person guilty of theft if it
determines that the employee misappropriated property, financial assets, information and/or intellectual property belonging to the Firm, its clients, or other employees. Such thefts may be reported to the appropriate regulatory agency and law
enforcement officials, regardless of the dollar amount involved.
CONVICTIONS OF CRIMINAL ACTIVITY
SCM may terminate the employment of employees who are convicted of certain criminal activities. If an employee is arrested or is under investigation for
charges involving dishonesty, breach of trust, or money laundering, SCM may suspend the person without pay until an investigation is completed.
ACCURACY / COMPLETENESS OF FIRM RECORDS
SCM employees
must maintain complete and accurate records of their work. Employees may not structure accounts or other corporate records so as to avoid reporting or signing authority requirements, nor may they misrepresent a transaction to make it appear more
beneficial to the Firm than it really is. Removing any records from Firm premises and falsifying or misrepresenting Firm accounts and records are considered to be the equivalent of fraud.
AWARENESS OF ILLEGAL OR HARMFUL ACTIVITIES
Whenever you
believe that a co-worker has committed an illegal or dishonest act or an act that causes harm to people or property, you have to report it to your direct supervisor, the Chief Operating Officer, or the Chief Compliance Officer of the Firm
immediately. Information you provide will be held in the strictest confidence. An employee who knows of an illegal, harmful,
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or dishonest act but does not report it may be considered an accessory or an abettor. There will be no
retaliation from SCM or any of its employees against a person who presents in good faith what he or she believes to be evidence of an illegal, harmful, or dishonest act committed by another SCM employee.
PERSONAL CONDUCT
SCM is committed to maintaining a
diverse work environment where all employees can work together comfortably and productively. We expect all employees to treat each other with respect. Our employees are entitled to a workplace free from any form of discrimination or harassment,
including sexual harassment.
The Firm prohibits discrimination against any of its employees, clients, independent contractors or vendors, and
particularly if the conduct is based on an individual’s race, religion, sex, age, national origin, ancestry, marital status, sexual orientation, physical or mental disability, or any other characteristic protected by law.
While certain conduct is deemed prohibited by the Firm, it also may be a violation of federal and state anti-discrimination laws. The Firm prohibits such
behavior even if it is not so severe that it would be considered illegal under the law. Harassing conduct is prohibited even if the offending employee did not intend to offend or believed his or her comments or conduct was welcome.
PERSONAL FINANCIAL RESPONSIBILITY
The nature of
SCM’s business requires a scrupulous regard for high standards of conduct and personal integrity. These high standards are essential if the Firm is to merit the confidence of its clients and the public. As an element of personal integrity, the
Firm expects you to maintain your personal finances in such a way that they do not reflect poorly on the Firm’s reputation or create the appearance of financial impropriety on your part.
DRUG / ALCOHOL ABUSE
SCM strives to provide a drug-free
work environment for its employees. You are not allowed to possess or use illegal drugs at the workplace or come to work under the influence of any substance, including alcohol, which impairs your abilities. If you are on prescription medication,
check with your pharmacist or physician before coming to work. Other than at appropriate Firm- sponsored events, you are not allowed to use alcohol in the workplace.
CONFIDENTIALITY
Employees are entrusted with and have
access to equipment, systems, information and/or intellectual property related to SCM’s business and its clients, all of which are highly valuable assets of the Firm. Examples of items that must be treated as confidential include, but are not
limited to: business systems; access to systems; information about clients, vendors, and employment relationships; products; research materials; trading data; client accounts (including employee accounts); policies and procedures; and corporate
decisions and future business plans.
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We consider all information about our business and clients that is not generally known to the public or to our
competitors to be confidential and trade secrets (“confidential information”). This confidential information is a valuable asset of the Firm, and protection of this asset is important to maintaining our competitive position in the
investment advisory community. It is the responsibility of each employee to maintain the confidentiality of all such information both during and after employment.
When in doubt as to the confidentiality or proprietary nature of resources or to report a privacy incident, where non-public information is handled in an
unsecured manner, or shared, intentionally or unintentionally, with an unauthorized party, employees should consult the Chief Compliance Officer.
PRIVACY OF CLIENTS
Clients are understandably concerned
about the way their personal information is handled, and in financial matters the subject is even more sensitive. You must maintain confidentiality when sharing clients’ personal financial information within SCM or with contracted outside
service providers or vendors.
To protect the privacy of our clients, you should read and understand the Firm’s Privacy Policy. It explains the
safeguarding, collecting, and sharing of clients’ non-public personal information, and the circumstances under which we may use and share this information.
Whenever possible, employees must verify the authority / identity of those seeking access to confidential non-public information about the Firm and/or its
clients.
INSIDER TRADING / NON-PUBLIC INFORMATION / EXPERT NETWORKS
In the course of your work, you might have access to information about SCM, its employees, its clients, or the companies with which it does business or invests
that could influence an investor’s decisions. You are prohibited from acting upon or otherwise misusing non-public or inside information. Until it is made public, you may not use non-public or inside information for personal gain, nor may you
“tip” others to make investments based on the information. You should be very careful when investing in or discussing the Firm, its clients, or the companies with which it does business so that your activities won’t be perceived as
insider trading or facilitating the insider trading activities of others. The penalties for insider trading can include imprisonment and/or fines.
SCM
utilizes research (via research reports, calls, meetings, etc.) to obtain independent insight as it relates to a particular industry, sector or company. Organizations that provide this information are referred to as ‘expert networks’. The
use of ‘expert networks’, or information networks in general, is an important part of obtaining information for the investment research process. SCM prohibits employees from exchanging material non-public information while communicating
within the network.
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Any employee who has reason to believe that he or she has access to material and non-public corporate information
shall promptly report the acquisition of that information in writing to his or her supervisor. Portfolio Managers and Analysts are required to complete an attestation, on an annual basis, acknowledging they understand and abide by the policy
relating to the use of non- public information and ‘expert networks.’
CIVIL / POLITICAL ACTIVITIES
SCM encourages you to exercise your responsibility to vote and take an active interest in the issues of your community. You should remember, however, that your
own civic and political activities represent your own views, not those of the Firm. You should not display political symbols, distribute political literature, gather signatures on a petition, or otherwise engage in political activity at SCM
facilities or functions. You should not use envelopes or stationery printed with the Firm’s name or address for your political correspondence.
POLITICAL CONTRIBUTIONS
In accordance with Rule
206(4)-5, Political Contributions by Certain Investment Advisers, SCM has defined policies and associated restrictions on your political contributions. Please refer to the SCM Compliance Policies and Procedures Manual section titled, “Political
Contributions” for more details.
LOBBYING ACTIVITIES
Employees may not undertake activities designed to influence the decisions or actions of government officials in a manner that would require them or the Firm
to register as a lobbyist, or employer of a lobbyist, without the prior written authorization of the Chief Compliance Officer. Due to the complexities associated with lobbying, you should seek guidance and approval whenever you have the slightest
doubt about whether your conduct could require registration or reporting as a lobbyist.
ANTI-TRUST
Employees must avoid any form of agreement or understanding with employees of competing investment advisory firms. The Firm discourages discussions about
SCM’s products, services, fees, and business plans because such discussions could be construed in certain circumstances to be agreements or conspiracies to fix or establish prices, or otherwise restrain competition in violation of state and
federal anti-trust laws. Such discussions may also contravene other Firm policies, such as the policy against disclosure of proprietary information.
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ETHICAL CONCERNS
You should discuss issues or concerns related to the Code with your direct supervisor. If your supervisor is unavailable, or if, for any reason, you feel
uncomfortable discussing the Code with your supervisor, you should speak with either the Chief Compliance Officer or the Chief Operating Officer. If you are a supervisor, all issues or concerns related to the Code as it pertains to the employees
that you supervise should be immediately reported to either the Chief Compliance Officer or the Chief Operating Officer.
VIOLATIONS OF THE CODE
Employees of the Firm are expected to report any violations of the Code promptly to the Chief Compliance Officer. Violations of the Code will result
in varying levels of reprimand, which include verbal warnings, written reprimands, monetary fines and other responses, up to and including, termination of employment. SCM reserves the right to address Code violations in the best interests of the
Firm regardless of the number of violations. Monetary fines will be contributed to charity. All violations of the Code will be documented and will remain in Human Resources files and Compliance books and records. SCM is also required to report to
the TPM Board of Trustees and the Trustees of the 360 Funds any material violations of the Code.
FORM ADV DISCLOSURE
SCM briefly describes the Code within Form ADV, Part 2A and explains that the Firm will provide a copy to any client or prospective client upon request. The
Firm provides instructions on how to request a copy of the Code.
RECORDKEEPING
All records shall be maintained in accordance with Rules 204-2 (a)(12) under the Advisers Act and Rule 17j-1(f) under the Investment Company Act. SCM maintains
copies of all reports required by the Funds’ Board. All records can be made available to the SEC or representatives of the Commission at any time.
Thank you for your commitment to upholding the Firm’s principles and ethical standards.
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DEFINITIONS
Access Person
(i) any director, officer, general
partner or Advisory Person of a Fund or of a Fund’s investment adviser; (ii) any supervised person of an investment adviser to TPM and 360 Funds who has access to nonpublic information regarding the portfolio holdings of any series of TPM
or 360 Funds (a “Fund”), or who is involved in making securities recommendations for a Fund, (iii) any director, officer or general partner of a principal underwriter who, in the ordinary course of business, makes, participates in or
obtains information regarding, the purchase or sale of Covered Securities by the Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Fund
regarding the purchase or sale of Covered Securities; and (iv) all employees who are in a position to exploit information about client securities transactions or holdings.
Note
: At SCM,
all
employees are considered to be Access
Persons.
Advisory Person
(i) any employee of
the Fund or of a Fund’s investment adviser (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding
the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to the purchases or sales; and (ii) any natural person in a control relationship to the Fund or an investment
adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.
Control
The power to exercise a controlling
influence over the management or policies of a company, unless such power is solely the result of an official position with such company.
Covered
Security
Includes any Security (see below) but does not include (i) direct obligations of the Government of the United States;
(ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (iii) shares issued by open-end investment companies (i.e., mutual funds)
other than Reportable Funds.
Fund
SCM’s
affiliated mutual funds, each a series of the Trust or 360 Funds.
Immediate Family Member
Includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, father-in-law, mother-in-law, son-in-law, daughter-in-law,
sister-in-law, brother-in-law (including adoptive relationship). If the immediate family member resides in the same household as the employee, they are subject to the Firm’s personal securities trading reporting requirements.
Initial Public Offering (IPO)
An offering of
securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.
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Investment Personnel
(i) any employee of the Trust, 360 Funds, a Fund or investment adviser (or of any company in a control relationship to the Trust, 360 Funds, a Fund or
investment adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of a security by the Fund; and (ii) any natural person who controls the Trust,
360 Funds, a Fund or investment adviser and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.
Limited Offering
An offering that is exempt from
registration under the Securities Act of 1933 (the “Securities Act”) pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act.
Managed Account / Discretionary Account
An
investment account that is owned or controlled by an individual investor who authorizes a financial advisor, professional money manager, or portfolio manager to select securities and execute trades within their account. SCM recognizes that account
owners may have the ability to exert influence over the securities selection in these accounts.
Reportable Accounts
Accounts in which an Access Person has the ability to trade Reportable Securities (e.g., brokerage accounts, 401K plans, etc.).
Reportable Securities
All securities are
“Reportable Securities,” with five exceptions:
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Direct obligations of the Government of the United States
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Money market instruments—bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments
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Other types of open-end mutual funds, unless SCM acts as the investment adviser or principal underwriter for the fund (i.e., SCM’s affiliated mutual funds).
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A unit investment trust (UIT) if the UIT is invested exclusively in unaffiliated mutual funds.
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Reportable Fund
Includes, for a particular Access
Person, any registered investment company, including a Fund, for which the investment adviser with whom the Access Person is associated, if any, (the “Associated Adviser”) serves as investment adviser (as defined in Section 2(a)(20)
of the Investment Company Act) or any registered investment company, including a Fund, whose investment adviser or principal underwriter controls the Associated Adviser, is controlled by the Associated Adviser, or is under common control with the
Associated Adviser.
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Security
Any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement,
collateral trust certificate, reorganization certificate or subscription, transferable share, shares of exchange-traded funds (“ETFs”), investment contract, voting-trust certificate, certificate of deposit for a security, fractional
undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value
thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of
interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
Security Held or to be Acquired by the Fund
(i)
any Covered Security which, within the most recent 15 days: (a) is or has been held by the Fund; or (b) is being or has been considered by the Fund or its investment adviser for purchase by the Fund; and (ii) any option to purchase or
sell, and any security convertible into or exchangeable for, a Covered Security described in paragraphs (a) or (b) above. (N/A at the present time given the Firm’s current policies on personal securities trading).
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